Common use of Cessation of Operation of the Complex Clause in Contracts

Cessation of Operation of the Complex. (a) If, after the Commercial Operations Date, without the prior written consent of the Purchaser, the Seller shall have ceased to operate the Complex for a period of forty eight (48) consecutive hours other than because of : (i) a Force Majeure Event, (ii) a Scheduled Outage, (iii) a Maintenance Outage, (iv) a Forced Outage or a Partial Forced Outage, (v) a Non-Project Event, (vi) the wind speed not within the Cut In Wind Speed and Cut Out Wind Speed; (vii) any act or omission of the Purchaser and/or the Grid System Operator that effectively prevents the Seller or its Contractors from operating the Complex. then the Purchaser shall be entitled to (A) enter the Complex and operate it until the Seller demonstrates, to the reasonable satisfaction of the Purchaser, that the Seller can and will resume normal operation of the Complex or until the Lenders shall have exercised their rights in accordance with the Financing Documents including the EPA Direct Agreement to enter the Complex and operate it, and (B) as soon as is practicable, send written notice of such entry to the Agent (as defined in Section 16.5) in accordance with the procedure set forth in Section 16.5. During any period that the Purchaser shall operate the Complex pursuant to this Section, the Purchaser shall: (i) operate the Complex within the Technical Limits and in accordance with Laws of Pakistan, Prudent Utility Practices and Prudent Electrical Practices, (ii) bear all costs of such operation, and (iii) pay to the Seller the Loan Repayment Component and the Interest Charges Component of the applicable Energy Price, multiplied by the Monthly Benchmark Energy prorated on daily basis, provided, however, that the Seller shall not be entitled to any payment during such period to which it would not be entitled if it itself had been operating the Complex. (b) Notwithstanding the foregoing and any other provision in this Agreement to the contrary, if any insurance coverage that was obtained by the Seller and is set forth in Schedule 8 is not available or in effect during any time that the Purchaser is entitled to operate the Complex pursuant to this Section 5.13 or does not cover such operation, then the Purchaser shall not enter or operate the Complex, and shall immediately cease operation and promptly quit possession of the Complex, as the case may be, unless and until such time that the Purchaser either: (i) obtains, and thereafter continuously maintains, and provides written evidence to the Seller and the Agent of the procurement of, the policies of insurance set forth in Schedule 8, (A) with terms and conditions which in all material respects (including deductibles, endorsements, terms for reinsurance and security in favor of the Lenders) conform to the terms and conditions of the policies of insurance of such type which had been most recently procured by the Seller, and (B) with an internationally reputable insurer(s) with a rating(s) of not less than the rating of the insurer that provided policies of insurance which had been most recently procured by the Seller; or (ii) agrees in writing to defend, indemnify and hold the Seller harmless from and against any loss or damage sustained as a result of an event that occurred during the period of the Purchaser's operation of the Complex to the extent that such loss or damage would have been covered by the insurance set forth in Schedule 8 that the Seller most recently had in effect prior to the Purchaser's operation of the Complex, including but not limited to loss or damage to the Complex and loss or damage resulting from third Party claims. (c) In the event that, at any time, the Purchaser obtains insurance pursuant to this Section 5.13, (i) the Seller and the Lenders (so long as they shall have an insurable interest in the Complex) shall be named as joint insureds and the Lenders (so long as they shall have an insurable interest in the Complex) shall be named as the sole loss payee on any such insurance, and (ii) the Seller shall reimburse the Purchaser for the actual out of pocket costs of such insurance and all reasonable administrative costs incurred by the Purchaser in procuring such insurance. (d) Notwithstanding any other provision of this Agreement to the contrary, the Purchaser shall indemnify, defend and hold harmless the Seller from any loss or damage to the Complex incurred or sustained by the Seller by reason of the Purchaser’s negligence or willful misconduct in the operation of the Complex during such period, but only to the extent that such loss or damage is not covered by the Seller's insurance.

Cessation of Operation of the Complex. (a) If, after the Commercial Operations Date, without the prior written consent of the Power Purchaser, the Seller Company shall have ceased to operate declare Available Capacity substantially equal to the Complex then-prevailing Tested Capacity or to comply with the Despatch Instructions for a period of forty forty-eight (48) consecutive hours other than because of : (i) a Force Majeure Event, (ii) a Scheduled Outage, (iii) a Maintenance Outage, (iv) a any of the events described in Section 5.4(d), any Forced Outage or a Partial Forced Outage which NTDC does not dispute, Scheduled Outage, (v) a Non-Project Event, (vi) the wind speed not within the Cut In Wind Speed and Cut Out Wind Speed; (vii) , Maintenance Outage, or any act or omission of the Power Purchaser and/or the Grid System Operator that effectively prevents constitutes ejection of the Seller Company or its Contractors from operating the Complex. , then NTDC shall notify the Power Purchaser shall of any such event within [.] hours and the Power Purchaser or its nominee shall, subject to the restrictions set forth in this Section 5.16, be entitled to (A) enter the Complex and operate it until the Seller demonstrates, Company demonstrates to the reasonable satisfaction of the Purchaser, Power Purchaser that the Seller Company can and will resume normal operation of the Complex or until the Lenders shall have exercised their rights in accordance with the Financing Documents including the EPA Direct Agreement to enter or procure a third party to enter the Complex and operate it, and (B) as soon as is practicable, send written notice of such entry to the Agent (as defined in Section 16.5) in accordance with the procedure set forth in Section 16.5. During any period that the Power Purchaser or its nominee shall operate the Complex pursuant to this Section, the Power Purchaser shall: shall (i) operate directly or through its nominee the Complex within the Technical Limits and in accordance with Laws of PakistanLimits, Prudent Utility Practices and Prudent Electrical Practices, (ii) bear all costs of such operationoperation (including, and without limitation, fixed and variable costs), and (iii) continue to pay to the Seller Company the Loan Repayment Component and the Interest Charges Debt Servicing Component of the applicable Energy Price, multiplied by Capacity Payments as the Monthly Benchmark Energy prorated on daily basis, provided, however, that the Seller shall not Company would otherwise be entitled to any payment during such period to which it would not be entitled if it itself had been operating the Complexperiod. (b) Notwithstanding the foregoing and any other provision in this Agreement to the contrary, if any insurance coverage that was cover obtained by the Seller Company and is set forth in Schedule 8 is not available or in effect during any time that the Power Purchaser directly or through its nominee is entitled to operate the Complex pursuant to this Section 5.13 5.16 or does not cover such operation, then the Power Purchaser shall not enter or operate the Complex, and shall immediately cease operation and promptly quit possession of the Complex, as the case may be, unless and until such time that the Power Purchaser either: (i) obtains, and thereafter continuously maintains, and provides written evidence to the Seller Company and the Agent of the procurement of, the policies of insurance set forth in Schedule 8, 8 (A) with terms and conditions which in all material respects (including deductibles, endorsements, terms for reinsurance and security in favor of the Lenders) conform to the terms and conditions of the policies of insurance of such type which had been most recently procured by the SellerCompany, and and (B) with an internationally reputable insurer(s) with a rating(s) of not less than the rating of the insurer that provided the policies of insurance which had been most recently procured by the SellerCompany; or (ii) agrees in writing to defend, indemnify and hold the Seller Company harmless from and against any loss or damage sustained as a result of an event that occurred during the period of the Power Purchaser's or its nominee’s operation of the Complex to the extent that such loss or damage would have been covered by the insurance set forth in Schedule 8 that the Seller Company most recently had in effect prior to the Power Purchaser's or its nominee’s operation of the Complex, including but not limited to loss or damage to the Complex and loss or damage resulting from third Party claims. (c) In the event that, at any time, the Power Purchaser obtains insurance pursuant to this Section 5.13, 5.16, (i) the Seller Company and the Lenders (so long as they shall have an insurable interest in the Complex) shall be named as joint insureds and the Lenders (so long as they shall have an insurable interest in the Complex) shall be named as the sole loss payee on any such insurance, and and (ii) the Seller Company shall reimburse the Power Purchaser for the actual out of pocket costs of such insurance and all reasonable administrative costs incurred by the Power Purchaser in procuring such insurance. (d) Notwithstanding any other provision of this Agreement to the contrary, the Power Purchaser shall indemnify, defend and hold harmless the Seller Company from any loss or damage to the Complex incurred or sustained by the Seller Company by reason of the Power Purchaser’s or its nominee’s negligence or willful misconduct in the operation of the Complex during such period, but only to the extent that such loss or damage is not covered by the SellerCompany's insurance.

Cessation of Operation of the Complex. (a) If, after the Commercial Operations Date, without the prior written consent of the Power Purchaser, the Seller Company shall have ceased to operate declare Available Capacity substantially equal to the Complex then-prevailing Tested Capacity or to comply with the Despatch Instructions for a period of forty eight (48) consecutive hours other than because of : (i) a Force Majeure Event, (ii) a Scheduled Outage, (iii) a Maintenance Outage, (iv) a any of the events described in Section 5.4(d), any Forced Outage or a Partial Forced Outage which the Power Purchaser does not dispute, Scheduled Outage, (v) a Non-Project Event, (vi) the wind speed not within the Cut In Wind Speed and Cut Out Wind Speed; (vii) , Maintenance Outage, or any act or omission of the Power Purchaser and/or the Grid System Operator that effectively prevents constitutes ejection of the Seller Company or its Contractors from operating the Complex. , then the Power Purchaser shall shall, subject to the restrictions set forth in this Section 5.16, be entitled to (A) enter the Complex and operate it until the Seller demonstrates, Company demonstrates to the reasonable satisfaction of the Purchaser, Power Purchaser that the Seller Company can and will resume normal operation of the Complex or until the Lenders shall have exercised their rights in accordance with the Financing Documents including the EPA Direct Agreement to enter or procure a third party to enter the Complex and operate it, and (B) as soon as is practicable, send written notice of such entry to the Agent (as defined in Section 16.5) in accordance with the procedure set forth in Section 16.5. During any period that the Power Purchaser shall operate the Complex pursuant to this Section, the Power Purchaser shall: shall (i) operate the Complex within the Technical Limits and in accordance with Laws of PakistanLimits, Prudent Utility Practices and Prudent Electrical Practices, (ii) bear all costs of such operationoperation (including without limitation, and fixed and variable costs), and (iii) continue to pay to the Seller Company the Loan Repayment Component and the Interest Charges Reference Debt Service Component of the applicable Energy Price, multiplied by Capacity Payments as the Monthly Benchmark Energy prorated on daily basis, provided, however, that the Seller shall not Company would otherwise be entitled to any payment during such period to which it would not be entitled if it itself had been operating the Complexperiod. (b) Notwithstanding the foregoing and any other provision in this Agreement to the contrary, if any insurance coverage that was obtained by the Seller Company and is set forth in Part of Schedule 8 is not available or in effect during any time that the Power Purchaser is entitled to operate the Complex pursuant to this Section 5.13 5.16 or does not cover such operation, then the Power Purchaser shall not enter or operate the Complex, and shall immediately cease operation and promptly quit possession of the Complex, as the case may be, unless and until such time that the Power Purchaser either: (i) obtains, and thereafter continuously maintains, and provides written evidence to the Seller Company and the Agent of the procurement of, the policies of insurance set forth in Schedule 8, 8 (A) with terms and conditions which in all material respects (including deductibles, endorsements, terms for reinsurance and security in favor of the Lenders) conform to the terms and conditions of the policies of insurance of such type which had been most recently procured by the SellerCompany, and and (B) with an internationally reputable insurer(s) with a rating(s) of not less than the rating of the insurer that provided the policies of insurance which had been most recently procured by the SellerCompany; or (ii) agrees in writing to defend, indemnify and hold the Seller Company harmless from and against any loss or damage sustained as a result of an event that occurred during the period of the Power Purchaser's operation of the Complex to the extent that such loss or damage would have been covered by the insurance set forth in Schedule 8 that the Seller Company most recently had in effect prior to the Power Purchaser's operation of the Complex, including but not limited to loss or damage to the Complex and loss or damage resulting from third Party claims. (c) In the event that, at any time, the Power Purchaser obtains insurance pursuant to this Section 5.13, 5.16, (i) the Seller Company and the Lenders (so long as they shall have an insurable interest in the Complex) shall be named as joint insureds and the Lenders (so long as they shall have an insurable interest in the Complex) shall be named as the sole loss payee on any such insurance, and and (ii) the Seller Company shall reimburse the Power Purchaser for the actual out of pocket costs of such insurance and all reasonable administrative costs incurred by the Power Purchaser in procuring such insurance. (d) Notwithstanding any other provision of this Agreement to the contrary, the Power Purchaser shall indemnify, defend and hold harmless the Seller Company from any loss or damage to the Complex incurred or sustained by the Seller Company by reason of the Power Purchaser’s negligence or willful misconduct in the operation of the Complex during such period, but only to the extent that such loss or damage is not covered by the SellerCompany's insurance.

Cessation of Operation of the Complex. (a) If, after the Commercial Operations Date, without the prior written consent of the Purchaser, the Seller shall have ceased to operate the Complex for a period of forty eight thirty (4830) consecutive hours Days other than because of : (i) a Force Majeure Event, (ii) a Scheduled Maintenance Outage, (iii) a Maintenance Outage, (iv) a Forced Outage or a Partial Forced Outage, (viv) a Non-Project Event, (vi) the wind speed not within the Cut In Wind Speed and Cut Out Wind Speed; (viiv) any act or omission of the Purchaser and/or the Grid System Operator that effectively prevents the Seller or its Contractors from operating the Complex. then the Purchaser shall be entitled to (A) enter the Complex and operate it until the Seller demonstrates, to the reasonable satisfaction of the Purchaser, that the Seller can and will resume normal operation of the Complex or until the Lenders shall have exercised their rights in accordance with the Financing Documents including the EPA Direct Agreement to enter the Complex and operate it, and (B) as soon as is practicable, send written notice of such entry to the Agent (as defined in Section 16.5) in accordance with the procedure set forth in Section 16.5. During any period that the Purchaser shall operate the Complex pursuant to this Section, the Purchaser shall: (i) operate the Complex within the Technical Limits and in accordance with Laws of Pakistan, Prudent Utility Practices and Prudent Electrical Practices, (ii) bear all costs of such operation, and (iii) pay to the Seller the Loan Principal Repayment Component and the Interest Charges Component of the applicable Energy Price, multiplied by the Monthly Benchmark Energy prorated on daily basisAverage Daily Energy, provided, however, that the Seller shall not be entitled to any payment during such period to which it would not be entitled if it itself had been operating the Complex. (b) Notwithstanding the foregoing and any other provision in this Agreement to the contrary, if any insurance coverage that was obtained by the Seller and is set forth in Schedule 8 is not available or in effect during any time that the Purchaser is entitled to operate the Complex pursuant to this Section 5.13 5.12 or does not cover such operation, then the Purchaser shall not enter or operate the Complex, and shall immediately cease operation and promptly quit possession of the Complex, as the case may be, unless and until such time that the Purchaser either: (i) obtains, and thereafter continuously maintains, and provides written evidence to the Seller and the Agent of the procurement of, the policies of insurance set forth in Schedule 8, (A) with terms and conditions which in all material respects (including deductibles, endorsements, terms for reinsurance and security in favor of the Lenders) conform to the terms and conditions of the policies of insurance of such type which had been most recently procured by the Seller, and (B) with an internationally reputable insurer(s) with a rating(s) of not less than the rating of the insurer that provided policies of insurance which had been most recently procured by the Seller; or (ii) agrees in writing to defend, indemnify and hold the Seller harmless from and against any loss or damage sustained as a result of an event that occurred during the period of the Purchaser's operation of the Complex to the extent that such loss or damage would have been covered by the insurance set forth in Schedule 8 that the Seller most recently had in effect prior to the Purchaser's operation of the Complex, including but not limited to loss or damage to the Complex and loss or damage resulting from third Party claims. (c) In the event that, at any time, the Purchaser obtains insurance pursuant to this Section 5.135.12, (i) the Seller and the Lenders (so long as they shall have an insurable interest in the Complex) shall be named as joint insureds and the Lenders (so long as they shall have an insurable interest in the Complex) shall be named as the sole loss payee on any such insurance, and (ii) the Seller shall reimburse the Purchaser for the actual out of pocket costs of such insurance and all reasonable administrative costs incurred by the Purchaser in procuring such insurance. (d) Notwithstanding any other provision of this Agreement to the contrary, the Purchaser shall indemnify, defend and hold harmless the Seller from any loss or damage to the Complex incurred or sustained by the Seller by reason of the Purchaser’s negligence or willful misconduct in the operation of the Complex during such period, but only to the extent that such loss or damage is not covered by the Seller's insurance.

Cessation of Operation of the Complex. (a) If, after the Commercial Operations Date, without the prior written consent of the Purchaser, the Seller shall have ceased to operate the Complex for a period of forty eight (48) consecutive hours other than because of : (i) a Force Majeure Event, (ii) , a Scheduled Outage, (iii) Schedule Outage or a Maintenance Outage, (iv) a Forced Outage or a Partial Forced Outage, (v) a Non-Project Event, (vi) the wind speed not within the Cut In Wind Speed and Cut Out Wind Speed; (vii) any act or omission of the Purchaser and/or the Grid System Operator that effectively prevents the Seller or its Contractors from operating the Complex. , then the Purchaser shall be entitled to (A) enter the Complex and operate it until the Seller demonstrates, demonstrates to the reasonable satisfaction of the Purchaser, Purchaser that the Seller can and will resume normal operation of the Complex or until the Lenders shall have exercised their rights in accordance with the Financing Documents including the EPA Direct Agreement to enter the Complex and operate it, and (B) as soon as is practicable, send written notice of such entry to the Agent (as defined in Section 16.5) in accordance with the procedure set forth in Section 16.5. During any period that the Purchaser shall operate the Complex pursuant to this Section, the Purchaser shall: shall (i) operate the Complex within the Technical Limits and in accordance with Laws of PakistanLimits, Prudent Utility Practices and Prudent Electrical Practices, (ii) bear all costs of such operation, and and (iii) continue to pay to the Seller the Loan Repayment Component and the Interest Charges Non-Escalable Component of the applicable Energy Price, multiplied by less the Monthly Benchmark Energy prorated return on daily basisequity component [and insurance component] thereof (as determined in accordance with Scheduled 1), providedduring such period. For the avoidance of doubt, however, that the Seller shall not be entitled to any payment during such period to which it would not be entitled if it itself had been operating the Complex. (b) Notwithstanding the foregoing and any other provision in this Agreement to the contrary, if any insurance coverage that was obtained by the Seller and is set forth in [Part _____ ] of Schedule 8 is not available or in effect during any time that the Purchaser is entitled to operate the Complex pursuant to this Section 5.13 or does not cover such operation, then the Purchaser shall not enter or operate the Complex, and shall immediately cease operation and promptly quit possession of the Complex, as the case may be, unless and until such time that the Purchaser either: (i) obtains, and thereafter continuously maintains, and provides written evidence to the Seller and the Agent of the procurement of, the policies of insurance set forth in Schedule 8, (A) 8 with terms and conditions which in all material respects (including deductibles, endorsements, terms for reinsurance and security in favor of the Lenders) conform to the terms and conditions of the policies of insurance of such type which had been most recently procured by the Seller, and (B) Seller with an internationally reputable insurer(s) with a rating(s) rating of not less than the rating of the insurer that provided policies of insurance which had been most recently procured by the Seller________; or (ii) agrees in writing to defend, indemnify and hold the Seller harmless from and against any loss or damage sustained as a result of an event that occurred during the period of the Purchaser's operation of the Complex to the extent that such loss or damage would have been covered by the insurance set forth in Schedule 8 that the Seller most recently had in effect prior to the Purchaser's operation of the Complex, including but not limited to loss or damage to the Complex and loss or damage resulting from third Party claims. (c) In the event that, at any time, the Purchaser obtains insurance pursuant to this Section 5.13, , (i) the Seller and the Lenders (so long as they shall have an insurable interest in the Complex) shall be named as joint insureds and the Lenders (so long as they shall have an insurable interest in the Complex) shall be named as the sole loss payee on any such insurance, and and (ii) the Seller shall reimburse the Purchaser for the actual out of pocket costs of such insurance and all reasonable administrative costs incurred by the Purchaser in procuring such insurance. (d) Notwithstanding any other provision of this Agreement to the contrary, the Purchaser shall indemnify, defend and hold harmless the Seller from any loss or damage to the Complex incurred or sustained by the Seller by reason of the Purchaser’s negligence or willful misconduct in the operation of the Complex during such period, but only to the extent that such loss or damage is not covered by the Seller's insurance.

Cessation of Operation of the Complex. (a) If, after the Commercial Operations Date, without the prior written consent of the Purchaser, the Seller shall have ceased to operate the Complex for a period of forty eight (48) consecutive hours other than because of : (i) a Force Majeure Event, , (ii) a Scheduled Outage, (iii) a Maintenance Outage, (iv) a Forced Outage or a Partial Forced Outage, (v) a Non-Project Event, , , (iii) any Forced Outage or Partial Forced Outage which the Purchaser does not dispute, (iv) Scheduled Outage, (v) Maintenance Outage, or (vi) the wind speed not within the Cut In Wind Speed and Cut Out Wind Speed; (vii) any act or omission of the Purchaser and/or the Grid System Operator that effectively prevents the Seller or its Contractors from operating the Complex. , then the Purchaser shall shall, subject to the restrictions set forth in this Section 5.15, be entitled to (A) enter the Complex and operate it until the Seller demonstrates, demonstrates to the reasonable satisfaction of the Purchaser, Purchaser that the Seller can and will resume normal operation of the Complex or until the Lenders shall have exercised their rights in accordance with the Financing Documents including the EPA Direct Agreement to enter or procure a third party to enter the Complex and operate itit by exercising their rights under the Financing Documents, and (B) as soon as is practicable, send written notice of such entry to the Agent (as defined in Section 16.5) in accordance with the procedure set forth in Section 16.5. During any period that the Purchaser shall operate the Complex pursuant to this Section, the Purchaser shall: shall (i) operate the Complex within the Technical Limits and in accordance with Laws of PakistanLimits, Prudent Utility Practices and Prudent Electrical Practices, (ii) bear all costs of such operation, and and (iii) continue to pay to the Seller the Loan Principal Repayment Component and the Interest Charges Component of the applicable Energy Price, multiplied by based on the Monthly Benchmark Energy (prorated on daily basis, provided, however, that the Seller shall not be entitled to any payment during such period to which it would not be entitled if it itself had been operating the Complexas applicable). (b) Notwithstanding the foregoing and any other provision in this Agreement to the contrary, if any insurance coverage that was obtained by the Seller and is set forth in Part II of Schedule 8 is not available or in effect during any time that the Purchaser is entitled to operate the Complex pursuant to this Section 5.13 5.15 or does not cover such operation, then the Purchaser shall not enter or operate the Complex, and shall immediately cease operation and promptly quit possession of the Complex, as the case may be, unless and until such time that the Purchaser either: (i) : obtains, and thereafter continuously maintains, and provides written evidence to the Seller and the Agent of the procurement of, the policies of insurance set forth in Part II of Schedule 8, 8 (A) with terms and conditions which in all material respects (including deductibles, endorsements, terms for reinsurance and security in favor of the Lenders) conform to the terms and conditions of the policies of insurance of such type which had been most recently procured by the Seller, and and (B) with an internationally reputable insurer(s) with a rating(s) of not less than the rating of the insurer that provided providing the policies of insurance which had been most recently procured by the Seller; or (ii) or agrees in writing to defend, indemnify and hold the Seller harmless from and against any loss or damage sustained as a result of an event that occurred during the period of the Purchaser's ’s operation of the Complex to the extent that such loss or damage would have been covered by the insurance set forth in Schedule 8 that the Seller most recently had in effect prior to the Purchaser's ’s operation of the Complex, including but not limited to loss or damage to the Complex and loss or damage resulting from third Party claims. (c) In the event that, at any time, the Purchaser obtains insurance pursuant to this Section 5.13, 5.15, (i) the Seller and the Lenders (so long as they shall have an insurable interest in the Complex) shall be named as joint insureds insured and the Lenders (so long as they shall have an insurable interest in the Complex) shall be named as the sole loss payee on any such insurance, and and (ii) the Seller shall reimburse the Purchaser for the actual out of pocket costs of such insurance and all reasonable administrative costs incurred by the Purchaser in procuring such insurance. (d) Notwithstanding any other provision of this Agreement to the contrary, the Purchaser shall indemnify, defend and hold harmless the Seller from any loss or damage to the Complex incurred or sustained by the Seller by reason of the Purchaser’s negligence or willful misconduct in the operation of the Complex during such period, but only to the extent that such loss or damage is not covered by the Seller's ’s insurance.

Cessation of Operation of the Complex. (a) If, after the Commercial Operations Date, without the prior written consent of the Purchaser, the Seller shall have ceased to operate the Complex for a period of forty eight thirty (4830) consecutive hours Days other than because of of: (i) a Force Majeure Event, (ii) a Scheduled Outage, (iii) Outage or a Maintenance Outage, (iviii) a Forced Outage or a Partial Forced Outage, (viv) a Non-Project Event,, or (vi) the wind speed not within the Cut In Wind Speed and Cut Out Wind Speed; (viiv) any act or omission of the Purchaser and/or the Grid System Operator that effectively prevents the Seller or its Contractors from operating the Complex. , then the Purchaser shall be entitled to (A) enter the Complex and operate it until the Seller demonstrates, to the reasonable satisfaction of the Purchaser, that the Seller can and will resume normal operation of the Complex or until the Lenders shall have exercised their rights in accordance with the Financing Documents Documents, including the EPA Direct Agreement Agreement, to enter the Complex and operate it, and (B) as soon as is reasonably practicable, send written notice of such entry to the Lender or the Agent (as defined in Section 16.5) in accordance with the procedure set forth in Section 16.516.5 and the EPA Direct Agreement. During any period that the Purchaser shall operate operates the Complex pursuant to this SectionSection 5.12, the Purchaser shall: shall (i) operate the Complex within the Technical Limits and in accordance with Laws of Pakistan, Prudent Utility Practices and Prudent Electrical Practices, , (ii) bear all costs of such operation, and and (iii) pay to the Seller the Loan Principal Repayment Component and the Interest Charges Component of the applicable Energy Price, Price multiplied by the Monthly Benchmark Average Daily Energy prorated on daily basis, during such period (to the extent Ambient Site Conditions enabled such generation); provided, however, that the Seller shall not be entitled to any payment during such period to which it would not be entitled if it itself the Complex had been operating operated by the ComplexSeller during such period. (b) Notwithstanding the foregoing and any other provision in this Agreement to the contrary, if any insurance coverage that was obtained by the Seller and is set forth in Schedule 8 is not available or in effect during any time that the Purchaser is entitled to operate the Complex pursuant to this Section 5.13 5.12 or does not cover such operation, then the Purchaser shall not enter or operate the Complex, and shall immediately cease operation and promptly quit possession of the Complex, as the case may be, unless and until such time that the Purchaser either: (i) obtains, and thereafter continuously maintains, and provides written evidence to the Seller and the Lender or the Agent of the procurement of, the policies of insurance set forth in Schedule 8, (A) with terms and conditions which in all material respects (including deductibles, endorsements, terms for reinsurance and security in favor of the Lenders) conform to the terms and conditions of the policies of insurance of such type which had been most recently procured by the Seller, and (B) with an internationally reputable insurer(s) with a rating(s) of not less than the rating of the insurer that provided policies of insurance which had been most recently procured by the Seller; or (ii) agrees in writing to defend, indemnify and hold the Seller harmless from and against any loss or damage sustained as a result of an event that occurred during the period of the Purchaser's operation of the Complex to the extent that such loss or damage would have been covered by the insurance set forth in Schedule 8 that the Seller most recently had in effect prior to the Purchaser's operation of the Complex, including but not limited to loss or damage to the Complex and loss or damage resulting from third Party claims. (c) In the event that, at any time, the Purchaser obtains insurance pursuant to this Section 5.135.12, (i) the Seller and the Lenders (so long as they shall have an insurable interest in the Complex) shall be named as joint insureds and the Lenders (so long as they shall have an insurable interest in the Complex) shall be named as the sole loss payee on any such insurance, and (ii) the Seller shall reimburse the Purchaser for the actual out of out-of-pocket costs of such insurance and all reasonable administrative costs incurred by the Purchaser in procuring such insurance. (d) Notwithstanding any other provision of this Agreement to the contrary, the Purchaser shall indemnify, defend and hold harmless the Seller from any loss or damage to the Complex incurred or sustained by the Seller by reason of the Purchaser’s negligence or willful misconduct in the operation of the Complex during such period, but only to the extent that such loss or damage is not covered by the Seller's insurance.