Common use of Contractor Events of Default Clause in Contracts

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default set forth below (each, a “Contractor Event of Default”): (a) Contractor or Contractor’s Surety becomes Bankrupt; (b) Contractor assigns or transfers this Agreement or any right or interest herein except in accordance with Article 25; (c) Contractor fails to maintain any insurance coverages required of it in accordance with Article 20 and Contractor fails to remedy such breach within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafter; (d) Contractor fails to perform any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; or (h) Contractor’s Surety defaults in the performance of its obligations under the Performance and Payment Bonds; or (i) Contractor voluntarily and completely ceases Work for a period of thirty (30) consecutive days and Contractor fails to resume the Work within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto;

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the The occurrence of any one or more events of default set forth below (each, the following shall constitute a “Contractor CONTRACTOR Event of Default”):Default under this Agreement: (a) Contractor or Contractor’s Surety becomes Bankrupt; (b) Contractor assigns or transfers Failure of CONTRACTOR to make any payment required under this Agreement or any right or interest herein except in accordance with Article 25; (c) Contractor fails to maintain any insurance coverages required of it in accordance with Article 20 and Contractor fails to remedy such breach Agreement, which failure is not cured within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing receipt of notice of such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafter;from OWNER. (db) Contractor fails Failure of CONTRACTOR to perform comply in any provision material respect with any material covenant, obligation or condition of this Agreement providing for the payment of money to Ownerother than covenants, except for any amounts disputed by Contractor obligations or conditions which result in good faitha default under subsection (a) above, and such which failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement is not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; or (h) Contractor’s Surety defaults in the performance of its obligations under the Performance and Payment Bonds; or (i) Contractor voluntarily and completely ceases Work for a period of thirty (30) consecutive days and Contractor fails to resume the Work cured within thirty (30) days after receipt of notice of such failure from OWNER; provided, however, that if such breach is one that cannot be cured in thirty (30) days with the exercise of reasonable diligence, such failure shall not result in a CONTRACTOR Event of Default if CONTRACTOR is diligently proceeding to cure such failure; and provided, further, that such extended cure period shall not exceed ninety (90) days without the written consent of OWNER. (c) CONTRACTOR voluntarily commences bankruptcy, insolvency, reorganization, stay, moratorium or similar debtor-relief proceedings or shall have become insolvent or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors. (d) Insolvency, receivership, reorganization, bankruptcy, or similar proceedings shall have been commenced against CONTRACTOR and such proceedings remain undismissed or unstayed for a period of ninety (90) days. (e) Any representation or warranty by CONTRACTOR is false or misleading in any material respect when made, and which is not cured, or the adverse effects of which are not remedied, within sixty (60) days after receipt of notice thereof from OWNER. (f) Unless such failure is the result of OWNER’s failure to meet its obligations pursuant hereto or a Force Majeure Event, the failure of CONTRACTOR to meet any Milestone Deadline on or before the applicable date set forth on which Contractor first receives a Notice from Owner Exhibit VIII (as such dates may be adjusted in accordance with respect thereto;the provisions hereof). (g) Failure by CONTRACTOR to perform any of its obligations as set forth in Section 3.18 (Timely Performance of the Work). (h) Failure by CONTRACTOR to maintain in full force and effect the Payment Bonds or the Performance Bonds. (i) Failure by CONTRACTOR to maintain the insurance coverages required by Article XV or Exhibit XIII.

Contractor Events of Default. Contractor 18.1.1 The following shall be in default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default set forth below (each, a considered “Contractor Event Events of Default”):: 18.1.1.1 if Contractor persistently fails or neglects to carry out the Work in accordance with the provisions of the Contract Documents, and fails, after five (a5) Contractor Business Days’ notice from MSG, to commence a cure to correct such failure or Contractor’s Surety becomes Bankruptneglects or fails thereafter to diligently pursue such cure to completion, as reasonably determined by MSG; 18.1.1.2 if Contractor breaches this Agreement and fails, after five (b5) Business Days’ notice from MSG, to commence a cure to correct such breach or fails thereafter to diligently pursue such cure to completion, as reasonably determined by MSG; 18.1.1.3 if Contractor repeatedly refuses or fails to supply enough properly skilled workers or proper Materials; 18.1.1.4 if Contractor fails to make payment to Subcontractors for materials or labor in accordance with the Subcontracts; 18.1.1.5 if Contractor repeatedly disregards Applicable Laws; 18.1.1.6 if a custodian, trustee or receiver is appointed for Contractor, or if Contractor becomes insolvent or bankrupt, is generally not paying its debts as they become due or makes an assignment for the benefit of creditors, or Contractor causes or suffers an order for relief to be entered with respect to it under applicable federal bankruptcy law, or applies for or consents to the appointment of a custodian, trustee or receiver for Contractor, or bankruptcy, reorganization, arrangement or insolvency proceedings, or other proceedings for relief under any bankruptcy or similar law or laws for the relief of debtors are instituted by or against Contractor, and in any of the foregoing cases such action is not discharged or terminated within sixty (60) Days of its institution; 18.1.1.7 if Contractor assigns or transfers transfers, or purports to assign or transfer, this Agreement or any right or interest herein herein, except as expressly permitted hereunder; and 18.1.1.8 if Contractor materially fails to perform the Work in accordance with Article 25; (c) Contractor fails to maintain any insurance coverages required of it in accordance with Article 20 and Contractor fails to remedy such breach within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafter; (d) Contractor fails to perform any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; or (h) Contractor’s Surety defaults in the performance of its obligations under the Performance and Payment Bonds; or (i) Contractor voluntarily and completely ceases Work for a period of thirty (30) consecutive days and Contractor fails to resume the Work within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto;Construction Schedule.

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the occurrence of any Any one or more of the following events of default set forth below (each, a will constitute an “Contractor Event of Default”):” on the part of Contractor hereunder: (a) Contractor or Contractor’s Surety becomes Bankrupt; (b) Contractor assigns or transfers this Agreement or any right or interest herein except in accordance with Article 25; (c) 1. Contractor fails to maintain pay any insurance coverages required sum of it in accordance with Article 20 and money due hereunder; or 2. Contractor fails to remedy such breach within thirty (30) days after provide the date on which Services as required under the Contract; or 3. Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) daysemploys an unauthorized alien in the performance of any work required under the Contract; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafter;or (d) 4. Contractor fails to perform any provision correct work that the Department has rejected as unacceptable or unsuitable; or 5. Contractor discontinues the performance of this Agreement providing for the payment of money to Ownerwork required under the Contract; or 6. As specified by the Department, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform resume work that has been discontinued; or 7. Contractor abandons the project; or 8. Contractor becomes insolvent or is declared bankrupt; or 9. Contractor files for reorganization under the bankruptcy code; or 10. Contractor commits any act of bankruptcy or insolvency, either voluntarily or involuntarily; or 11. Contractor fails to promptly pay any and all taxes or assessments imposed by and legally due the Department or federal government; or 12. Contractor makes an assignment for the benefit of creditors without the approval of the Department; or 13. Contractor made or has made a material misrepresentation or omission in any materials provided to the Department; or 14. Contractor commits any material provision breach of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) daysthe Contract; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto;or (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) 15. Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17performance bond; or (h) 16. Contractor fails to maintain the required insurance herein; or 17. The Department determines that the surety executing a bond, if applicable, used to secure Contractor’s Surety defaults performance of its obligations hereunder becomes unsatisfactory; or 18. Contractor transfers ownership in violation of the Contract; or 19. Contractor utilizes a vendor in the performance of its obligations under the Performance and Payment Bondswork required by the Contract which has been placed on the Department's Convicted Vendors List; or 20. Contractor is suspended or is removed as an authorized vendor by any state or federal agency or Contractor is convicted of a felony; or 21. Contractor refuses to allow public access to all documents, papers, letters or other material subject to the provisions of Chapter 119, Florida Statutes, made or received by Contractor in conjunction with the Contract and not otherwise deemed confidential, proprietary or a trade secret; or 22. Violation of Section 3.3.6 (i) Contractor voluntarily and completely ceases Work for a period Locations; No Off-shoring of thirty (30) consecutive days and Data), or Contractor’s permitting State Data to be transmitted, viewed or accessed outside of the United States; or 23. Contractor’s change of Subcontractors in violation of Section 3.3.3 of the Contract; or 24. For any other cause whatsoever that Contractor fails to resume perform in an acceptable manner as determined by the Work within thirty Department, including but not limited to failure to meet Performance Standards and/or pay associated guarantees; or 25. Failure to timely notify the Department upon discovery of problems or issues impacting claims processing related to the Plan; or 26. Failure to provide complete paid claims data to the Department’s Health Insurance Management Information System vendor; or 27. Failure to timely report and pay the transaction fee contained in section 287.057(22)(c), Florida Statutes, as detailed in Section 2.5 (30Compensation); or 28. Failure to meet the same monthly Performance Guarantee for at least three (3) days after the date on which Contractor first receives a Notice from Owner with respect thereto;months.

Contractor Events of Default. Any one (1) or more of the following events by Contractor, which is not cured within ten (10) Calendar Days after receipt of Notice thereof by the Department shall constitute an Event of Default: Contractor shall be fails to pay any sum of money due hereunder; Contractor fails to provide the Services required under this Contract; Contractor employs an unauthorized alien in default the performance of any work required under this Contract; Contractor fails to correct work that the Department has rejected as unacceptable or unsuitable; Contractor discontinues the performance of the work required under this Contract; Contractor fails to resume work that has been discontinued within a reasonable time after Notice to do so; Contractor abandons the project; Contractor becomes insolvent or is declared bankrupt; Contractor files for reorganization under the bankruptcy code; Contractor commits any action of bankruptcy or insolvency, either voluntarily or involuntarily; Contractor fails to promptly pay any and all taxes or assessments imposed by and legally due the State or federal government; Contractor makes an assignment for the benefit of creditors without the approval of the Department; Contractor makes or has made a material misrepresentation or omission in any materials provided to the Department; Contractor commits any material breach of this Contract; Contractor fails to furnish and maintain the performance bond; Contractor fails to procure and maintain the required insurance policies and coverages required by this Contract; The Department determines that the surety issuing a bond securing Contractor’s performance of its obligations pursuant hereunder becomes insolvent or unsatisfactory; Contractor utilizes a Subcontractor in the performance of the work required by this Contract, which has been placed on the State’s Convicted Contractor List; Contractor is suspended or is removed as an authorized Contractor by any State or federal agency; or Contractor is convicted of a felony; or is placed on the State’s Convicted Vendor List; or if Contractor’s license is suspended or revoked. Contractor refuses to allow public access to all documents, papers, letters or other material subject to the provisions of Chapter 119, Florida Statutes, made or received by Contractor in conjunction with this Agreement upon Contract and not otherwise deemed confidential, proprietary or a trade secret; Contractor refuses to allow auditor access as required by the occurrence Contract; Contractor’s license to provide Services in the State is suspended or revoked; Violation of any one or more events of default set forth below (eachsubsection 4.2.4.5, a “Contractor Event of Default”): (a) Contractor or Contractor’s Surety becomes Bankrupt; (b) Contractor assigns permitting State of Florida Data to be transmitted, viewed, or transfers this Agreement or any right or interest herein except accessed outside of the United States; Contractor’s change of Subcontractors in accordance with Article 25; (c) violation of subsection 4.2.3, Subcontractors, of the Contract; Upon discovery, Contractor fails to maintain Notify the Department within seven (7) Calendar Days of problems or issues impacting provision of Services; For any insurance coverages required of it in accordance with Article 20 and Contractor fails to remedy such breach within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafter; (d) other cause whatsoever that Contractor fails to perform any provision of this Agreement providing in an acceptable manner Failure to provide complete paid Claims data to the Department’s Health Insurance Management Information System Vendor; Failure to timely report and pay the transaction fee contained in subsection 287.057(22)(c), Florida Statutes, as detailed in subsection 3.7, Payments; or Failure to meet the same monthly Performance Guarantee for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty at least three (203) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; or (h) Contractor’s Surety defaults in the performance of its obligations under the Performance and Payment Bonds; or (i) Contractor voluntarily and completely ceases Work for a period of thirty (30) consecutive days and Contractor fails to resume the Work within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto;months.

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default set forth below (each, a “Contractor Event of Default”): (a) 18.1.1 Contractor or Contractor’s Surety becomes Bankrupt; (b) 18.1.2 Contractor assigns or transfers this Agreement or any right or interest herein except in accordance with Article 25; (c) 18.1.3 Contractor fails to maintain any insurance coverages required of it in accordance with Article 20 and Contractor fails to remedy such breach within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafter; (d) 18.1.4 Contractor fails to perform any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) 18.1.5 Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) 18.1.6 Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) 18.1.7 Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; or; (h) 18.1.8 Contractor’s Surety defaults in the performance of its obligations under the Performance and Payment Bonds; or (i) 18.1.9 Contractor voluntarily and completely ceases Work for a period of thirty (30) consecutive days and Contractor fails to resume the Work within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto;.

Contractor Events of Default. Contractor The following shall be in default of its obligations pursuant to this Agreement upon the occurrence of any one or more constitute events of default set forth below on the part of Contractor (each, a “Contractor Event of Default”):) under this Agreement: (a) If Contractor or Contractor’s Surety becomes BankruptGuarantor fails to make any undisputed payment required hereunder or under the Parent Guarantee (as applicable) within thirty (30) days after written notice thereof from Owner; (b) Contractor assigns or transfers this Agreement or any right or interest herein except incurring liability for Delay Damages and Performance Liquidated Damages in accordance with Article 25the aggregate equal to the Liquidated Damages Aggregate Cap; (c) Failure of Substantial Completion with respect to the Facility to occur within sixty (60) days of the Guaranteed Substantial Completion Date; (d) If any representation or warranty of Contractor in this Agreement or Guarantor under the Parent Guarantee (as applicable) proves to have been false or misleading in any material respect when made, and Contractor has not, within thirty (30) days after written notification thereof from Owner, fully remedied all adverse impacts on Owner resulting therefrom; provided that such thirty (30) day period may be extended by sixty (60) days so long as Contractor or Guarantor (as applicable) has commenced and is at all times diligently pursuing such remedy; (e) If Contractor or Guarantor makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of the insolvency of Contractor or Guarantor, or if Contractor or Guarantor files a petition seeking to take advantage of any other Law relating to bankruptcy, insolvency, reorganization, winding up or composition of or readjustment of debts and, in the case of any such proceeding instituted against Contractor or Guarantor (but not by Contractor or Guarantor) (as applicable), such proceeding is not dismissed within sixty (60) days of such filing; (f) If Contractor fails to maintain any insurance coverages required of it in accordance with Article 20 pursuant to ARTICLE XI, and Contractor has not, within (5) Business Days obtained replacement insurance; (g) If Contractor fails to comply with any material provision of this Agreement, or Guarantor fails to comply with any material provision of the Parent Guarantee (as applicable), which is not otherwise defined as a Contractor Event of Default in this Section 12.2 and fails to cure or remedy such failure within thirty (30) days after notice and a written demand is made by Owner to Contractor and, if applicable, Guarantor, to cure the same or, if such failure cannot be cured within thirty (30) days, Contractor or Guarantor (as applicable) fails to commence to cure such breach within thirty (30) days after the date on such notice and written demand and thereafter diligently pursue such cure to completion, which Contractor first receives a Notice from Owner with respect thereto, except cure shall in no event be later than sixty (60) days after such thirty notice; (30h) day limit shall be extended if: either (i) curing such failure reasonably requires more than thirty any Payment Bond or Performance Bond ceases to be in full force and effect except that if Contractor discovers or is notified that, due to no fault of Contractor, the Payment Bond or Performance Bond is terminated or otherwise invalid, Contractor is entitled to twelve (3012) days; and Business Days to obtain a replacement bond, or (ii) the Parent Guarantee ceases to be in full force and effect, unless Contractor commences replaces such cure Parent Guarantee with an alternative guarantee from an Affiliate or other Person that is as creditworthy as Guarantor within such thirty twelve (3012) day period Business Days of the original Parent Guarantee ceasing to be in full force and diligently prosecutes and completes such cure effect; (i) Failure of Mechanical Completion with respect to the Facility to occur within sixty (60) days thereafter; (d) Contractor fails to perform any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17Guaranteed Mechanical Completion Date; or (hj) Contractor’s Surety defaults in the performance of its obligations under the Performance and Payment Bonds; or (i) Contractor voluntarily and completely ceases Work for a period of thirty (30) consecutive days and If Contractor fails to resume comply with the Work terms of an agreed Remedial Action Plan and fails to cure or remedy such failure within thirty five (305) days Business Days after notice and a written demand is made by Owner to Contractor to cure the date on which Contractor first receives a Notice from Owner with respect thereto;same.

Contractor Events of Default. (a) The Contractor shall be in default “Default” of its obligations pursuant to this Agreement upon the occurrence of any Contract if one or more of the following events of default set forth below (each, a “Contractor Event of Default”): (a) Contractor or Contractor’s Surety becomes Bankrupt; (b) Contractor assigns or transfers this Agreement or any right or interest herein except in accordance with Article 25; (c) Contractor fails to maintain any insurance coverages required of it in accordance with Article 20 and Contractor fails to remedy such breach within thirty (30) days after occur: the date on which Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafter; (d) Contractor fails to perform or observe any provision of its obligations under this Agreement providing for the payment of money Contract on its part to Owner, except for any amounts disputed by Contractor in good faith, be observed and performed and such failure continues for twenty unremedied until the expiry of five (205) calendar days after following notice thereof (giving particulars of the failure in reasonable detail) from Niagara Region to the Contractor has received a Notice or, where immediate action is required, in such lesser time as specified in the notice. If the correction of such payment default from Owner;the Default cannot be completed within five (5) calendar days or the lesser time specified where immediate action is required, the Contractor shall not be in Default if: (eA) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) the Contractor commences the correction of the Default or provides Niagara Region with a schedule for such cure correction acceptable to Niagara Region, within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto;specified time; and (fB) Contractor’s liability for Delay Liquidated Damages exceeds completes the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain correction of the Performance and Payment Bonds default in accordance with Section 3.17; orsuch schedule. any representation or warranty made by the Contractor in this Contract or in any document or certificate given pursuant to this Contract shall prove to have been incorrect in any material respect when made and such incorrect representation or warranty if capable of being remedied, has not been remedied within five (5) calendar days following notice thereof (giving particulars of the incorrect representation, warranty or covenant in reasonable detail) from Niagara Region to the Contractor. If the correction of the default cannot be completed within five (5) calendar days, the Contractor shall not be in Default if: (hA) the Contractor commences the correction of the default or provides Niagara Region with a schedule for such correction acceptable to Niagara Region, within the specified time; and (B) completes the correction of the default in accordance with such schedule. any proceedings are commenced or taken for the dissolution, liquidation or winding-up of the Contractor or for the suspension of operations of the Contractor’s Surety defaults , whether by extra- judicial means or under any statute of any applicable jurisdiction or otherwise; the Contractor becomes insolvent, commits any act of bankruptcy, acknowledges its insolvency, makes an assignment in bankruptcy or any other assignment for the benefit of creditors, makes any proposal under, indicates its intentions to do so or files for relief under the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada), the Winding-Up Act (Canada) or any other bankruptcy, insolvency or analogous law or is adjudged bankrupt, or consents to or acquiesces in the performance appointment of a trustee, receiver, receiver and manager, interim receiver, custodian, sequestrator, agent or a person with similar powers, in respect of the Contractor or all or a substantial portion of its property or assets, or any proceedings are commenced in respect of the Contractor seeking a reorganization, arrangement, compromise, composition, compounding, extension of time, moratorium or readjustment under any applicable bankruptcy, insolvency, moratorium, reorganization or other similar law affecting creditors rights’ there is a change in the financial condition, business or affairs of the Contractor which has material and adverse effect on the ability of the Contractor to meet its obligations under this Contract; the Performance Contractor ceases to carry on all or substantially all of its business or makes a sale in bulk, or except as approved by Niagara Region (which approval may be unreasonably or arbitrarily withheld), transfers all or substantially all of its undertaking and Payment Bondsassets; or (i) Contractor voluntarily and completely ceases Work for a period there is an abandonment or attempted abandonment of thirty (30) consecutive days and Contractor fails to resume the Work within thirty (30) days after or any part thereof; or any of the date on insurance policies required to be obtained and maintained by the Contractor under this Contract are terminated or cancelled, or amended in a manner which is materially adverse to Niagara Region as a result of any matter in respect of which the Contractor first receives a Notice from Owner with respect thereto;is obligated to indemnify the Owner.

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the The occurrence of any one or more events of default set forth below (each, the following shall constitute a “Contractor CONTRACTOR Event of Default”):Default under this Agreement: (a) Contractor or Contractor’s Surety becomes Bankrupt; (b) Contractor assigns or transfers Failure of CONTRACTOR to make any payment required under this Agreement or any right or interest herein except in accordance with Article 25; (c) Contractor fails to maintain any insurance coverages required of it in accordance with Article 20 and Contractor fails to remedy such breach Agreement, which failure is not cured within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing receipt of notice of such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafter;from OWNER. (db) Contractor fails Failure of CONTRACTOR to perform comply in any provision material respect with any material covenant, obligation or condition of this Agreement providing for the payment of money to Ownerother than covenants, except for any amounts disputed by Contractor obligations or conditions which result in good faitha default under subsection (a) above, and such which failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement is not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; or (h) Contractor’s Surety defaults in the performance of its obligations under the Performance and Payment Bonds; or (i) Contractor voluntarily and completely ceases Work for a period of thirty (30) consecutive days and Contractor fails to resume the Work cured within thirty (30) days after receipt of notice of such failure from OWNER; provided, however, that if such breach is one that cannot be cured in thirty (30) days with the exercise of reasonable diligence, such failure shall not result in a CONTRACTOR Event of Default if CONTRACTOR is diligently proceeding to cure such failure; and provided, further, that such extended cure period shall not exceed ninety (90) days without the written consent of OWNER. SD\624074.9 (c) CONTRACTOR voluntarily commences bankruptcy, insolvency, reorganization, stay, moratorium or similar debtor-relief proceedings or shall have become insolvent or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors. (d) Insolvency, receivership, reorganization, bankruptcy, or similar proceedings shall have been commenced against CONTRACTOR and such proceedings remain undismissed or unstayed for a period of ninety (90) days. (e) Any representation or warranty by CONTRACTOR is false or misleading in any material respect when made, and which is not cured, or the adverse effects of which are not remedied, within sixty (60) days after receipt of notice thereof from OWNER. (f) Unless such failure is the result of OWNER’s failure to meet its obligations pursuant hereto or a Force Majeure Event, the failure of CONTRACTOR to meet any Milestone Deadline on or before the applicable date set forth on which Contractor first receives a Notice from Owner Exhibit VIII (as such dates may be adjusted in accordance with respect thereto;the provisions hereof). (g) Failure by CONTRACTOR to perform any of its obligations as set forth in Section 3.18 (Timely Performance of the Work). (h) Failure by CONTRACTOR to maintain in full force and effect the Payment and Performance Bonds. (i) Failure by CONTRACTOR to maintain the insurance coverages required by Exhibit XIII.

Contractor Events of Default. Contractor immediately shall be in material default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default set forth below (each, a “Contractor Event of Default”): (a) Contractor becomes insolvent, generally does not pay its debts as they become due, admits in writing its inability to pay its debts, or Contractor’s Surety becomes Bankruptmakes a general assignment for the benefit of creditors, or Contractor commences any case, proceeding or other action seeking reorganization or receivership, or adopts an arrangement with creditors, under any bankruptcy, insolvency, reorganization or similar law of the United States or any state thereof for the relief of creditors or affecting the rights or remedies of creditors generally; (b) insolvency, receivership, reorganization, or bankruptcy or similar proceedings are commenced against Contractor assigns and such proceeding shall remain undismissed or transfers this Agreement or any right or interest herein except in accordance with Article 25unstayed for a period of thirty (30) days; (c) any material representation or warranty made by Contractor fails to maintain any insurance coverages required of it in accordance with Article 20 herein was false or misleading when made and Contractor fails to remedy such breach false or misleading representation or warranty within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes such cure; and completes (iii) such cure is accomplished EXECUTION COPY within sixty seventy five (6075) days thereafterafter the earlier of the date on which Contractor first knew of such misrepresentation or falsity or the date on which Contractor receives a Notice from Owner with respect thereto; (d) Contractor assigns or transfers this Agreement or any right or interest herein except in accordance with Article 27; (e) Contractor fails to maintain any insurance coverages required of it in accordance with Article 21 and Contractor fails to remedy such breach within five (5) days after the earlier of the date on which Contractor first knew of such breach or the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor fails to perform or observe in any respect any provision of this Agreement providing for the payment of money to Owner, except for Owner or any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any other material provision of this Agreement not otherwise addressed in this Section 18.1 19.1, including Section 19.1(g), and such failure continues for ten (10) days in the case of a payment obligation and thirty (30) days after Notice from Ownerin the case of any other obligation, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and , (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes such cure, and completes (iii) such cure is accomplished within sixty seventy five (6075) days, in each case days after the earlier of the date on which Contractor first knew of such failure to perform or the date on which Contractor receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails the Substantial Completion Date of a Unit has not occurred by the three hundred sixty-fifth (365th) day after the Substantial Completion Guaranteed Date for such Unit, as such date may be extended pursuant to maintain the Performance and Payment Bonds in accordance with Section 3.17provisions of this Agreement; or (h) Contractor’s Surety defaults in except as a result of a Force Majeure event or during the performance pendency of its obligations a suspension under Section 19.5 herein, Contractor abandons the Performance and Payment Bonds; or (i) Contractor voluntarily and completely ceases Work for a period of thirty (30) consecutive days and Contractor fails to resume the Work within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect theretoWork;

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default set forth below (each, a “Contractor Event of Default”): (a) 18.1.1 Contractor or Contractor’s Surety becomes Bankrupt; (b) 18.1.2 Contractor assigns or transfers this Agreement or any right or interest herein except in accordance with Article 25; (c) 18.1.3 Contractor fails to maintain any insurance coverages required of it in accordance with Article 20 and Contractor fails to remedy such breach within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafter; (d) 18.1.4 Contractor fails to perform any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) 18.1.5 Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) 18.1.6 Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) 18.1.7 Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; orPortions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (h) 18.1.8 Contractor’s Surety defaults in the performance of its obligations under the Performance and Payment Bonds; or (i) 18.1.9 Contractor voluntarily and completely ceases Work for a period of thirty (30) consecutive days and Contractor fails to resume the Work within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto;.

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default set forth below (each, a “Contractor Event of Default”): (a) Contractor fails to pay any amount due and owing to Owner under this Agreement that is not disputed in good faith, and such failure remains outstanding for a period of *** or Contractor’s Surety becomes Bankrupt;more after receipt of notice from Owner stating that if Contractor does not pay such amount Owner may terminate in accordance with Section 20.2; or (b) an Insolvency Event occurs with respect to Contractor or, while the Contractor Performance Security is required to be in place, SunPower Corporation; or (c) Contractor fails to maintain any insurance coverages required of it in accordance with Article 23 and Contractor fails to remedy such breach within *** after the date on which Contractor first receives a notice from Owner with respect thereto; or (d) Contractor assigns or transfers this Agreement or any right or interest herein except in accordance with Article 25;26; or (ce) Contractor fails to obtain and maintain any insurance coverages the credit support requirements set forth in Exhibit 31 as and when required pursuant to the terms thereof; provided, however, that if Contractor fails to deliver the Acceptable Letter of it Credit *** as and when required by Exhibit 31, Owner may withhold additional amounts in accordance with Article 20 Section 8.10; or (f) or (g) except as a result of an Owner Event of Default, a Force Majeure Event, an Excusable Event or such other event for which Contractor is entitled to schedule relief under Section 10.3 or during the pendency of a suspension under Section 19.3, Contractor Abandons the Work and Contractor fails to remedy such breach within thirty *** after receipt of notice from Owner; or (30h) days after Contractor violates in any material respect any of the provisions of this Agreement not otherwise addressed in this Section 20.1 (except for Sections 17.1 and 17.2, the exclusive remedy for which is provided in Article 17), which violation *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. remains uncured for *** following Contractor's receipt of written notice thereof from Owner; provided, that if such violation is capable of cure but cannot reasonably be cured within such *** period, then Contractor's right to cure shall extend beyond such *** period for so long as Contractor is diligently attempting to cure such violation; or (i) a representation or warranty made by Contractor in or pursuant to this Agreement was false or misleading in any material respect as of the date on which it was made and has not been cured within *** after Contractor first receives a Notice notice from Owner with respect thereto, except ; provided that such thirty (30) day *** limit shall be extended if: (i) such failure is reasonably capable of cure and curing such failure reasonably requires more than thirty (30) days***; and (ii) Contractor commences such cure within such thirty (30) day *** period and diligently prosecutes and completes such cure within sixty (60) days *** thereafter; (d) Contractor fails to perform any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case case, after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; or (hj) Contractor’s Surety SunPower Corporation defaults in the performance of its obligations under the Contractor Performance Security or Contractor Performance Security ceases to be in full force and Payment Bondseffect as required by Section 8.8 and, in either case, Contractor has failed to deliver a comparable replacement therefor within *** after such failure; or (ik) if SCE terminates the PPA or CAISO terminates the Interconnection Agreement from an event of default or termination right thereunder resulting from (a) the negligence or willful misconduct of any Contractor voluntarily and completely ceases Work for Party or any Subcontractor in connection with this Agreement or (b) the failure of any Contractor Party or any Subcontractor to comply with any of its obligations or a period of thirty breach under this Agreement; or (30l) consecutive days and Contractor fails to resume comply with the Work within thirty requirements of Section 3.29; or (30m) days after SunPower Corporation is in breach of or default under the date on which Contractor first receives a Notice from Owner with respect thereto;Side Letter.

Contractor Events of Default. Contractor immediately shall be in material default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default set forth below (each, a “Contractor Event of Default”): (a) Contractor becomes insolvent, generally does not pay its debts as they become due, admits in writing its inability to pay its debts, or makes an assignment for the EXECUTION COPY 84 benefit of creditors, or insolvency, receivership, reorganization, or bankruptcy or similar proceedings are commenced by Contractor’s Surety becomes Bankrupt; (b) insolvency, receivership, reorganization, or bankruptcy or similar proceedings are commenced against Contractor assigns and such proceeding shall remain undismissed or transfers this Agreement or any right or interest herein except in accordance with Article 25unstayed for a period of sixty (60) days; (c) any material representation or warranty made by Contractor fails to maintain any insurance coverages required of it in accordance with Article 20 herein was false or misleading when made and Contractor fails to remedy such breach false or misleading representation or warranty within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes such cure; and completes (iii) such cure is accomplished within sixty one hundred twenty (60120) days thereafterafter the earlier of the date on which Contractor first knew of such misrepresentation or falsity or the date on which Contractor receives a Notice from Owner with respect thereto; (d) Contractor fails to provide the Retainage Security in accordance with Section 6.7.1, including adjustments thereto, or allows such Retainage Security to lapse, terminate or expire in contravention of the terms hereof; (e) Contractor fails to provide the Performance Assurance in accordance with Section 4.1.11 or allows such Performance Assurance to lapse, terminate or expire in contravention of the terms hereof; (f) Contractor fails to satisfy all of its material obligations under Article 17 after having received Notice from Owner of such failure and such failure continuing for more than ten (10) days; provided that this Section 19.1(f) shall constitute Owner’s sole right to terminate this Agreement based on a breach or violation of Contractor of its obligations under Article 17; (g) Contractor assigns or transfers this Agreement or any right or interest herein, except in accordance with Article 26; (h) Contractor fails to maintain any insurance coverages required of it in accordance with Article 21 and Contractor fails to remedy such breach within ten (10) days after the Contractor first receives a Notice from Owner with respect thereto; (i) Contractor fails to perform or observe in any respect any provision of this Agreement providing for the payment of undisputed amounts of money to Owner, except for Owner or any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any other material provision of this Agreement not otherwise addressed in this Section 18.1 19.1, and such failure continues for ten (10) days after Notice from Owner in the case of an undisputed payment obligation and thirty (30) days after Notice from OwnerOwner in the case of any other obligation, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes such cure; and completes (iii) such cure is accomplished within sixty one hundred twenty (60120) days, in each case days after the earlier of the date that Contractor first knew of such failure to perform or the date on which Contractor first receives a Notice from Owner with respect thereto; (fj) Contractor’s liability for Delay Liquidated Damages exceeds at any time prior to Substantial Completion, Contractor either fails to timely deliver an Acceleration Plan pursuant to Section 7.5 or following approval of an Acceleration Plan pursuant to Section 7.5, Contractor fails, other than due to an Excusable Event or an event of Force Majeure, to make demonstrable efforts to meet the relevant cap amounts schedule set forth in Section 29.2.2the Acceleration Plan (as determined from the revised Project Schedule established by the Acceleration Plan); (gk) the Substantial Completion Date has not occurred by the three hundred sixty-fifth (365th) day after the Substantial Completion Guaranteed Date, as such date may be extended pursuant to the provisions of this Agreement; (l) except as a result of a Force Majeure event or during the pendency of a suspension under Section 19.5 herein, Contractor fails to maintain abandons the Performance and Payment Bonds in accordance with Section 3.17Work; or (hm) Contractor’s Surety defaults the Final Completion Date has not occurred by the four hundredth (400th) day after the Substantial Completion Date, or such later date to which such Final Completion Date may be extended pursuant to the provisions of this Agreement due to the failure of the Project to satisfy the conditions in Section 14.4. For the performance avoidance of its obligations under doubt, Owner may not terminate this Agreement as a result of the failure of the Project to satisfy the Performance and Payment Bonds; or (i) Contractor voluntarily and completely ceases Work for a period of thirty (30) consecutive days and Guarantees or the Reliability Guarantee, unless Contractor fails to resume pay liquidated damages for which it is liable as provided in Articles 14 and 15, subject to the Work within thirty (30) days after limits of liability set out in Article 31 or achieve any Project Schedule Milestone other than the date on which Contractor first receives a Notice from Owner with respect thereto;Project Guaranteed Dates.

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the The occurrence and continuation of any one or more of the following events shall constitute an event of default set forth below by Contractor (each, each a “Contractor Event of Default”): (a) Contractor or the failure of Contractor’s Surety becomes Bankrupt, after notice from Owner as provided in Section 15.01(e), to pay Schedule Liquidated Damages as required herein; (b) Contractor assigns or transfers this Agreement or any right or interest herein except the failure of Contractor, after notice from Owner as provided in accordance with Article 25Section 15.01(e), to pay Performance Liquidated Damages as required herein; (c) Contractor fails the failure of Contractor, after notice and an opportunity to maintain any insurance coverages required of it cure as provided in accordance with Article 20 and Contractor fails Section 15.01(f), to remedy such breach achieve Final Acceptance within thirty one hundred eighty (30180) days after the date on which Guaranteed Substantial Completion Date (as may be extended under the terms of this Agreement); (d) if between Substantial Completion and Final Acceptance, except for reasons attributable to Owner, the Facility is not capable of being operated at Minimum Performance Levels in accordance with the operating procedures provided by Contractor first receives a Notice as required in the Scope of Work, all Applicable Permits, all operating conditions specified in the Scope of Work and all other material requirements of the Agreement, other than temporary interruptions in connection with performance testing and corrective measures, if any, undertaken by Contractor hereunder (subject to the notice and cure periods set forth in paragraph (h) below); (e) any failure by Contractor to make any payment or payments required to be made to Owner under this Agreement within fifteen (15) days after receipt of written notice from Owner with respect theretoof Contractor’s failure to make such payment or payments unless a different period for when payment is due is provided in this Agreement, except where such thirty payment or payments are disputed by Contractor in good faith; (30f) any event of default in this Section 15.01, or any material breach by Contractor of any representation or warranty contained herein or in the License Agreement or any other material obligation or provision under this Agreement or the License Agreement not otherwise specified in this Section 15.01, and (i) such breach or default is not cured by Contractor within fifteen (15) days after notice thereof from Owner, or (ii) if such breach or default is not capable of being cured within such fifteen (15) day limit shall be extended ifperiod, Contractor (A) fails to commence to cure such breach or default within such fifteen (15) day period, and (B) fails to thereafter diligently prosecute the cure to completion; (g) any of the following occurs: (i) curing Contractor or Contractor’s Guarantor consents to the appointment of or taking possession by, a receiver, a trustee, custodian, or liquidator of itself or of a substantial part of its assets, or fails or admits in writing its inability to pay its debts generally as they become due, or makes a general assignment for the benefit of creditors; (ii) Contractor or Contractor’s Guarantor files a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any applicable bankruptcy or insolvency laws or an answer admitting the material allegations of a petition filed against it in any such failure reasonably requires proceeding, or seeks relief by voluntary petition, answer or consent, under the provisions of any now existing or future bankruptcy, insolvency or other similar law providing for the liquidation, reorganization, or winding up of business entities, or providing for an agreement, composition, extension, or adjustment with its creditors; (iii) a substantial part of Contractor’s or Contractor’s Guarantor’s assets is subject to the appointment of a receiver, trustee, liquidator, or custodian by court order and such order shall remain in effect for more than thirty (30) days; and or (iiiv) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafter; (d) Contractor fails to perform or Contractor’s Guarantor is adjudged bankrupt or insolvent, has any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed property sequestered by Contractor in good faith, court order and such failure continues order remains in effect for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; , or has filed against it a petition under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; or (h) Contractor’s Surety defaults in the performance of its obligations under the Performance and Payment Bonds; or (i) Contractor voluntarily and completely ceases Work for a period of thirty (30) consecutive days and Contractor fails to resume the Work petition is not dismissed within thirty (30) days of such filing; (h) the dissolution of Contractor, except for the purpose of merger, consolidation or reorganization where the successor expressly assumes Contractor’s obligations hereunder and such assignment and assumption does not materially adversely affect the ability of the successor to perform its obligations under this Agreement and except as provided in Section 11.11, each Guaranty Agreement remains in full force and effect for the obligations of such successor; (i) the transfer by Contractor of (i) all or a substantial portion of the rights and/or obligations of Contractor hereunder, except for an assignment permitted hereunder, or (ii) all or a substantial portion of the assets or obligations of Contractor, except where the transferee expressly assumes the transferred obligations and such transfer does not materially adversely affect the ability of Contractor or the transferee, as applicable, to perform its obligations under this Agreement, as reasonably determined by Owner in consultation with Contractor; (j) the failure of Contractor to provide at Financial Closing and maintain in full force and effect at all times thereafter as required herein a Guaranty Agreement of Contractor’s Guarantor as provided in Section 11.11; (k) the failure to provide and maintain the Letter of Credit as required by Section 11.10; or (l) Contractor’s Guarantor shall fail to perform, observe, or comply in any material respect with any covenant, agreement, or term contained in the Guaranty Agreement on and after the date on which Financial Closing, after fifteen (15) days from written notice thereof to Contractor, and if such failure is capable of being remedied, such remedy shall be effected within an additional fifteen (15) days or if such failure is not or cannot be remedied within such period then Contractor first receives a Notice from Owner with respect thereto;Default shall then occur.

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default set forth below (each, a “Contractor Event of Default”): (a) Contractor fails to pay any amount due and owing to Owner under this Agreement that is not disputed in good faith, and such failure remains outstanding for a period of *** or Contractor’s Surety becomes Bankrupt;more after receipt of notice from Owner stating that if Contractor does not pay such amount Owner may terminate in accordance with Section 20.2; or (b) an Insolvency Event occurs with respect to Contractor or, while the Contractor Performance Security is required to be in place, SunPower Corporation; or *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (c) Contractor fails to maintain any insurance coverages required of it in accordance with Article 23 and Contractor fails to remedy such breach within *** after the date on which Contractor first receives a notice from Owner with respect thereto; or (d) Contractor assigns or transfers this Agreement or any right or interest herein except in accordance with Article 25;26; or (ce) Contractor fails to obtain and maintain any insurance coverages the credit support requirements set forth in Exhibit 31 as and when required pursuant to the terms thereof; provided, however, that if Contractor fails to deliver the Acceptable Letter of it Credit *** as and when required by Exhibit 31, Owner may withhold additional amounts in accordance with Article 20 Section 8.10; or (f) or (g) except as a result of an Owner Event of Default, a Force Majeure Event, an Excusable Event or such other event for which Contractor is entitled to schedule relief under Section 10.3 or during the pendency of a suspension under Section 19.3, Contractor Abandons the Work and Contractor fails to remedy such breach within thirty *** after receipt of notice from Owner; or (30h) days after Contractor violates in any material respect any of the provisions of this Agreement not otherwise addressed in this Section 20.1 (except for Sections 17.1 and 17.2, the exclusive remedy for which is provided in Article 17), which violation remains uncured for *** following Contractor's receipt of written notice thereof from Owner; provided, that if such violation is capable of cure but cannot reasonably be cured within such *** period, then Contractor's right to cure shall extend beyond such *** period for so long as Contractor is diligently attempting to cure such violation; or (i) a representation or warranty made by Contractor in or pursuant to this Agreement was false or misleading in any material respect as of the date on which it was made and has not been cured within *** after Contractor first receives a Notice notice from Owner with respect thereto, except ; provided that such thirty (30) day *** limit shall be extended if: (i) such failure is reasonably capable of cure and curing such failure reasonably requires more than thirty (30) days***; and (ii) Contractor commences such cure within such thirty (30) day *** period and diligently prosecutes and completes such cure within sixty (60) days *** thereafter; (d) Contractor fails to perform any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case case, after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; or (hj) Contractor’s Surety SunPower Corporation defaults in the performance of its obligations under the Contractor Performance Security or Contractor Performance Security ceases to be in full force and Payment Bondseffect as required by Section 8.8 and, in either case, Contractor has failed to deliver a comparable replacement therefor within *** after such failure; or (ik) if SCE terminates the PPA or CAISO terminates the Interconnection Agreement from an event of default or termination right thereunder resulting from (a) the negligence or willful misconduct of any Contractor voluntarily and completely ceases Work for Party or any Subcontractor in connection with this Agreement or (b) the failure of any Contractor Party or any *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Subcontractor to comply with any of its obligations or a period of thirty breach under this Agreement; or (30l) consecutive days and Contractor fails to resume comply with the Work within thirty requirements of Section 3.29; or (30m) days after SunPower Corporation is in breach of or default under the date on which Contractor first receives a Notice from Owner with respect thereto;Side Letter.

Contractor Events of Default. Contractor immediately shall be in material default of its obligations pursuant to this Agreement Contract upon the occurrence of any one or more events of default set forth below (each, a “Contractor Event of Default”): (a) Contractor becomes insolvent, generally does not pay its debts as they become due, admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors, or insolvency, receivership, reorganization, or bankruptcy proceedings are commenced by Contractor’s Surety becomes Bankrupt; (b) insolvency, receivership, reorganization, or bankruptcy proceedings are commenced against Contractor and such proceeding shall remain undismissed or unstayed for a period of [***]; (c) any representation or warranty made by Contractor in Section 5.1 was materially false or misleading when made and Contractor fails to remedy such false or misleading representation or warranty, and to make Owner whole for any consequences thereof, within [***] after Contractor receives a Notice from Owner with respect thereto; (d) Contractor assigns or transfers this Agreement Contract or any right or interest herein herein, except in accordance with as expressly permitted under Article 2529; (ce) Contractor fails to maintain any insurance coverages required of it in accordance with Article 20 23 and Contractor fails to remedy such breach within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafter; (d) Contractor fails to perform any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days [***] after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain perform or observe in any respect any provision of this Contract providing for the Performance payment of money that is indisputably owed to Owner or any other material provision of this Contract not otherwise addressed in this Section 20.1, and Payment Bonds in accordance with Section 3.17; or (h) Contractor’s Surety defaults such failure continues for [***] after receipt of Owner's written notice in the performance case of its obligations under a payment obligation and [***] after receipt of Owner's written notice in the Performance and Payment Bonds; or case of any other obligation, except such [***] limit shall be extended if (i) curing such failure reasonably requires more than [***] but can reasonably be accomplished within [***], (ii) Contractor voluntarily commences such cure within such [***] period and completely ceases Work for a period of thirty diligently prosecutes such cure, and (30iii) consecutive days and such cure is accomplished within [***] in each case after Contractor fails to resume the Work within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto; (g) the Substantial Completion Date has not occurred by [***] after the Substantial Completion Guaranteed Date (as the Substantial Completion Guaranteed Date may be extended pursuant to Section 9.6 (in the case of Force Majeure Events or Excusable Events), Articles 17, 22, Section 24.1, or Section 30(d)); or (h) Contractor Abandons the Work.

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement Contract upon the occurrence of any one or more events of default set forth below (each, a “Contractor Event of Default”): (a) Contractor or Contractor’s Surety Parent Guarantor becomes Bankruptinsolvent, generally does not pay its debts as they become due, admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors, or insolvency, receivership, reorganization, or bankruptcy proceedings are commenced by Contractor or Parent Guarantor (as applicable); (b) Insolvency, receivership, reorganization, or bankruptcy proceedings are commenced against Contractor or Parent Guarantor and such proceeding shall remain undismissed or unstayed for a period of thirty (30) days; (c) Any representation or warranty made by Contractor herein was false or materially misleading when made and Contractor fails to remedy such false or misleading representation or warranty, and to make Owner whole for any consequences thereof, within thirty (30) days after Contractor receives a Notice from Owner with respect thereto; (d) Contractor assigns or transfers (or attempts to so assign or transfer) this Agreement Contract or any right or interest herein herein, except in accordance with as expressly permitted under Article 2528; (ce) Contractor fails to maintain any insurance coverages required of it in accordance with Article 20 23 and Contractor fails to remedy such breach failure within thirty fifteen (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafter; (d) Contractor fails to perform any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (2015) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain perform or observe in any respect any provision of this Contract providing for the Performance payment of an undisputed amount of money to Owner or any other material provision of this Contract not otherwise addressed in this Section 20.1, and Payment Bonds in accordance with Section 3.17; or (h) Contractor’s Surety defaults in the performance of its obligations under the Performance and Payment Bonds; or (i) Contractor voluntarily and completely ceases Work such failure continues uncured for a period of thirty (30) consecutive days and Contractor fails to resume the Work within thirty (30) days in the case of any other obligation, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto; (g) Following approval of a Schedule Recovery Plan pursuant to Section 8.3, Contractor’s unexcused failure to stay within sixty (60) days of the schedule set forth in the Schedule Recovery Plan (as determined from the revised Critical Path Schedule established by the Plan); provided, however, that if such failure to stay within sixty (60) days is (i) caused by an insurable event covered by the insurance described in Article 23 or (ii) is caused by major equipment failure or damage and, in either case, Contractor promptly commences and diligently proceeds to stay on schedule, then such default shall not be a Contractor Event of Default until and unless Contractor fails to stay within seventy-five (75) days of the revised Critical Path Schedule established by the Plan. (h) [Reserved.]; (i) The Substantial Completion Date has not occurred on or before the date that is one hundred twenty (120) days after the Substantial Completion Guaranteed Date. (j) Contractor suspends or abandons the Work. “Suspension” for the purposes of this Section 20.1(j) shall mean that Contractor has not endeavored to make any progress toward any of the Critical Path Items for a period of seven (7) or more days. “Abandonment” for the purposes of this Section 20.1(j) shall mean that Contractor has substantially reduced personnel at the Site or removed further required equipment from the Site such that, in the opinion of an experienced construction manager, Contractor would not be capable of maintaining progress in accordance with the Critical Path Schedule or the Schedule Recovery Plan.

Contractor Events of Default. Contractor The following shall be in default of its obligations pursuant to this Agreement upon the occurrence of any one or more constitute events of default set forth below on the part of Contractor (each, a “"Contractor Event of Default”):") under this Agreement: (a) Contractor shall have failed to achieve completion of any milestone set forth in Attachment XII-B by the date set forth in such milestone schedule, unless Contractor is diligently exercising all commercially reasonable efforts to achieve completion of such milestone at the earliest possible time after the applicable completion date set forth in such milestone schedule and has a reasonable prospect of achieving completion of such milestone within the earlier of fifteen (15) days after the applicable completion date set forth in such milestone schedule or Contractor’s Surety becomes Bankrupt;the Guaranteed Substantial Completion Date; or (b) Contractor assigns shall have failed to achieve Substantial Completion of any SGF within thirty(30) days after the Guaranteed Substantial Completion Date for such SGF, unless Contractor is diligently exercising all commercially reasonable efforts to achieve Substantial Completion at the earliest possible time after the Guaranteed Substantial Completion Date and has a reasonable prospect of achieving Substantial Completion within the earlier of forty-five (45) days after the Guaranteed Substantial Completion Date or transfers this Agreement December 1, 2016, and Contractor continues to pay Delay Damages for the period of delay; or 15.1.2. Contractor shall have failed to deliver to Owner and Authority the security required by Section 3.19 and such failure continues for a period of ten (10) days after Owner’ or any right Authority's Notice to Contractor thereof, or interest herein except in accordance with Article 25; (c) Contractor fails such security ceases to maintain any insurance coverages required of it in accordance with Article 20 be valid, binding and enforceable and Contractor fails to replace such security within ten (10) days after Notice to Contractor of such invalidity or unenforceability; or (i) Contractor shall have committed multiple breaches of the same material provision of this Agreement, or (ii) Contractor shall have persistently failed to provide sufficient materials and equipment or labor to diligently and competently prosecute the Work, and Contractor shall have either failed to cure such breach or failure within seven (7) days after Notice thereof from Owner or Authority, or, if such breach or failure cannot reasonably be completed within such seven (7)-day period, failed to commence to cure such breach or failure within the seven (7)-day period and diligently and continuously prosecutes such cure to completion; or 15.1.4. Contractor shall have breached any material obligation (i) hereunder with respect to safety or security or (ii) under Applicable Law, and Contractor shall have either failed to cure such breach within seven (7) days after Notice thereof from Owner or Authority, or, if such breach cannot reasonably be completed within such seven (7)-day period, failed to commence to cure such breach or failure within the seven (7)-day period and diligently and continuously prosecutes such cure to completion; or 15.1.5. To the extent not covered by Sections 15.1.1 through 15.1.4, Contractor fails to comply with any material provision of this Agreement as it relates to the Project and fails to cure or remedy such breach default within thirty (30) days after Notice and a written demand are made by Owner or Authority to Contractor to cure the date on which Contractor first receives a Notice from Owner with respect theretosame, except or, if such thirty (30) day limit shall breach or failure cannot reasonably be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure completed within such thirty (30) day 30)-day period, failed to commence to cure such breach or failure within the thirty (30)-day period and diligently and continuously prosecutes and completes such cure within sixty (60) days thereafter; (d) Contractor fails to perform any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17completion; or (h) Contractor’s Surety defaults in the performance of its obligations under the Performance and Payment Bonds; or 15.1.6. (i) Contractor voluntarily and completely ceases Work for (a) institutes a period voluntary case seeking liquidation or reorganization under the Bankruptcy Law, or consents to the institution of thirty (30) consecutive days and Contractor fails to resume the Work within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto;an involuntary case thereunder against it,

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the The occurrence and continuation of any one or more of the following events shall constitute an event of default set forth below by Contractor (each, each a “Contractor Event of Default”): (a) (i) the failure of Contractor, subject to the grace period provided in Section 11.1 hereof, to achieve Mechanical Completion by the Guaranteed Mechanical Completion Date or (ii) the failure of Contractor or Contractorto diligently and competently prosecute the Work such that Owner’s Surety becomes Bankruptreasonable projections indicate that Contractor will be unable to achieve Mechanical Completion within ninety (90) days after the Guaranteed Mechanical Completion Date; (b) any failure by Contractor assigns to make any other payment or transfers this Agreement payments required to be made to Owner under the Contract Documents within ten (10) Business Days after receipt of written notice from Owner of Contractor’s failure to make such other payment or any right payments (except, in the case of payments other than Liquidated Damages, to the extent Contractor disputes such other payment or interest herein except payments in good faith and in accordance with Article 25the terms of this Agreement); (c) any breach by Contractor of any representation or warranty contained herein, or any obligation, covenant or agreement hereunder other than those specified in clause (f) above and (i) such breach is not cured by Contractor within thirty (30) days after notice thereof from Owner, or (ii) if such breach is not capable of being cured within such thirty (30) days, Contractor (A) fails to commence to cure such breach within such thirty (30) days period, (B) fails to thereafter diligently proceed to cure such breach in a manner reasonably satisfactory to Owner in its sole discretion or (C) fails to cure such breach within ninety (90) days after notice thereof from Owner; (d) any of the following occurs: (i) Contractor consents to the appointment of or taking possession by, a receiver, a trustee, custodian, or liquidator of itself or of a substantial part of its assets, or fails or admits in writing its inability to pay its debts generally as they become due, or makes a general assignment for the benefit of creditors; (ii) Contractor files a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any applicable bankruptcy or insolvency laws or an answer admitting the material allegations of a petition filed against it in any such proceeding, or seeks relief by voluntary petition, answer or consent, under the provisions of any now existing or future bankruptcy, insolvency or other similar law providing for the liquidation, reorganization, or winding up of corporations, or providing for an agreement, composition, extension, or adjustment with its creditors; (iii) a substantial part of Contractor’s assets are subject to the appointment of a receiver, trustee, liquidator, or custodian by court order and such order shall remain in effect for more than thirty (30) days; or (iv) Contractor is adjudged bankrupt or insolvent, has any property sequestered by court order and such order shall remain in effect for more than thirty (30) days, or has filed against it a petition under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and such petition shall not be dismissed within thirty (30) days of such filing; (e) the dissolution of Contractor, except for the purpose of merger, consolidation or reorganization where the successor expressly assumes Contractor’s obligations hereunder and such assignment and assumption does not materially adversely affect the ability of the successor to perform its obligations under the Contract Documents and remains in full force and effect for the obligations of such successor; (f) the transfer by Contractor of (i) all or a substantial portion of the rights and/or obligations of Contractor hereunder, except for an assignment permitted hereunder, or (ii) all or a substantial portion of the assets or obligations of Contractor, except where the transferee expressly assumes the transferred obligations and such transfer does not materially adversely affect the ability of Contractor or the transferee, as applicable, to perform its obligations under the Contract Documents; (g) the failure of Contractor to provide and maintain in full force and effect the Bonds; (h) any failure by Contractor to maintain the insurance coverages required of it in accordance with Article 20 and Contractor fails to remedy such breach within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafter; (d) Contractor fails to perform any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; or (h) Contractor’s Surety defaults in the performance of its obligations under the Performance and Payment BondsIX; or (i) Contractor voluntarily and completely ceases Work for a period any abandonment of thirty (30) consecutive days and Contractor fails to resume the Work within thirty (30) days after by Contractor, where “Abandonment” for the date on which purposes of this Section shall mean that Contractor first receives a Notice has substantially reduced personnel at the Site or removed required equipment from Owner with respect thereto;the Site such that, in the opinion of an experienced construction manager, Contractor would not be capable of completing the Work.

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the occurrence of any Any one or more of the following events of default set forth below (each, a will constitute an “Contractor Event of Default”):” on the part of Contractor hereunder: (a) Contractor or Contractor’s Surety becomes Bankrupt; (b) Contractor assigns or transfers this Agreement or any right or interest herein except in accordance with Article 25; (c) 1. Contractor fails to maintain pay any insurance coverages required sum of it in accordance with Article 20 and money due hereunder; or 2. Contractor fails to remedy such breach within thirty (30) days after provide the date on which Services as required under the Contract; or 3. Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) daysemploys an unauthorized alien in the performance of any work required under the Contract; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafter;or (d) 4. Contractor fails to perform any provision correct work that the Department has rejected as unacceptable or unsuitable; or 5. Contractor discontinues the performance of this Agreement providing for the payment of money to Ownerwork required under the Contract; or 6. As specified by the Department, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform resume work that has been discontinued; or 7. Contractor abandons the project; or 8. Contractor becomes insolvent or is declared bankrupt; or 9. Contractor files for reorganization under the bankruptcy code; or 10. Contractor commits any act of bankruptcy or insolvency, either voluntarily or involuntarily; or 11. Contractor fails to promptly pay any and all taxes or assessments imposed by and legally due the Department or federal government; or 12. Contractor makes an assignment for the benefit of creditors without the approval of the Department; or 13. Contractor made or has made a material misrepresentation or omission in any materials provided to the Department; or 14. Contractor commits any material provision breach of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) daysthe Contract; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto;or (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) 15. Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17performance bond; or (h) 16. Contractor fails to maintain the required insurance herein; or 17. The Department determines that the surety executing a bond, if applicable, used to secure Contractor’s Surety defaults performance of its obligations hereunder becomes unsatisfactory; or 18. Contractor transfers ownership in violation of the Contract; or 19. Contractor utilizes a vendor in the performance of its obligations under the Performance and Payment Bondswork required by the Contract which has been placed on the Department's Convicted Vendors List; or 20. Contractor is suspended or is removed as an authorized vendor by any state or federal agency or Contractor is convicted of a felony; or 21. Contractor refuses to allow public access to all documents, papers, letters or other material subject to the provisions of Chapter 119, Florida Statutes, made or received by Contractor in conjunction with the Contract and not otherwise deemed confidential, proprietary or a trade secret; or 22. Violation of subsection 3.3.6 (i) Contractor voluntarily and completely ceases Work for a period Locations; No Off-shoring of thirty (30) consecutive days and Data), or Contractor’s permitting State Data to be transmitted, viewed or accessed outside of the United States; or 23. Contractor’s change of Subcontractors in violation of subsection 3.3.3 of the Contract; or 24. For any other cause whatsoever that Contractor fails to resume perform in an acceptable manner as determined by the Work within thirty Department, including but not limited to failure to meet Performance Standards and/or pay associated guarantees; or 25. Failure to timely notify the Department upon discovery of problems or issues impacting claims processing related to the Plan; or 26. Failure to provide complete paid claims data to the Department’s Health Insurance Management Information System (30HIMIS) days after vendor; or 27. Failure to timely report and pay the date on which Contractor first receives a Notice from Owner with respect thereto;transaction fee contained in subsection 287.057(22)(c), Florida Statutes, as detailed in subsection 2.5 (Compensation); or 28. Failure to meet the same monthly Performance Guarantee for at least three (3) months.

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default set forth below (each, a “Contractor Event of Default”): ): Contractor fails to pay any amount due and owing to Owner under this Agreement that is not disputed in good faith, and such failure remains outstanding for a period of twenty (a20) Business Days or more after receipt of notice from Owner stating that if Contractor or does not pay such amount Owner may terminate in accordance with Section 15.2; an Insolvency Event occurs with respect to Contractor or, while the Contractor Performance Security is required to be in place, Contractor’s Surety becomes Bankrupt; Guarantor; Contractor fails to maintain any insurance coverages required of it in accordance with Article 18 and Contractor fails to remedy such breach within thirty (b30) Days after the date on which Contractor first receives a notice from Owner with respect thereto; Contractor assigns or transfers this Agreement or any right or interest herein except in accordance with Article 25; (c) 21; prior to the Final Completion Date, Contractor or any Affiliate of Contractor defaults under any other Project Transaction Document, or any such document is invalid, no longer in effect or unenforceable for any reason; except as a result of an Owner Event of Default, a Force Majeure Event, an Owner-Caused Delay or such other event for which Contractor is entitled to schedule relief under Section 9.3, Contractor fails to maintain achieve Project Mechanical Completion within sixty (60) Days of the final Guaranteed Mechanical Completion Date; except as a result of an Owner Event of Default, a Force Majeure Event, an Owner-Caused Delay or such other event for which Contractor is entitled to schedule relief under Section 9.3, Contractor fails to achieve Final Completion within sixty (60) Days of the Guaranteed Final Completion Date; the total amount of Liquidated Damages or other damages owed by Contractor to Owner under this Agreement (including damages for any insurance coverages required Losses incurred by Owner or Owner Parties pursuant to Article 17) exceed the applicable maximum liability thresholds set forth in Section 24.2; except as a result of it in accordance with Article 20 an Owner Event of Default, a Force Majeure Event, an Owner-Caused Delay or such other event for which Contractor is entitled to schedule relief under Section 9.3, Contractor Abandons the Work and Contractor fails to remedy such breach within ten (10) Business Days after receipt of notice from Owner; Contractor violates in any material respect any of the provisions of this Agreement not otherwise addressed in this Section 15.1, which violation remains uncured for thirty (30) days after Days following Contractor’s receipt of written notice thereof from Owner; provided, that if such violation is capable of cure but cannot reasonably be cured within such thirty (30) Day period, then Contractor’s right to cure shall extend beyond for an additional period (not to exceed thirty (30) Days) so long as Contractor is diligently attempting to cure such violation; a representation or warranty made by Contractor in or pursuant to this Agreement was false or misleading in any material respect as of the date on which it was made and has not been cured within ten (10) Days after Contractor first receives a Notice notice from Owner with respect thereto, except ; provided that such thirty ten (3010) day Day limit shall be extended if: (i) such failure is reasonably capable of cure and curing such failure reasonably requires more than thirty ten (3010) daysDays; and (ii) Contractor commences such cure within such thirty ten (3010) day Day period and diligently prosecutes and completes such cure within sixty (60) days Days thereafter; (d) Contractor fails to perform any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case case, after the date on which Contractor first receives a Notice notice from Owner with respect thereto; (f) ; Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; or (h) Contractor’s Surety Guarantor defaults in the performance of its obligations under the Contractor Performance Security or the Contractor Performance Security ceases to be in full force and Payment Bondseffect as required by Section 4.9 and, in either case, Contractor has failed to deliver a comparable replacement therefor within five (5) Business Days after such failure; or the Transmission Provider terminates the Interconnection Agreement due to an event of default or termination right thereunder resulting from (i) the negligence or willful misconduct of any Contractor voluntarily and completely ceases Work for Party or any Subcontractor in connection with this Agreement or (ii) the failure of any Contractor Party or any Subcontractor to comply with any of its obligations or a period of thirty (30) consecutive days and breach under this Agreement; or Contractor fails to resume comply with the Work within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto;requirements of Section 27.22.

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to under this Agreement upon Contract (a “Contractor Event of Default”) upon: (i) the occurrence of any one or more events or conditions referred to in paragraph (a) below, (ii) *** from the commencement of default any one or more of the proceedings referred to in paragraph (b) below, unless the petition commencing the proceeding is timely controverted and the proceedings dismissed or effectively stayed within that time, (iii) upon the occurrence of the condition referred to in paragraph (c) below, or (iv) upon the occurrence of any of the events or conditions set forth in paragraph (d) below (eachexcluding an event or condition for which liquidated damages are paid) and continuation thereof for *** following delivery to Contractor of a Notice from Owner to cure such event or condition and, except for a “default by Contractor Event in payment of Default”):sums due to Owner from Contractor, Contractor fails to commence and diligently pursue a cure thereof and thereafter until the earliest date on which such cure can be completed provided a cure can be reasonably and timely completed : (a) Contractor voluntarily commences bankruptcy, insolvency, reorganization, stay, moratorium or Contractor’s Surety becomes Bankrupt;similar debtor-relief proceedings; or shall have become insolvent or generally does not pay its debts as they become due; or admits in writing its inability to pay its debts; or makes an assignment for the benefit of creditors; or (b) Contractor assigns insolvency, receivership, reorganization or transfers this Agreement or any right or interest herein except in accordance with Article 25;bankruptcy proceedings shall have been commenced against Contractor; or (c) Contractor fails has failed to maintain any insurance coverages required of it in accordance with Article 20 and achieve Substantial Completion by the Guaranteed Substantial Completion Date and, after an additional ***, Contractor fails to remedy such breach within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafter;still has not achieved Substantial Completion. (d) Contractor fails to perform shall have defaulted in its performance under any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any other material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; or (h) Contractor’s Surety defaults in the performance of its obligations under the Performance and Payment Bonds; or (i) Contractor voluntarily and completely ceases Work for a period of thirty (30) consecutive days and Contractor fails to resume the Work within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto;Contract.

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default set forth below (each, a “Contractor Event of Default”):): *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (a) Contractor fails to pay any amount due and owing to Owner under this Agreement that is not disputed in good faith, and such failure remains outstanding for a period of twenty (20) Business Days or Contractor’s Surety becomes Bankrupt;more after receipt of notice from Owner stating that if Contractor does not pay such amount Owner may terminate in accordance with Section 20.2; or (b) an Insolvency Event occurs with respect to Contractor or, while the Contractor Performance Security is required to be in place, SunPower Corporation; or (c) Contractor fails to maintain any insurance coverages required of it in accordance with Article 23 and Contractor fails to remedy such breach within thirty (30) Days after the date on which Contractor first receives a notice from Owner with respect thereto; or (d) Contractor assigns or transfers this Agreement or any right or interest herein except in accordance with Article 25;26; or (ce) Contractor fails to obtain and maintain any insurance coverages the credit support requirements set forth in Exhibit 31 as and when required pursuant to the terms thereof; provided, however, that if Contractor fails to deliver the Acceptable Letter of it Credit and/or *** as and when required by Exhibit 31, Owner may withhold additional amounts in accordance with Article 20 Section 8.10; or (f) prior to the Final Completion Date, *** defaults in the performance of its obligations under the *** or the *** or the *** or the *** is invalid, no longer in effect or unenforceable for any reason (other than due to the acts or omissions of Owner); or (g) except as a result of an Owner Event of Default, a Force Majeure Event, an Excusable Event or such other event for which Contractor is entitled to schedule relief under Section 10.3 or during the pendency of a suspension under Section 19.3, Contractor Abandons the Work and Contractor fails to remedy such breach within ten (10) Business Days after receipt of notice from Owner; or (h) Contractor violates in any material respect any of the provisions of this Agreement not otherwise addressed in this Section 20.1 (except for Sections 17.1 and 17.2, the exclusive remedy for which is provided in Article 17), which violation remains uncured for thirty (30) days after Days following Contractor's receipt of written notice thereof from Owner; provided, that if such violation is capable of cure but cannot reasonably be cured within such thirty (30) Day period, then Contractor's right to cure shall extend beyond such thirty (30) Day period for so long as Contractor is diligently attempting to cure such violation; or (i) a representation or warranty made by Contractor in or pursuant to this Agreement was false or misleading in any material respect as of the date on which it was made and has not been cured within ten (10) Days after Contractor first receives a Notice notice from Owner with respect thereto, except ; provided that such thirty ten (3010) day Day limit shall be extended if: (i) such failure is reasonably capable of cure and curing such failure reasonably requires more than thirty ten (3010) daysDays; and (ii) Contractor commences such cure *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. within such thirty ten (3010) day Day period and diligently prosecutes and completes such cure within sixty (60) days Days thereafter; (d) Contractor fails to perform any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case case, after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; or (hj) Contractor’s Surety SunPower Corporation defaults in the performance of its obligations under the Contractor Performance Security or Contractor Performance Security ceases to be in full force and Payment Bondseffect as required by Section 8.8 and, in either case, Contractor has failed to deliver a comparable replacement therefor within five (5) Business Days after such failure; or (ik) if SCE terminates the PPA or CAISO terminates the Interconnection Agreement from an event of default or termination right thereunder resulting from (a) the negligence or willful misconduct of any Contractor voluntarily and completely ceases Work for Party or any Subcontractor in connection with this Agreement or (b) the failure of any Contractor Party or any Subcontractor to comply with any of its obligations or a period of thirty breach under this Agreement; or (30l) consecutive days and Contractor fails to resume comply with the Work within thirty requirements of Section 3.29; or (30m) days after SunPower Corporation is in breach of or default under the date on which Contractor first receives a Notice from Owner with respect thereto;Side Letter.

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the The occurrence of any one or more of the following events shall constitute an event of default set forth below by Contractor hereunder (each, a “Contractor Event of Default”): (a) Contractor or Contractor’s Surety becomes Bankrupt; (b) Contractor assigns or transfers this Agreement or any right or interest herein except in accordance with Article 25; (c) ): Contractor fails to maintain pay to Owner any insurance coverages payment or issue any credit required under this Agreement that is not in dispute, and such failure continues for fifteen (15) days after receipt of it written notice of such failure from Owner; Any representation or warranty of Contractor contained in accordance with Article 20 this Agreement shall prove at any time to be false or misleading at the time such representation or warranty is made and has a material adverse effect on either Party’s ability to perform its obligations hereunder or on any Project, and Contractor fails to remedy such breach materially false or misleading representation or warranty and to make Owner whole for any consequences thereof within thirty (30) days after the date on which Contractor first receives a Notice receipt of written notice from Owner with respect thereto; provided that, except if such thirty (30) day limit shall be extended if: (i) curing such failure materially false or misleading representation is not reasonably requires more than thirty (30) days; and (ii) Contractor commences such capable of cure within such thirty (30) day period and diligently prosecutes and completes such days but is reasonably capable of cure within an additional sixty (60) days thereafter; days, then such materially false or misleading representation shall not be deemed a Contractor Event of Default until the expiration of such additional sixty (d60) day period if Contractor fails has commenced to perform any provision remedy the materially false or misleading representation within the initial thirty (30) day period after receipt of this Agreement providing for the payment of money to Owner, except for any amounts disputed written notice from Owner and thereafter diligently pursues such remedy until such materially false or misleading representation is fully cured; Contractor becomes Insolvent; Reserved; Any assignment by Contractor not in good faith, and such failure continues conformity with Section 14.1; or Except as otherwise expressly provided for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 5.2, Contractor is in material breach of its obligations under this Agreement and such failure material breach continues uncured for thirty (30) days after Notice receipt of written notice from Owner; provided that, except if such thirty (30) day limit shall be extended if: (i) curing such failure material breach is not reasonably requires more than thirty (30) days; and (ii) Contractor commences such capable of cure within such thirty (30) day period and diligently prosecutes and completes such days but is reasonably capable of cure within an additional sixty (60) days, in each case then such material breach shall not be deemed a Contractor Event of Default until the expiration of such additional sixty (60) day period if Contractor commences to remedy the material breach promptly after the date on which Contractor first receives a Notice receipt of written notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; or (h) Contractor’s Surety defaults in the performance of its obligations under the Performance and Payment Bonds; or (i) Contractor voluntarily and completely ceases Work for a period of thirty (30) consecutive days and Contractor fails to resume the Work within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto;thereafter diligently pursues such remedy until such material breach is fully cured, Reserved.

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the occurrence of any ‌ Any one (1) or more of the following events by Contractor, which is not cured within ten (10) Calendar Days after receipt of default set forth below (each, a notice thereof by the Department shall constitute an “Contractor Event of Default”):” on the part of Contractor: (a) Contractor or Contractor’s Surety becomes Bankruptfails to pay any sum of money due hereunder; (b) Contractor assigns or transfers fails to provide the Services required under this Agreement or any right or interest herein except in accordance with Article 25Contract; (c) Contractor fails to maintain employs an unauthorized alien in the performance of any insurance coverages work required of it in accordance with Article 20 and Contractor fails to remedy such breach within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafterunder this Contract; (d) Contractor fails to perform any provision of this Agreement providing for correct work that the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor Department has received a Notice of such payment default from Ownerrejected as unacceptable or unsuitable; (e) Contractor fails to perform any material provision discontinues the performance of the work required under this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect theretoContract; (f) Contractor’s liability for Delay Liquidated Damages exceeds Contractor fails to resume work that has been discontinued within the relevant cap amounts set forth time prescribed by the Department in Section 29.2.2its notice; (g) Contractor fails to maintain abandons the Performance and Payment Bonds in accordance with Section 3.17; orproject; (h) Contractor’s Surety defaults in the performance of its obligations under the Performance and Payment Bonds; orContractor becomes insolvent or is declared bankrupt; (i) Contractor files for reorganization under the bankruptcy code; (j) Contractor commits any other action towards the initiation of bankruptcy or insolvency proceedings, either voluntarily and completely ceases Work for a period of thirty or involuntarily; (30k) consecutive days and Contractor fails to resume promptly pay any and all taxes or assessments imposed by and legally due the Department, State or federal government; (l) Contractor makes an assignment for the benefit of creditors without the approval of the Department; (m) Contractor makes or has made a material misrepresentation or omission in any materials provided to the Department; (n) Contractor commits any material breach of this Contract; (o) Contractor transfers ownership in violation of the Contract; (p) Contractor fails to furnish and maintain the performance bond; (q) Contractor fails to procure and maintain the required insurance policies and coverages required by this Contract; (r) The Department determines that the surety company issuing a bond securing Contractor’s performance of its obligations hereunder becomes insolvent or unsatisfactory; (s) Contractor utilizes a Subcontractor in the performance of the work required by this Contract, which has been placed on the State’s Convicted Vendor List or Discriminatory Vendor List; (t) Contractor is suspended or is removed as an authorized Contractor by any State or federal agency; or Contractor is convicted of a felony; is placed on the State’s Convicted Vendor List or Discriminatory Vendor List; or has its license is suspended or revoked; (u) Contractor refuses to allow public access to all documents, papers, letters or other material subject to the provisions of Chapter 119, Florida Statutes, made or received by Contractor in conjunction with this Contract and not otherwise deemed confidential, proprietary or a trade secret; (v) Contractor refuses to allow any access required to comply with the audit provisions of by the Contract; (w) Contractor’s license to provide vision insurance Services in the State is suspended or revoked; (x) Violation of section 4.2.5 (Work Locations, No Offshoring of Data), or Contractor’s permitting State of Florida Data to be transmitted, viewed, or accessed outside of the United States; (y) Contractor’s change of Subcontractors in violation of section 4.2.3, Subcontractors, of the Contract; (z) The Contractor, upon discovery or notice thereof, fails to notify the Department within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto;seven

Contractor Events of Default. Contractor shall be immediately in default of its obligations pursuant to this Contract upon the occurrence of any one or more events of default under subparagraphs (a), (b), (c), (d) or (e) below. Furthermore, Contractor shall be in default of its obligations pursuant to this Agreement upon the occurrence of Contract should any one or more of the following events of or conditions described in subparagraphs (f) through (i) below arise or exist and continue for thirty (30) Business Days, in each case following a Notice from Owner to cure such default set forth below (eachor if cure cannot be effected within such period, without promptly commencing and diligently pursuing a “Contractor Event of Default”):cure thereof: (a) Contractor becomes insolvent, or Contractor’s Surety becomes Bankrupt;generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors; or (b) Insolvency, receivership, reorganization, or bankruptcy proceedings are commenced by or against Contractor; or (c) Any representation made by Contractor in Section 4.01 was knowingly false or misleading when made; or (d) Contractor assigns or transfers this Agreement Contract or any right or interest herein except in accordance with Article 25; (c) Contractor fails to maintain any insurance coverages required of it in accordance with Article 20 and Contractor fails to remedy such breach within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect theretoherein, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) daysas expressly permitted under Section 31.01 hereof; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days thereafter; (d) Contractor fails to perform any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner;or (e) The merger, acquisition, sale or transfer of the majority of assets of Contractor fails to perform without the prior written consent of Owner, which consent shall not be unreasonably withheld; or (f) Contractor defaults in its performance under this Contract of any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) daysContract; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2;or (g) Contractor fails shall fail to maintain the Performance and Payment Bonds in accordance with Section 3.17fulfill its obligations under this Contract or shall violate any covenant under this Contract; or (h) Contractor’s Surety defaults Contractor fails to make payment when due for labor, equipment or materials in accordance with its agreements with Vendors or Subcontractors, or disregards any Applicable Laws or Applicable Permit or the performance lawful requirements of its obligations under any competent authority or disregards the Performance and Payment Bondsinstructions of Owner consistent with this Contract; or (i) Contractor voluntarily and completely ceases Work fails, neglects, refuses or is unable at any time during the course of the Work, except for a period any of thirty (30) consecutive days and Contractor fails the reasons described in Section 23.01, to resume provide sufficient material, equipment, services, or labor to perform the Work within thirty (30) days after in accordance with the date on which Contractor first receives a Notice from Owner with respect thereto;Milestone Schedule, approved Work Around Plan or the Statement of Work.

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default set forth below (each, a “Contractor Event of Default”): ): Contractor fails to pay any amount due and owing to Owner under this Agreement that is not disputed in good faith, and such failure remains outstanding for a period of twenty (a20) Business Days or more after receipt of notice from Owner stating that if Contractor or does not pay such amount Owner may terminate in accordance with Section 20.2; an Insolvency Event occurs with respect to Contractor or, while the Contractor Performance Security is required to be in place, Contractor’s Surety becomes Bankrupt; Guarantor; Contractor fails to maintain any insurance coverages required of it in accordance with Article 23 and Contractor fails to remedy such breach within thirty (b30) Days after the date on which Contractor first receives a notice from Owner with respect thereto; Contractor assigns or transfers this Agreement or any right or interest herein except in accordance with Article 25; (c) 26; prior to the Final Completion Date, Contractor or any Affiliate of Contractor defaults under any other Project Transaction Document, or any such document is invalid, no longer in effect or unenforceable for any reason; except as a result of an Owner Event of Default, a Force Majeure Event, an Owner-Caused Delay or such other event for which Contractor is entitled to schedule relief under Section 10.3, Contractor fails to maintain achieve Substantial Completion within sixty (60) Days of the Guaranteed Substantial Completion Date; except as a result of an Owner Event of Default, a Force Majeure Event, an Owner-Caused Delay or such other event for which Contractor is entitled to schedule relief under Section 10.3, Contractor fails to achieve Final Completion within sixty (60) Days of the Guaranteed Final Completion Date; the total amount of Liquidated Damages or other damages owed by Contractor to Owner under this Agreement (including damages for any insurance coverages required Losses incurred by Owner or Owner Parties pursuant to Article 24) exceed the applicable maximum liability thresholds set forth in Section 29.2; except as a result of it in accordance with Article 20 an Owner Event of Default, a Force Majeure Event, an Owner-Caused Delay or such other event for which Contractor is entitled to schedule relief under Section 10.3, Contractor Abandons the Work and Contractor fails to remedy such breach within ten (10) Business Days after receipt of notice from Owner; Contractor violates in any material respect any of the provisions of this Agreement not otherwise addressed in this Section 20.1 (except for Sections 17.1 and 17.2, the exclusive remedy for which is provided in Article 17), which violation remains uncured for thirty (30) days after Days following Contractor’s receipt of written notice thereof from Owner; provided, that if such violation is capable of cure but cannot reasonably be cured within such thirty (30) Day period, then Contractor’s right to cure shall extend beyond for an additional period (not to exceed thirty (30) Days) so long as Contractor is diligently attempting to cure such violation; a representation or warranty made by Contractor in or pursuant to this Agreement was false or misleading in any material respect as of the date on which it was made and has not been cured within ten (10) Days after Contractor first receives a Notice notice from Owner with respect thereto, except ; provided that such thirty ten (3010) day Day limit shall be extended if: (i) such failure is reasonably capable of cure and curing such failure reasonably requires more than thirty ten (3010) daysDays; and (ii) Contractor commences such cure within such thirty ten (3010) day Day period and diligently prosecutes and completes such cure within sixty (60) days Days thereafter; (d) Contractor fails to perform any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case case, after the date on which Contractor first receives a Notice notice from Owner with respect thereto; (f) ; Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; or (h) Contractor’s Surety Guarantor defaults in the performance of its obligations under the Contractor Performance Security or the Contractor Performance Security ceases to be in full force and Payment Bondseffect as required by Section 8.8 and, in either case, Contractor has failed to deliver a comparable replacement therefor within five (5) Business Days after such failure; or the Transmission Provider terminates the Interconnection Agreement due to an event of default or termination right thereunder resulting from (i) the negligence or willful misconduct of any Contractor voluntarily and completely ceases Work for Party or any Subcontractor in connection with this Agreement or (ii) the failure of any Contractor Party or any Subcontractor to comply with any of its obligations or a period of thirty (30) consecutive days and breach under this Agreement; or Contractor fails to resume comply with the Work within thirty (30) days after the date on which Contractor first receives a Notice from Owner with respect thereto;requirements of Section 3.29.

Contractor Events of Default. Contractor shall be in default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default set forth below (each, a “Contractor Event of Default”): (a) Contractor fails to pay any amount due and owing to Owner under this Agreement that is not disputed in good faith, and such failure remains outstanding for a period of twenty (20) Business Days or Contractor’s Surety becomes Bankrupt;more after receipt of notice from Owner stating that if Contractor does not pay such amount Owner may terminate in accordance with Section 20.2; or (b) an Insolvency Event occurs with respect to Contractor or, while the Contractor Performance Security is required to be in place, SunPower Corporation; or (c) Contractor fails to maintain any insurance coverages required of it in accordance with Article 23 and Contractor fails to remedy such breach within thirty (30) Business Days after the date on which Contractor first receives a notice from Owner with respect thereto; or *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (d) Contractor assigns or transfers this Agreement or any right or interest herein except in accordance with Article 25;26; or (ce) Contractor fails to obtain and maintain any insurance coverages the credit support requirements set forth in Exhibit 31 as and when required pursuant to the terms thereof; provided, however, that if Contractor fails to deliver the Acceptable Letter of it Credit and/or *** as and when required by Exhibit 31, Owner may withhold additional amounts in accordance with Article 20 Section 8.10; or (f) prior to the Final Completion Date, *** defaults in the performance of its obligations under the *** or the *** or the *** or the *** is invalid, no longer in effect or unenforceable for any reason (other than due to the acts or omissions of Owner); or (g) except as a result of an Owner Event of Default, a Force Majeure Event, an Excusable Event or such other event for which Contractor is entitled to schedule relief under Section 10.3 or during the pendency of a suspension under Section 19.3, Contractor Abandons the Work and Contractor fails to remedy such breach within ten (10) Business Days after receipt of notice from Owner; or (h) Contractor violates in any material respect any of the provisions of this Agreement not otherwise addressed in this Section 20.1 (except for Sections 17.1 and 17.2, the exclusive remedy for which is provided in Article 17), which violation remains uncured for thirty (30) days after Days following Contractor's receipt of written notice thereof from Owner; provided, that if such violation is capable of cure but cannot reasonably be cured within such thirty (30) Day period, then Contractor's right to cure shall extend beyond such thirty (30) Day period for so long as Contractor is diligently attempting to cure such violation; or (i) a representation or warranty made by Contractor in or pursuant to this Agreement was false or misleading in any material respect as of the date on which it was made and has not been cured within ten (10) Days after Contractor first receives a Notice notice from Owner with respect thereto, except ; provided that such thirty ten (3010) day Day limit shall be extended if: (i) such failure is reasonably capable of cure and curing such failure reasonably requires more than thirty ten (3010) daysDays; and (ii) Contractor commences such cure within such thirty ten (3010) day Day period and diligently prosecutes and completes such cure within sixty (60) days Days thereafter; (d) Contractor fails to perform any provision of this Agreement providing for the payment of money to Owner, except for any amounts disputed by Contractor in good faith, and such failure continues for twenty (20) days after Contractor has received a Notice of such payment default from Owner; (e) Contractor fails to perform any material provision of this Agreement not otherwise addressed in this Section 18.1 and such failure continues for thirty (30) days after Notice from Owner, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; and (ii) Contractor commences such cure within such thirty (30) day period and diligently prosecutes and completes such cure within sixty (60) days, in each case case, after the date on which Contractor first receives a Notice from Owner with respect thereto; (f) Contractor’s liability for Delay Liquidated Damages exceeds the relevant cap amounts set forth in Section 29.2.2; (g) Contractor fails to maintain the Performance and Payment Bonds in accordance with Section 3.17; or (hj) Contractor’s Surety SunPower Corporation defaults in the performance of its obligations under the Contractor Performance Security or Contractor Performance Security ceases to be in full force and Payment Bondseffect as required by Section 8.8 and, in either case, Contractor has failed to deliver a comparable replacement therefor within five (5) Business Days after such failure; or (ik) if SCE terminates the PPA or CAISO terminates the Interconnection Agreement from an event of default or termination right thereunder resulting from (a) *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. the negligence or willful misconduct of any Contractor voluntarily and completely ceases Work for Party or any Subcontractor in connection with this Agreement or (b) the failure of any Contractor Party or any Subcontractor to comply with any of its obligations or a period of thirty breach under this Agreement; or (30l) consecutive days and Contractor fails to resume comply with the Work within thirty requirements of Section 3.29; or (30m) days after SunPower Corporation is in breach of or default under the date on which Contractor first receives a Notice from Owner with respect thereto;Side Letter.