Common use of Company Events of Default Clause in Contracts

Company Events of Default. JPS may give a notice of default under this Agreement (a “JPS Notice of Default”) upon the occurrence of any of the following events unless caused by a breach by JPS of this Agreement (each a “Company Event of Default”): 14.1.1 The failure of the Company to post the Construction Security Deposit in accordance with Clause 9.4.7; 14.1.2 The failure of the Company to achieve the Commencement of Construction within [ninety (90)] Days after the Agreement Date; 14.1.3 The Abandonment by the Company of the construction of the Facility after its Commencement of Construction without the written consent of JPS; 14.1.4 The failure of the Company to achieve the Commercial Operations Date within one (1) year after the Required Commercial Operations Date; 14.1.5 The failure of the Company to provide or replenish the Operations Security Deposit in accordance with Clause 9.4.7(c) of this Agreement; 14.1.6 The Abandonment by the Company of the operation of the Facility; 14.1.7 Wilful alteration of, or tampering by the Company, or its employees or agents acting within the scope of their employment, with the Interconnection Facilities without the prior written consent of JPS, except in situations where such actions are taken to prevent immediate injury, death, or property damage and the Company uses all reasonable efforts to provide JPS with advance notice of the need for such actions; 14.1.8 The assignment or transfer of this Agreement or an assignment, transfer or acquisition in breach of Clause 16.1 or 16.2 of this Agreement; 14.1.9 Any failure by the Company to make any payment or payments required to be made by it to JPS under this Agreement within ten (10) Days after the Company is given notice that the payment was not made by the due date for payment under the relevant agreement, which payment or payments exceed in the aggregate at any one time the equivalent of [AMOUNT TO BE AGREED Dollars ($[FIGURES])] (or the Jamaican Dollar equivalent); 14.1.10 Except for the purpose of amalgamation, or reconstruction (provided that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events: (a) the passing of a resolution by the owners/shareholders of the Company for the winding up of the Company; (b) the admission in writing by the Company of its inability generally to pay its debts as they become due; (c) the appointment of a provisional manager, trustee or Liquidator in a winding up proceeding after notice to the Company and due hearing; or

Company Events of Default. JPS GPL may give a notice of default under this Agreement (a “JPS GPL Notice of Default”) upon the occurrence of any of the following events unless caused by a breach by JPS GPL of this Agreement (each a “Company Event of Default”): 14.1.1 The failure of the Company to post the Construction Security Deposit in accordance with Clause 9.4.7; 14.1.2 The failure of the Company to achieve the Commencement of Construction within [ninety (90)[ ] Days after the Agreement Date; 14.1.3 The Abandonment by the Company of the construction of the Facility after its Commencement of Construction without the written consent of JPSGPL; 14.1.4 The failure of the Company to achieve the Commercial Operations Date within one one (1) year month after the Required Commercial Operations Date; 14.1.5 The failure of the Company to provide or replenish the Operations Security Deposit in accordance with Clause 9.4.7(c) of this Agreement; 14.1.6 The Abandonment by the Company of the operation of the Facility; 14.1.7 Wilful alteration of, or tampering by the Company, or its employees or agents acting within the scope of their employment, with the Interconnection Facilities without the prior written consent of JPSGPL, except in situations where such actions are taken to prevent immediate injury, death, or property damage and the Company uses all reasonable efforts to provide JPS GPL with advance notice of the need for such actions; 14.1.8 The assignment or transfer of this Agreement or an assignment, transfer transfer, or acquisition in breach of Clause 16.1 or 16.2 of this Agreement; 14.1.9 Any failure by the Company to make any payment or payments required to be made by it to JPS GPL under this Agreement within ten (10) Days after the Company is given notice that the payment was not made by the due date for payment under the relevant agreement, which payment or payments exceed in the aggregate at any one time the equivalent of [AMOUNT TO BE AGREED Dollars ($[FIGURES])] (or the Jamaican Guyana Dollar equivalentequivalent at the prevailing exchange rate); 14.1.10 Except 14.1. 10Except for the purpose of amalgamation, or reconstruction (provided that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events: (a) the passing of a resolution by the owners/shareholders of the Company for the winding up of the Company; (b) the admission in writing by the Company of its inability generally to pay its debts as they become due; (c) the appointment of a provisional manager, trustee or Liquidator in a winding up proceeding after notice to the Company and due hearing; or (d) the making by the Court of an order winding up the Company; provided that a dissolution of the Company shall not constitute a Company Event of Default if GPL has approved any such change in advance in accordance with the terms of this Agreement; or (e) the dissolution of any entity comprising the Company; 14.1. 11Any material breach by the Company of any representation, warranty or covenant in this Agreement save that the Parties agree that a breach of the covenant contained in Clause 5.3.2 shall not constitute a Company Event of Default unless such breach constitutes a Company Event of Default pursuant to Clause 14.1.4; or 14.1. 12The failure of the Company to make the payment required to be made by it under Clause 9.4.7(c).

Company Events of Default. JPS may give a notice of default under this Agreement (a “"JPS Notice of Default”") upon the occurrence of any of the following events unless caused by a breach by JPS of this Agreement (each a “"Company Event of Default”"): 14.1.1 14.1.1. The failure of the Company to post the Construction Security Deposit in accordance with Clause 9.4.7begin construction after Two Hundred and Forty (240) Days; 14.1.2 The failure of the Company to achieve the Commencement of Construction within [ninety (90)] Days after the Agreement Date; 14.1.3 14.1.2. The Abandonment by the Company of the construction of the Facility after its Commencement of Construction Complex without the written consent of JPS; 14.1.4 14.1.3. The failure of the Company to achieve the Commercial Operations Date within one one (1) year Year after the Required Commercial Operations Date; 14.1.5 The failure of the Company to provide or replenish the Operations Security Deposit in accordance with Clause 9.4.7(c) of this Agreement; 14.1.6 14.1.4. The Abandonment by the Company of the operation of the FacilityComplex by the Company without the written consent of JPS; 14.1.7 Wilful alteration 14.1.5. Alteration of, or tampering by the Company, or its employees or agents acting within the scope of their employment, with the Interconnection Facilities without the prior written consent of JPS, by the Company, or its employees or agents, except in situations where such actions are taken to prevent immediate injury, death, or property damage and the Company uses all reasonable its best efforts to provide JPS with advance notice of the need for such actions; 14.1.8 14.1.6. The total or partial assignment or transfer of this Agreement or an assignment, transfer or acquisition in breach of Clause 16.1 18.1 or 16.2 18.2 of this Agreement; 14.1.9 14.1.7. Any failure by the Company to make any payment or payments required to be made by it to JPS under this Agreement within ten (10) Days after the Company is given notice that the payment was not made by the due date for payment under the relevant agreement, which payment or payments exceed in the aggregate at any one time the equivalent of [AMOUNT TO BE AGREED Twenty Thousand Dollars ($[FIGURES]20,000.00)] (or ; provided that the Jamaican Dollar equivalent)Company has not disputed the said payment pursuant to Clause 10.5.6 and the Dispute remains unresolved; 14.1.10 14.1.8. Except for the purpose of amalgamation, reorganization or reconstruction (provided that such amalgamation or reconstruction does not affect the ability of the amalgamated amalgamated, reorganized or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events: (a) the passing of a resolution by the owners/shareholders of the Company for the winding up of the Company; (b) the admission in writing by the Company of its inability generally to pay its debts as they become due; (c) the appointment of a provisional manager, trustee or Liquidator in a proceeding for the winding up proceeding of the Company after notice to the Company and due hearing; oror (d) the making by the Court of an order winding up the Company; provided that a dissolution of the Company shall not constitute a Company Event of Default if JPS has approved any such change in advance in accordance with the terms of this Agreement; or (e) the dissolution of any entity comprising the Company; 14.1.9. Failure to comply with the terms of an expert decision in the terms of Clause 16.2.6, an arbitral award or court decision resulting from a dispute under this Agreement; 14.1.10. Any material and repeated unremedied defaults by the Company of its obligations under this Agreement which, following notice by JPS, has not been remedied by the Company within the period set out in the Notice of Default in Clause 14.3.1; 14.1.11. Any material breach by the Company of any representation, warranty or covenant in this Agreement, provided that the Parties agree that a breach of the covenant contained in Clause 5.3.2 shall not constitute a Company Event of Default unless such a breach constitutes a Company Event of Default pursuant to Clause 14.1.3;

Company Events of Default. JPS may give a notice of default under this Agreement (a “JPS Notice of Default”) upon the occurrence of any of the following events unless caused by a breach by JPS of this Agreement (each a “Company Event of Default”): 14.1.1 The 15.1.1 the failure of the Company to post the Construction Security Deposit in accordance with Clause 9.4.7; 14.1.2 The 15.1.2 the failure of the Company to achieve the Commencement of Construction within [ninety sixty (9060)] Days after the Agreement Date; 14.1.3 The 15.1.3 an Abandonment by the Company of the construction of the Facility after its Commencement of Construction without the written consent of JPS; 14.1.4 The 15.1.4 the failure of the Company to achieve the Commercial Operations Date within one (1) year after the Required Commercial Operations Date; 14.1.5 The 15.1.5 the failure of the Company to provide or replenish the Operations Security Deposit in accordance with Clause 9.4.7(c) of this Agreement; 14.1.6 The 15.1.6 the Abandonment by the Company of the operation of the Facility; 14.1.7 Wilful alteration of, or 15.1.7 wilful tampering by the Company, or its employees or agents acting within the scope of their employment, with the Interconnection Facilities without the prior written consent of JPS, except in situations where such actions are taken to prevent immediate injury, death, or property damage and the Company uses all reasonable efforts to provide JPS with advance notice of the need for such actions; 14.1.8 The 15.1.8 the assignment or transfer of this Agreement or an assignment, transfer or acquisition in breach of Clause 16.1 17.1 or 16.2 17.2 of this Agreement; 14.1.9 Any 15.1.9 any failure by the Company to make any payment or payments required to be made by it to JPS under this Agreement within ten (10) Days after the Company is given notice that the payment was not made by the due date for payment under the relevant agreement, which payment or payments exceed in the aggregate at any one time the equivalent of [AMOUNT TO BE AGREED five hundred thousand Dollars ($[FIGURES]500,000.00)] (or the Jamaican Dollar equivalent); 14.1.10 Except 15.1.10 except for the purpose of amalgamation, or reconstruction (provided that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events: (a) the passing of a resolution by the owners/shareholders owners of the Company for the winding up of the Company; (b) the admission in writing by the Company of its inability generally to pay its debts as they become due; (c) the appointment of a provisional manager, trustee or Liquidator liquidator in a winding up proceeding after notice to the Company and due hearing; or (d) the making by the Court of an order winding up the Company; provided that a dissolution of the Company shall not constitute a Company Event of Default if JPS has approved any such change in advance in accordance with the terms of this Agreement; or (e) the dissolution of any entity comprising the Company; 15.1.11 any material breach by the Company of any representation, warranty or covenant in this Agreement save that the Parties agree that a breach of the covenant contained in Clause 5.3.2 shall not constitute a Company Event of Default unless such breach constitutes a Company Event of Default pursuant to Clause 15.1.4; or 15.1.12 the failure of the Company to make the payment required to be made by it under Clause 9.7.7(c).

Company Events of Default. JPS may give a notice of default under this Agreement (a “"JPS Notice of Default”") upon the occurrence of any of the following events unless caused by a breach by JPS of this Agreement (each a “"Company Event of Default”):"): - 14.1.1 12.1.1 The failure of the Company to post the Construction Security Deposit in accordance with Clause 9.4.7;begin construction after One Hundred and Eighty (180) days after signing of this Agreement. 14.1.2 The failure of the Company to achieve the Commencement of Construction within [ninety (90)] Days after the Agreement Date; 14.1.3 12.1.2 The Abandonment by the Company of the construction of the Facility after its Commencement of Construction Complex without the written consent of JPS; 14.1.4 12.1.3 The failure of the Company to achieve the Commercial Operations Date within one (1) year Year after the Required Scheduled Commercial Operations Date; 14.1.5 The failure of the Company to provide or replenish the Operations Security Deposit in accordance with Clause 9.4.7(c) of this Agreement; 14.1.6 12.1.4 The Abandonment by the Company of the operation of the FacilityComplex by the Company without the written consent of JPS; 14.1.7 Wilful 12.1.5 Willful alteration of, or tampering by the Company, or its employees or agents acting within the scope of their employment, with the Interconnection Facilities without the prior written consent of JPS, by the Company, or its employees or agents, except in situations where such actions are taken to prevent immediate injury, death, or property damage and the Company uses all reasonable its best efforts to provide JPS with advance notice of the need for such actions; 14.1.8 12.1.6 The assignment or transfer of this Agreement or an assignment, transfer or acquisition in breach of Clause 16.1 17.1 or 16.2 17.2 of this Agreement; 14.1.9 12.1.7 Any failure by the Company to make any payment or payments required to be made by it to JPS under this Agreement within ten (10) Days after the Company is given notice that the payment was not made by the due date for payment under the relevant agreement, which payment or payments exceed in the aggregate at any one time the equivalent of [AMOUNT TO BE AGREED Dollars ($[FIGURESAMOUNT])] (or the Jamaican Dollar equivalent); 14.1.10 12.1.8 Except for the purpose of amalgamation, amalgamation or reconstruction (provided Provided that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events: (a) the passing of a resolution by the owners/shareholders of the Company for the winding up of the Company; (b) the admission in writing by the Company of its inability generally to pay its debts as they become due; (c) the appointment of a provisional manager, trustee or Liquidator in a proceeding for the winding up proceeding of the Company after notice to the Company and due hearing; or (d) the making by the Court of an order winding up the Company; provided that a dissolution of the Company shall not constitute a Company Event of Default if JPS has approved any such change in advance in accordance with the terms of this Agreement; or (e) the dissolution of any entity comprising the Company; 12.1.9 Any material breach by the Company of any representation, warranty or covenant in this Agreement save that the Parties agree that a breach of the covenant contained in Clause 5.3.2 shall not constitute a Company Event of Default unless such breach constitutes a Company Event of Default pursuant to Clause 12.1.3; or

Company Events of Default. JPS may give a notice of default under this Agreement (a “"JPS Notice of Default”") upon the occurrence of any of the following events unless caused by a breach by JPS of this Agreement (each a “"Company Event of Default”):"): - 14.1.1 12.1.1 The failure of the Company to post the Construction Security Deposit in accordance with Clause 9.4.7;begin construction after One Hundred and Eighty (180) days after signing of this Agreement. 14.1.2 The failure of the Company to achieve the Commencement of Construction within [ninety (90)] Days after the Agreement Date; 14.1.3 12.1.2 The Abandonment by the Company of the construction of the Facility after its Commencement of Construction Complex without the written consent of JPS; 14.1.4 12.1.3 The failure of the Company to achieve the Commercial Operations Date within one (1) year Year after the Required Scheduled Commercial Operations Date; 14.1.5 The failure of the Company to provide or replenish the Operations Security Deposit in accordance with Clause 9.4.7(c) of this Agreement; 14.1.6 12.1.4 The Abandonment by the Company of the operation of the FacilityComplex by the Company without the written consent of JPS; 14.1.7 Wilful 12.1.5 Willful alteration of, or tampering by the Company, or its employees or agents acting within the scope of their employment, with the Interconnection Facilities without the prior written consent of JPS, by the Company, or its employees or agents, except in situations where such actions are taken to prevent immediate injury, death, or property damage and the Company uses all reasonable its best efforts to provide JPS with advance notice of the need for such actions; 14.1.8 12.1.6 The assignment or transfer of this Agreement or an assignment, transfer or acquisition in breach of Clause 16.1 17.1 or 16.2 17.2 of this Agreement; 14.1.9 12.1.7 Any failure by the Company to make any payment or payments required to be made by it to JPS under this Agreement within ten (10) Days after the Company is given notice that the payment was not made by the due date for payment under the relevant agreement, which payment or payments exceed in the aggregate at any one time the equivalent of [AMOUNT TO BE AGREED Dollars ($[FIGURESAMOUNT])] (or ]; provided that the Jamaican Dollar equivalent)Company has not disputed the said payment pursuant to Clause 9.3.2 and the Dispute remains unresolved; 14.1.10 12.1.8 Except for the purpose of amalgamation, amalgamation or reconstruction (provided Provided that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events: (a) the passing of a resolution by the owners/shareholders of the Company for the winding up of the Company; (b) the admission in writing by the Company of its inability generally to pay its debts as they become due; (c) the appointment of a provisional manager, trustee or Liquidator in a proceeding for the winding up proceeding of the Company after notice to the Company and due hearing; or (d) the making by the Court of an order winding up the Company; provided that a dissolution of the Company shall not constitute a Company Event of Default if JPS has approved any such change in advance in accordance with the terms of this Agreement; or (e) the dissolution of any entity comprising the Company; 12.1.9 Any material breach by the Company of any representation, warranty or covenant in this Agreement save that the Parties agree that a breach of the covenant contained in Clause 5.3.2 shall not constitute a Company Event of Default unless such breach constitutes a Company Event of Default pursuant to Clause 12.1.3; or

Company Events of Default. JPS may give a notice The following events shall be events of default under this Agreement (a “JPS Notice of Default”) upon by the occurrence of any of the following events unless caused by a breach by JPS of this Agreement Company (each a “Company Event of Default”), provided, however, that no such event shall be a Company Event of Default if it is caused in whole or material part by a breach by the Power Purchaser of, or a default by the Power Purchaser under, this Agreement (including any Power Purchaser Event of Default), a breach by the GOP of, or a default by the GOP under, the Implementation Agreement (including any GOP Event of Default thereunder, or if it occurs as a result of a Force Majeure Event (except in the case of Section 16.1(c)): 14.1.1 The (a) the failure of the Company to post the Construction Security Deposit in accordance with Clause 9.4.7;Company: 14.1.2 The failure of the Company (i) to achieve the Commencement of Construction Start Date within [ninety (90)] ) Days after the Agreement Date;following Financial Closing; or 14.1.3 The Abandonment by the Company of the construction of the Facility after its Commencement of Construction without the written consent of JPS; 14.1.4 The failure of the Company (ii) to achieve the Commercial Operations Date within one not later than four hundred (1400) year Days after the Required Commercial Operations Date; 14.1.5 The (b) after the Construction Start Date but prior to the achievement of the Commercial Operations Date, the failure of the Company to provide or replenish prosecute the Project in a diligent manner or, following the Commercial Operations Security Deposit in accordance with Clause 9.4.7(c) of this Agreement; 14.1.6 The Date, an Abandonment by the Company of the operation of the Facility; 14.1.7 Wilful alteration of, or tampering by the Company, or its employees or agents acting within the scope of their employmentin each case, with the Interconnection Facilities without the prior written consent of JPS, except the Power Purchaser and which in situations where such actions are taken to prevent immediate injury, death, or property damage and the Company uses all reasonable efforts to provide JPS with advance notice each case continues for a period of the need for such actionsthirty (30) consecutive Days ; 14.1.8 The assignment or transfer (c) the Company’s failure (i) to pay any undisputed amount due from it under the provisions of Section 9.6 of this Agreement by the Due Date for the relevant invoice or an assignmentto make any other payment when required to be made, transfer in each case, that is not remedied within thirty-five (35) Days following notice from the Power Purchaser to the Company stating that a payment default has occurred and is continuing and describing such payment default in reasonable detail or acquisition (ii) to post and thereafter maintain security in breach of Clause 16.1 or 16.2 of the amount required under Section 2.7 as required to be maintained by the Company under this Agreement; 14.1.9 Any failure (d) any assignment or contemplated assignment of assets or rights, novation or transfer of rights and / or obligations, by the Company in breach of the Agreement including but not limited to make any payment or payments required to be made by it to JPS under this Agreement within ten (10) Days after the Company is given notice that the payment was not made by the due date for payment under the relevant agreement, which payment or payments exceed in the aggregate at any one time the equivalent of [AMOUNT TO BE AGREED Dollars ($[FIGURES])] (or the Jamaican Dollar equivalent)Section 19.9; 14.1.10 Except (e) except for the purpose of amalgamation, or reconstruction (provided that such amalgamation or reconstruction that does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events: : (ai) any proceeding being validly instituted under the laws of Pakistan for the dissolution of the Company that is not stayed or suspended in ninety (90) Days; (ii) the passing of a resolution for the dissolution or winding up of the Company; (iii) the voluntary filing by the owners/shareholders Company of a winding up petition, or a request for a moratorium on debt payments or other similar relief; (iv) the Company appointment of a provisional liquidator in a proceeding for the winding up of the Company; (b) the admission in writing by the Company of its inability generally to pay its debts as they become due; (c) the appointment of a provisional manager, trustee or Liquidator in a winding up proceeding after notice to the Company and due hearing, which appointment has not been set aside or stayed within ninety (90) Days of such appointment; or (v) the making by a court with jurisdiction over the Company of an order winding up the Company which order is not stayed or reversed by a court of competent jurisdiction within ninety (90) Days; (f) any statement, representation or warranty by the Company in this Agreement (or in a certificate delivered pursuant to Section 2.8) proving to have been incorrect, in any material respect, when made or when reaffirmed and such incorrect statement, representation or warranty having a material adverse effect on the Company’s ability to perform its obligations under this Agreement or having a material adverse effect on the rights or obligations of the Power Purchaser under this Agreement or any statement, undertaking or representation is being found to be inaccurate or breached including but not limited to holding / affiliate companies undertaking with regards to minimum equity obligation / share transfer restriction on the Initial Shareholders; (g) any material breach or material default by the Company of this Agreement (other than any breach or default referred to in the other sub-sections of this Section 16.1), including any material breach or default in the performance of its obligation to act in accordance with Prudent Utility Practices, which is not remedied within thirty (30) Days after notice to the Company from the Power Purchaser, stating that a material breach or default under this Agreement has occurred and is continuing and identifying the material breach or default in question in reasonable detail; (h) tampering on three (3) or more separate occasions by the Company or its Contractors or their employees acting in the course of their employment with the Metering System or the Back-Up Metering System; (i) after the Commercial Operations Date, the Company’s failure to maintain an average Available Capacity (excluding, for the purpose of calculating such average, any periods of Scheduled Outage) of seventy-five percent (75%) or higher of the Contract Capacity over any period of eighteen (18) consecutive months, unless that failure is due to a Major Equipment Failure, in which case the eighteen (18) consecutive month period referred to above shall be thirty (30) consecutive months; provided the Company has commenced and is diligently continuing to remedy such Major Equipment Failure during that period; (i) the exercise by the Lenders of their remedies under the Financing Documents with respect to either the assets comprising the Complex or any Ordinary Share Capital pledged to the Lenders under the Financing Documents such that the Company or its management are removed by the Lenders from control of the Complex or of the Company, and (ii) the failure by the Lenders or the Agent to deliver a Succession Notice pursuant to Section 19.9(c) or to transfer the Complex and the rights and obligations of the Company under this Agreement and the Implementation Agreement to a Transferee within two hundred and forty (240) Days after the Company or its management are removed by the Lenders from control of the Complex or of the Company; and (k) any material breach by the Company of the Implementation Agreement that is not remedied within thirty (30) Days after notice from the Power Purchaser or the GOP to the Company, which notice states that a material breach of such agreement has occurred and is continuing that could result in the termination of such agreement, and identifies the material breach in question in reasonable detail. (l) Prior to the occurrence of the Commercial Operations Date, failure of the Company to achieve the Contract Capacity as established pursuant to Section 8.3 by an amount to exceed in aggregate ten percent (10%) of the Contract Capacity

Company Events of Default. JPS may give a notice of default under this Agreement (a “"JPS Notice of Default”") upon the occurrence of any of the following events unless caused by a breach by JPS of this Agreement (each a “"Company Event of Default”):"): - 14.1.1 12.1.1. The failure of the Company to post the Construction Security Deposit in accordance with Clause 9.4.7;begin construction after One Hundred and Eighty (180) days after signing of this Agreement. 14.1.2 The failure of the Company to achieve the Commencement of Construction within [ninety (90)] Days after the Agreement Date; 14.1.3 12.1.2. The Abandonment by the Company of the construction of the Facility after its Commencement of Construction Complex without the written consent of JPS; 14.1.4 12.1.3. The failure of the Company to achieve the Commercial Operations Date within one (1) year Year after the Required Scheduled Commercial Operations Date; 14.1.5 The failure of the Company to provide or replenish the Operations Security Deposit in accordance with Clause 9.4.7(c) of this Agreement; 14.1.6 12.1.4. The Abandonment by the Company of the operation of the FacilityComplex by the Company without the written consent of JPS; 14.1.7 Wilful 12.1.5. Willful alteration of, or tampering by the Company, or its employees or agents acting within the scope of their employment, with the Interconnection Facilities without the prior written consent of JPS, by the Company, or its employees or agents, except in situations where such actions are taken to prevent immediate injury, death, or property damage and the Company uses all reasonable its best efforts to provide JPS with advance notice of the need for such actions; 14.1.8 12.1.6. The assignment or transfer of this Agreement or an assignment, transfer or acquisition in breach of Clause 16.1 17.1 or 16.2 17.2 of this Agreement; 14.1.9 12.1.7. Any failure by the Company to make any payment or payments required to be made by it to JPS under this Agreement within ten (10) Days after the Company is given notice that the payment was not made by the due date for payment under the relevant agreement, which payment or payments exceed in the aggregate at any one time the equivalent of [AMOUNT TO BE AGREED Dollars ($[FIGURESAMOUNT])] (or ]; provided that the Jamaican Dollar equivalent)Company has not disputed the said payment pursuant to Clause 9.3.2 and the Dispute remains unresolved; 14.1.10 12.1.8. Except for the purpose of amalgamation, amalgamation or reconstruction (provided Provided that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events: (a) the passing of a resolution by the owners/shareholders of the Company for the winding up of the Company; (b) the admission in writing by the Company of its inability generally to pay its debts as they become due; (c) the appointment of a provisional manager, trustee or Liquidator in a proceeding for the winding up proceeding of the Company after notice to the Company and due hearing; or (d) the making by the Court of an order winding up the Company; provided that a dissolution of the Company shall not constitute a Company Event of Default if JPS has approved any such change in advance in accordance with the terms of this Agreement; or

Company Events of Default. JPS may give a notice of default under this Agreement (a “"JPS Notice of Default”") upon the occurrence of any of the following events unless caused by a breach by JPS of this Agreement (each a “"Company Event of Default”):"): - 14.1.1 13.1.1. The failure of the Company to post the Construction Security Deposit in accordance with Clause 9.4.7begin construction after One Hundred and Eighty (180) days after signing of this Agreement; 14.1.2 The failure of the Company to achieve the Commencement of Construction within [ninety (90)] Days after the Agreement Date; 14.1.3 13.1.2. The Abandonment by the Company of the construction of the Facility after its Commencement of Construction Complex without the written consent of JPS; 14.1.4 13.1.3. The failure of the Company to achieve the Commercial Operations Date within one (1) year Year after the Required Scheduled Commercial Operations Date; 14.1.5 The failure of the Company to provide or replenish the Operations Security Deposit in accordance with Clause 9.4.7(c) of this Agreement; 14.1.6 13.1.4. The Abandonment by the Company of the operation of the FacilityComplex by the Company without the written consent of JPS; 14.1.7 13.1.5. Wilful alteration of, or tampering by the Company, or its employees or agents acting within the scope of their employment, with the Interconnection Facilities without the prior written consent of JPS, by the Company, or its employees or agents, except in situations where such actions are taken to prevent immediate injury, death, or property damage and the Company uses all reasonable its best efforts to provide JPS with advance notice of the need for such actions; 14.1.8 13.1.6. The assignment or transfer of this Agreement or an assignment, transfer or acquisition in breach of Clause 16.1 17.1 or 16.2 17.2 of this Agreement; 14.1.9 13.1.7. Any failure by the Company to make any payment or payments required to be made by it to JPS under this Agreement within ten (10) Days after the Company is given notice that the payment was not made by the due date for payment under the relevant agreement, which payment or payments exceed in the aggregate at any one time the equivalent of [AMOUNT TO BE AGREED Dollars ($[FIGURESAMOUNT])] (or ]; provided that the Jamaican Dollar equivalent)Company has not disputed the said payment pursuant to Clause 9.5.5 and the Dispute remains unresolved; 14.1.10 13.1.8. Except for the purpose of amalgamation, reorganization or reconstruction (provided recon- struction that such amalgamation or reconstruction does not affect the ability of the amalgamated amalgamated, reorganized or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events: (a) the passing of a resolution by the owners/shareholders of the Company for the winding up of the Company; (b) the admission in writing by the Company of its inability generally to pay its debts as they become due; (c) the appointment of a provisional manager, trustee or Liquidator in a proceeding for the winding up proceeding of the Company after notice to the Company and due hearing; or (d) the making by the Court of an order winding up the Company; provided that a dissolution of the Company shall not constitute a Company Event of Default if JPS has approved any such change in advance in accordance with the terms of this Agreement; or

Company Events of Default. JPS may give a notice of default under this Agreement (a “JPS Notice of Default”) upon the occurrence of any of the following events unless caused by a breach by JPS of this Agreement (each a “Company Event of Default”): 14.1.1 The failure of the Company to post the Construction Security Deposit in accordance with Clause 9.4.79.5.7; 14.1.2 The failure of the Company to achieve the Commencement of Construction within [ninety One Hundred and Eighty (90)] 180) Days after the Agreement Date; 14.1.3 The Abandonment by the Company of the construction of the Facility after its Commencement of Construction without the written consent of JPS; 14.1.4 The failure of the Company to achieve the Commercial Operations Date within one (1) year after the Required Commercial Operations Date; 14.1.5 The failure of the Company to provide or replenish the Operations Security Deposit in accordance with Clause 9.4.7(c9.5.7(c) of this Agreement; 14.1.6 The Abandonment by the Company of the operation of the Facility; 14.1.7 Wilful alteration of, or tampering by the Company, or its employees or agents acting within the scope of their employment, with the Interconnection Facilities without the prior written consent of JPS, except in situations where such actions are taken to prevent immediate injury, death, or property damage and the Company uses all reasonable efforts to provide JPS with advance notice of the need for such actions; 14.1.8 The assignment or transfer of this Agreement or an assignment, transfer or acquisition in breach of Clause 16.1 or 16.2 of this Agreement; 14.1.9 Any failure by the Company to make any payment or payments required to be made by it to JPS under this Agreement within ten (10) Days after the Company is given notice that the payment was not made by the due date for payment under the relevant agreement, which payment or payments exceed in the aggregate at any one time the equivalent of [AMOUNT TO BE AGREED Dollars ($[FIGURES])] (or the Jamaican Dollar equivalent); 14.1.10 Except for the purpose of amalgamation, or reconstruction (provided that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events: (a) the passing of a resolution by the owners/shareholders of the Company for the winding up of the Company; (b) the admission in writing by the Company of its inability generally to pay its debts as they become due; (c) the appointment of a provisional manager, trustee or Liquidator in a winding up proceeding after notice to the Company and due hearing; or (d) the making by the Court of an order winding up the Company; provided that a dissolution of the Company shall not constitute a Company Event of Default if JPS has approved any such change in advance in accordance with the terms of this Agreement; or (e) the dissolution of any entity comprising the Company; 14.1.11 Any material breach by the Company of any representation, warranty or covenant in this Agreement save that the Parties agree that a breach of the covenant contained in Clause 5.3.2 shall not constitute a Company Event of Default unless such breach constitutes a Company Event of Default pursuant to Clause 14.1.4; or 14.1.12 The failure of the Company to make the payment required to be made by it under Clause 9.5.7(c).

Company Events of Default. JPS may give a notice of default under this Agreement (a “JPS Notice of Default”) upon the The occurrence of any of the following events unless caused by a breach by JPS of this Agreement (each shall constitute a “Company Event of Default”):: 14.1.1 (a) The failure of the Company to post the Construction Security Deposit in accordance with Clause 9.4.7; 14.1.2 The failure of the Company to achieve the Commencement of Construction within [ninety Provisional Operations Start Date has not occurred by one hundred eighty (90)] Days after the Agreement Date; 14.1.3 The Abandonment by the Company of the construction of the Facility after its Commencement of Construction without the written consent of JPS; 14.1.4 The failure of the Company to achieve the Commercial Operations Date within one (1) year after the Required Commercial Operations Date; 14.1.5 The failure of the Company to provide or replenish the Operations Security Deposit in accordance with Clause 9.4.7(c) of this Agreement; 14.1.6 The Abandonment by the Company of the operation of the Facility; 14.1.7 Wilful alteration of, or tampering by the Company, or its employees or agents acting within the scope of their employment, with the Interconnection Facilities without the prior written consent of JPS, except in situations where such actions are taken to prevent immediate injury, death, or property damage and the Company uses all reasonable efforts to provide JPS with advance notice of the need for such actions; 14.1.8 The assignment or transfer of this Agreement or an assignment, transfer or acquisition in breach of Clause 16.1 or 16.2 of this Agreement; 14.1.9 Any failure by the Company to make any payment or payments required to be made by it to JPS under this Agreement within ten (10180) Days after the Required Provisional Operations Start Date. (b) The Operations Start Date has not occurred by one hundred eighty (180) Days after the Required Operations Start Date. (c) The Company is given notice that the payment was not made by the due date for payment under the relevant agreement, which payment or payments exceed in the aggregate at any one time the equivalent of [AMOUNT TO BE AGREED Dollars ($[FIGURES])] (or the Jamaican Dollar equivalent); 14.1.10 Except for the purpose of amalgamation, or reconstruction (provided that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, fails to perform any of its obligations under this Agreement)Agreement (other than a failure that constitutes a Company Event of Default under any other clause of this Section 15.1) which materially and adversely affects the performance of the Service. (d) At any time prior to the Operations Start Date, the occurrence aggregate amount (without double-counting) of any of all costs, expenses, and liabilities incurred or reasonably expected to be incurred in order to achieve the following events: (a) Operations Start Date exceeds the passing of a resolution by the owners/shareholders of amounts available to the Company under the Financing Agreements and any other sources of funding including Equity that are unconditionally available to the Company. (e) The Company (i) becomes voluntarily or involuntarily the subject of rehabilitation, receivership, or suspension of payment proceedings under any bankruptcy or insolvency law or other law or procedure for the winding up relief of the Companyfinancially distressed debtors; (bii) the admission does not, is unable, or admits in writing by the Company of its inability generally to pay its debts when due or as they become duemature; or (ciii) becomes insolvent, takes or suffers any action for its liquidation or dissolution, or has a receiver or liquidator appointed for all or any substantial part of its assets and, in the appointment event any such occurrence is involuntary, it results in the entry of a provisional manager, trustee an order for relief or Liquidator in a winding up proceeding after notice to the adjudication of the Company or any such guarantor of the Company as bankrupt or insolvent and due hearing; orit remains undismissed or undischarged for a period of thirty (30) Days. (f) The Company abandons the Project for more than fifteen (15) Business Days within any period of twenty (20) consecutive Business Days. (g) The Company ceases to provide all or a substantial part of the Services in accordance with this Agreement for more than fifteen (15) Business Days within any period of twenty (20) consecutive Business Days.