Common use of Default Remedy Clause in Contracts

Default Remedy. In the event that either party fails to perform its respective obligations hereunder, the party claiming default shall deliver written notice of such default and a demand for cure to the other party. In the case of the Seller’s default, the Seller shall have thirty (30) calendar days from receipt of the Buyer’s notification to either remedy the default or confirm in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities under this Agreement, and the Seller shall be free to sell the Unit to a third party. It is specifically acknowledged that both the Purchaser and Seller waive all rights to claim or demand specific performance of this Agreement. These remedies shall be in lieu of all other remedies available to the parties at law and in equity.

Default Remedy. In (a) If any Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may continue to provide services to such Defaulting Buyer, and shall continue to provide services with respect to the event non-Defaulting Buyers, pursuant to its obligations under this Agreement; provided that either party fails nothing in this Section 12.2(a) shall affect Seller’s rights and remedies set forth in this Section 12.2. Seller’s continued service to perform a Defaulting Buyer shall not act to relieve such Defaulting Buyer of any of its respective duties or obligations hereunderunder this Agreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the party claiming default shall deliver written notice affected Party may, whether or not the dispute resolution procedure set forth in Section 13.3 has been invoked or completed, bring an action in any court of such default competent jurisdiction as set forth in Section 13.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and a demand for cure Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity with respect to such Buyer, including a partial termination of this Agreement with respect to the other party. In Defaulting Buyer pursuant to Section 12.3; provided that the case of the Seller’s defaultnon-Defaulting Buyer (or Buyers, the Seller as applicable), shall have thirty (30) calendar days from receipt the opportunity, upon the termination of the this Agreement with respect to such Defaulting Buyer or Buyers, to take over such Defaulting Buyer’s notification or Buyers’ Percentage of Facility Output as provided in Section 2.3(h). No failure of Seller to either remedy the default or confirm in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficientexercise, and definitive indemnification for no delay in exercising, any loss right, remedy or damages caused power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment Seller of any Additional Deposits dueother right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default or terminate Except as expressly limited by this Agreement. Upon termination, if a Default has occurred and is continuing and Seller is the Defaulting Party, each Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities to Buyers under this Agreement, and the Seller shall be free to sell the Unit to a third party. It is specifically acknowledged that both the Purchaser and Seller waive all rights to claim (ii) withdrawal from or demand specific performance termination of this AgreementAgreement pursuant to Section 12.3. These remedies No failure of any Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall be in lieu operate as a waiver thereof, nor shall any single or partial exercise by any Buyer of all any right, remedy or power hereunder preclude any other remedies available to the parties at law and in equityor future exercise of any right, remedy or power by such Xxxxx.

Default Remedy. In the event that either party fails (a) If Buyer is in Default for nonpayment, subject to perform its respective obligations hereunder, the party claiming default shall deliver written notice of such default and a demand for cure to the other party. In the case of the Seller’s default, the Seller shall have thirty (30) calendar days from receipt of the Buyer’s notification to either remedy the default any duty or confirm in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities obligation under this Agreement, Seller may continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including the right to terminate this Agreement pursuant to Section 13.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller shall be free is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to sell the Unit to a third party. It is specifically acknowledged that both the Purchaser Buyer under this Agreement and Seller waive all rights to claim or demand specific performance (ii) termination of this AgreementAgreement pursuant to Section 13.3. These remedies No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall be in lieu operate as a waiver thereof, nor shall any single or partial exercise by Buyer of all any right, remedy or power hereunder preclude any other remedies available to the parties at law and in equityor future exercise of any right, remedy or power.

Default Remedy. In 3 22.4.1 If the event that either party fails Interconnector is in Default, subject to perform its respective obligations hereunder, Section 8.4 herein and except as 4 necessary to maintain the party claiming default shall deliver written notice of such default safety and a demand for cure to the other party. In the case reliability of the Seller’s defaultCommon Bus in 5 accordance with Section 8.1.1 herein, the Seller Operator shall have thirty (30) calendar days from receipt continue any of the Buyer’s notification 6 services provided or made available hereunder to either remedy the default or confirm Interconnector and not 7 suspend any right granted to Interconnector pursuant to Section 6 hereof; 8 provided that Operator may exercise its rights and remedies set forth in writing that a remedy is required 9 Section 22.4.5 herein. Operator's continuance of Interconnector's service and that the Seller will undertake 10 rights shall not act to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment relieve Interconnector of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default its duties or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities 11 under this Agreement. 12 22.4.2 Within ten (10) Business Days after receiving notice that another Hassayampa 13 Interconnector is in breach of its obligation to pay any portion of the Operating 14 Costs and has not cured such breach within the applicable cure period, 15 Interconnector shall pay its Pro Rata Share (calculated without including the 16 terminations of the defaulting entity) of such unpaid amount. In such event, 17 Operator shall diligently exercise its rights and remedies available under 18 contract, at law or in equity against the breaching Hassayampa 19 Interconnector, in order to effectuate the reimbursement of Interconnector. 20 22.4.3 If any Hassayampa Interconnector cures a payment breach after 21 Interconnector has paid any portion thereof, Operator shall reimburse 22 Interconnector out of the amounts paid to effectuate such cure. 23 22.4.4 If any Party failed to perform any duty or obligation under this Agreement and 1 such failure causes or threatens immediate harm to another Party, the 2 affected Party may, whether or not notice has been given or the applicable 3 grace period has expired, and whether or not the Seller shall be free to sell the Unit to a third party. It is specifically acknowledged that both the Purchaser and Seller waive all rights to claim or demand specific performance dispute resolution procedure 4 set forth in Section 23 herein has been completed, bring an action in any court 5 of competent jurisdiction seeking injunctive relief in accordance with 6 applicable rules of civil procedure. 7 22.4.5 Except as expressly limited by this Agreement. These , in the event Interconnector is 8 in Default, Operator may without further notice exercise any rights and 9 remedies shall be provided herein or otherwise available at law or in lieu equity, including 10 the right to terminate this Agreement upon giving notice of all other remedies available intent to terminate 11 to the parties Interconnector and the filing at FERC of a notice of termination for the 12 Agreement, which filing must be accepted for filing by FERC. 13 22.4.6 If the Operator or any ANPP Switchyard Participant is in Default, 14 Interconnector may without further notice exercise any rights and remedies 15 provided for herein or otherwise available at law and in or equity.

Default Remedy. In 20 22.4.1 If the event that either party fails Interconnector is in Default, subject to perform its respective obligations hereunder, Section 8.4 herein and except as 21 necessary to maintain the party claiming default shall deliver written notice of such default safety and a demand for cure to the other party. In the case reliability of the Seller’s defaultCommon Bus in 22 accordance with Section 8.1.1 herein, the Seller Operator shall have thirty (30) calendar days from receipt continue any of the Buyer’s notification 23 services provided or made available hereunder to either remedy the default or confirm Interconnector and not 1 suspend any right granted to Interconnector pursuant to Section 6 hereof; 2 provided that Operator may exercise its rights and remedies set forth in writing that a remedy is required 3 Section 22.4.5 herein. Operator's continuance of Interconnector's service and that the Seller will undertake 4 rights shall not act to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment relieve Interconnector of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default its duties or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities 5 under this Agreement. 6 22.4.2 Within ten (10) Business Days after receiving notice that another Hassayampa 7 Interconnector is in breach of its obligation to pay any portion of the Operating 8 Costs and has not cured such breach within the applicable cure period, 9 Interconnector shall pay its Pro Rata Share (calculated without including the 10 terminations of the defaulting entity) of such unpaid amount. In such event, 11 Operator shall diligently exercise its rights and remedies available under 12 contract, at law or in equity against the breaching Hassayampa 13 Interconnector, in order to effectuate the reimbursement of Interconnector. 14 22.4.3 If any Hassayampa Interconnector cures a payment breach after 15 Interconnector has paid any portion thereof, Operator shall reimburse 16 Interconnector out of the amounts paid to effectuate such cure. 17 22.4.4 If any Party failed to perform any duty or obligation under this Agreement and 18 such failure causes or threatens immediate harm to another Party, the 19 affected Party may, whether or not notice has been given or the applicable 20 grace period has expired, and whether or not the Seller shall be free to sell the Unit to a third party. It is specifically acknowledged that both the Purchaser and Seller waive all rights to claim or demand specific performance dispute resolution procedure 21 set forth in Section 23 herein has been completed, bring an action in any court 22 of competent jurisdiction seeking injunctive relief in accordance with 23 applicable rules of civil procedure. 1 22.4.5 Except as expressly limited by this Agreement. These , in the event Interconnector is 2 in Default, Operator may without further notice exercise any rights and 3 remedies shall be provided herein or otherwise available at law or in lieu equity, including 4 the right to terminate this Agreement upon giving notice of all other remedies available intent to terminate 5 to the parties Interconnector and the filing at FERC of a notice of termination for the 6 Agreement, which filing must be accepted for filing by FERC. 7 22.4.6 If the Operator or any ANPP Switchyard Participant is in Default, 8 Interconnector may without further notice exercise any rights and remedies 9 provided for herein or otherwise available at law and in or equity.

Default Remedy. In 22 22.4.1 If the event that either party fails Interconnector is in Default, subject to perform its respective obligations hereunder, Section 8.4 herein and except as 23 necessary to maintain the party claiming default shall deliver written notice of such default safety and a demand for cure to the other party. In the case reliability of the Seller’s defaultCommon Bus in 1 accordance with Section 8.1.1 herein, the Seller Operator shall have thirty (30) calendar days from receipt continue any of the Buyer’s notification 2 services provided or made available hereunder to either remedy the default or confirm Interconnector and not 3 suspend any right granted to Interconnector pursuant to Section 6 hereof; 4 provided that Operator may exercise its rights and remedies set forth in writing that a remedy is required 5 Section 22.4.5 herein. Operator's continuance of Interconnector's service and that the Seller will undertake 6 rights shall not act to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment relieve Interconnector of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default its duties or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities 7 under this Agreement. 8 22.4.2 Within ten (10) Business Days after receiving notice that another Hassayampa 9 Interconnector is in breach of its obligation to pay any portion of the Operating 10 Costs and has not cured such breach within the applicable cure period, 11 Interconnector shall pay its Pro Rata Share (calculated without including the 12 terminations of the defaulting entity) of such unpaid amount. In such event, 13 Operator shall diligently exercise its rights and remedies available under 14 contract, at law or in equity against the breaching Hassayampa 15 Interconnector, in order to effectuate the reimbursement of Interconnector. 16 22.4.3 If any Hassayampa Interconnector cures a payment breach after 17 Interconnector has paid any portion thereof, Operator shall reimburse 18 Interconnector out of the amounts paid to effectuate such cure. 19 22.4.4 If any Party failed to perform any duty or obligation under this Agreement and 20 such failure causes or threatens immediate harm to another Party, the 21 affected Party may, whether or not notice has been given or the applicable 22 grace period has expired, and whether or not the Seller shall be free to sell the Unit to a third party. It is specifically acknowledged that both the Purchaser and Seller waive all rights to claim or demand specific performance dispute resolution procedure 23 set forth in Section 23 herein has been completed, bring an action in any court 1 of competent jurisdiction seeking injunctive relief in accordance with 2 applicable rules of civil procedure. 3 22.4.5 Except as expressly limited by this Agreement. These , in the event Interconnector is 4 in Default, Operator may without further notice exercise any rights and 5 remedies shall be provided herein or otherwise available at law or in lieu equity, including 6 the right to terminate this Agreement upon giving notice of all other remedies available intent to terminate 7 to the parties Interconnector and the filing at FERC of a notice of termination for the 8 Agreement, which filing must be accepted for filing by FERC. 9 22.4.6 If the Operator or any ANPP Switchyard Participant is in Default, 10 Interconnector may without further notice exercise any rights and remedies 11 provided for herein or otherwise available at law and in or equity.

Default Remedy. In the event that either party fails to perform its respective such party's obligations hereunderunder this Agreement (except as excused by the other's default), the party claiming default shall deliver promptly make written notice of such default and a demand for cure to the other party. In the case of the Seller’s default, the Seller shall have thirty (30) calendar days from receipt of the Buyer’s notification to either remedy the default or confirm in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possible. performance. 12.1 If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a such written demand within ten (including demands for payment of any Additional Deposits due10) within twenty (20) calendar business days after receipt of thereof, Seller shall have the option to either waive such demanddefault or terminate this Agreement. If Seller terminates this agreement pursuant to this Section 12, then Seller shall retain the Deposit, and Seller shall be entitled to pursue any and all other rights and remedies available to Seller at law or in equity. 12.2 If Seller fails to comply with such written demand within ten (10) business days after receipt thereof, Buyer will have the option to either waive the such default or terminate this Agreement. Upon termination. 12.2.1 If Seller's default occurs prior to Closing and Buyer terminates this agreement pursuant to this Section 12, the Seller Deposit shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities under this Agreementrefunded to Seller, and the Seller such refund shall be free Seller's sole and exclusive remedy. Buyer specifically waives any right to sell the Unit to a third party. It is specifically acknowledged that both the Purchaser and Seller waive all rights to claim or demand specific performance of this Agreement. These remedies Agreement or to maintain an action for damages. 12.2.2 If Seller's default occurs after Closing, Xxxxx’s remedy shall be limited to, at Seller’s option, (i) Buyer’s direct damages, or (ii) rescission and return of the Purchase Price (but no damages). UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 12.3 Notwithstanding the foregoing, if the nature of a default is such that the defaulting party reasonably requires more than ten (10) days to cure the breach, then the defaulting party shall have a reasonable time in lieu of all other remedies available which to cure, which time shall not exceed thirty (30) days unless a longer time is consented to in writing by the parties at law and in equitynon-defaulting party.

Default Remedy. In the event ‌ (a) If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may at its option suspend deliveries to Buyer and sell output to other Persons to mitigate damages, or continue to provide services pursuant to its obligations under this Agreement; provided that either party fails nothing in this Section 12.2(a) shall affect Seller’s rights and remedies set forth in this Section 12.2. Seller’s continued service to perform Buyer shall not act to relieve Buyer of any of its respective duties or obligations hereunderunder this Agreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the party claiming default affected Party may, whether or not the dispute resolution procedure set forth in Section 13.3 has been invoked or completed, bring an action in any court of competent jurisdiction seeking injunctive relief in accordance with applicable rules of civil procedure, subject to Section 13.12 and Section 13.13. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including the right to terminate this Agreement pursuant to Section 12.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall deliver written operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of such default all amounts available under the Milestone Security and a demand for cure the Performance Security against any amounts then payable by Seller to Buyer under this Agreement, (ii) termination of this Agreement pursuant to Section 12.3, (iii) exercise its rights under the Mortgage, subject to the provisions of this Agreement and such subordination and other party. In intercreditor arrangements as it may have agreed to with the case Facility Lender, and (iv) exercise of the Project Purchase Option. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (e) If a Default has occurred and is continuing and Seller is the Defaulting Party, Buyer may exercise the Project Purchase Option in accordance with the provisions of the Option Agreement. (f) Subject to Buyer’s exercise of its rights and remedies under this Article XII, if this Agreement is terminated by Buyer for Seller’s defaultfailure to meet a Milestone Date pursuant to Section 12.1(h), the Seller shall have thirty not, for a period of five (305) calendar days from receipt of the Buyer’s notification to either remedy the default or confirm in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from years commencing on the date of such acknowledgment. The Buyer’s notification must specify termination: (i) use, or otherwise allow any other Person to use, any Permit obtained in conjunction with the breach attributable Facility; (ii) use, or allow any other Person to use, any interconnection request, transmission rights, transmission facilities or transmission related studies associated with the Seller and include Facility or the demand for Site; or (iii) use, or allow any other Person to use, the return of Deposits as the sole, sufficient, and definitive indemnification Site for any loss or damages caused by purpose related the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment generation of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities under this Agreement, and the Seller shall be free to sell the Unit to a third party. It is specifically acknowledged that both the Purchaser and Seller waive all rights to claim or demand specific performance of this Agreement. These remedies shall be in lieu of all other remedies available to the parties at law and in equityEnergy.

Default Remedy. In the event that either party fails (a) If Buyer is in Default for nonpayment, subject to perform its respective obligations hereunder, the party claiming default shall deliver written notice of such default and a demand for cure to the other party. In the case of the Seller’s default, the Seller shall have thirty (30) calendar days from receipt of the Buyer’s notification to either remedy the default any duty or confirm in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities obligation under this Agreement, Seller may, at its sole option, suspend service, sell Energy and Environmental Attributes to third parties pursuant to and in accordance with Section 7.4 or continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 14.2(a) shall affect Seller’s rights and remedies set forth in this Section 14.2; and provided, further, that Excess Energy sold to third parties shall not count toward Delivered Guaranteed Generation. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 15.3 has been invoked or completed, bring an action in any court of competent jurisdiction as required by Section 15.3 seeking injunctive relief in accordance with applicable California or Federal rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including the right to terminate this Agreement upon giving notice of intent to terminate to Buyer. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the LD Security, Performance Security, and the Deed of Trust against any amounts then payable by Seller shall be free to sell Buyer under this Agreement, (ii) termination of this Agreement pursuant to Section 14.4, (iii) exercise its rights under the Unit Deed of Trust, subject to a third party. It is specifically acknowledged that both the Purchaser and Seller waive all rights to claim or demand specific performance provisions of this Agreement, and (iv) foreclosure of Buyer’s Deed of Trust, upon notice of intent to terminate this Agreement to Seller. These remedies No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall be in lieu operate as a waiver thereof, nor shall any single or partial exercise by Buyer of all any right, remedy or power hereunder preclude any other remedies available to the parties at law and in equityor future exercise of any right, remedy or power.

Default Remedy. In (a) Upon the event that either party fails to perform its respective obligations hereunderoccurrence of an Event of Default, the party claiming default Non-Defaulting JV Parties shall deliver written have the right, but not the obligation, by a notice delivered in writing to the Defaulting JV Parties not later than [***] after the expiration of the applicable Cure Period (the “Exercise Notice”), to require the Defaulting JV Parties to: (i) purchase from the Non-Defaulting JV Parties all (but not less than all) of the Shares then owned by such Non-Defaulting JV Parties and their Subsidiaries for a purchase price equal to [***] of the [***] of such default and Shares on a demand for cure per Share basis; or (ii) sell to the other party. In Non-Defaulting JV Parties all (but not less than all) of the Shares then owned by the Defaulting JV Parties and their Subsidiaries for a purchase price equal to [***] of the [***] of such Shares on a per Share basis; provided, that if in the case of subsection (i) or (ii) above, as applicable, such price (the Seller’s default“Default Original Price”) is not permitted pursuant to Applicable Law of the ROC, the Seller shall have thirty (30) calendar days from receipt Default Original Price for the affected subsection or subsections will be automatically adjusted to the price that is closest to the Default Original Price and that is permissible pursuant to Applicable Law of the Buyer’s notification to either remedy ROC. (b) The JV Parties and the default or confirm Joinder Parties shall in writing that a remedy is required good faith complete the sale and that the Seller will undertake to cure the default purchase transaction contemplated under Section 12.6(a) as soon as reasonably possiblepracticable, but in no event later than 180 days after the determination of [***]. If At the Seller fails completion of such sale and purchase transaction, either the Defaulting JV Parties or the Non-Defaulting JV Parties, as the case may be, shall pay the purchase price pursuant to cure Section 12.6(a) in cash by wire transfer of immediately available funds to an account designated in writing by the default within this period JV Parties and/or Joinder Parties selling their Shares against delivery by the Non-Defaulting JV Parties or fails to confirm the Defaulting JV Parties, as the case may be, of (i) in the case that a remedy is requiredShares are in book-entry (scripless) form, any and all instruments and documents necessary for the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting application to the breach. Upon TDCC to effect book-entry transfer of such Shares free and clear of any liens, claims, charges or encumbrances, or (ii) in the Seller’s acknowledgment case that Shares are in physical certificated form, all the certificates representing all such Shares, free and clear of defaultany liens, the sum paid as Deposits shall be returned claims, charges or encumbrances duly endorsed for transfer and together with all necessary transfer documents. (c) Notwithstanding anything to the Buyer within a maximum of ninety (90) calendar days from contrary and in addition to the date of such acknowledgmentremedies provided under this Section 12.6, Inotera and the Non-Defaulting JV Parties may also pursue all other legal and equitable rights and remedies against the Defaulting JV Parties available to them. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the soleDefaulting JV Parties shall pay all costs, sufficientincluding reasonable attorneys' fees, and definitive indemnification for any loss or damages caused incurred by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities under this Agreement, Inotera and the Seller shall be free to sell the Unit to a third party. It is specifically acknowledged that both the Purchaser Non-Defaulting JV Parties in pursuing any and Seller waive all rights to claim or demand specific performance of this Agreement. These remedies shall be in lieu of all other remedies available to the parties at law and in equitysuch legal remedies.

Default Remedy. In the event that either party fails (a) If Buyer is in Default for nonpayment, subject to perform its respective obligations hereunder, the party claiming default shall deliver written notice of such default and a demand for cure to the other party. In the case of the Seller’s default, the Seller shall have thirty (30) calendar days from receipt of the Buyer’s notification to either remedy the default any duty or confirm in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities obligation under this Agreement, Seller may continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including the right to terminate this Agreement pursuant to Section 13.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller shall be free is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to sell the Unit to a third party. It is specifically acknowledged that both the Purchaser Buyer under this Agreement and Seller waive all rights to claim or demand specific performance (ii) termination of this AgreementAgreement pursuant to Section 13.3. These remedies No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall be in lieu operate as a waiver thereof, nor shall any single or partial exercise by Buyer of all any right, remedy or power hereunder preclude any other remedies available or future exercise of any right, remedy or power. Notwithstanding anything to the parties at law contrary herein, Buyer’s exclusive remedies for a Default under Section 13.1(k) are the right to terminate this Agreement and in equitybe paid liquidated damages under Section 3.7.

Default Remedy. In the event that either party fails (a) If Buyer is in Default for nonpayment, subject to perform its respective obligations hereunder, the party claiming default shall deliver written notice of such default and a demand for cure to the other party. In the case of the Seller’s default, the Seller shall have thirty (30) calendar days from receipt of the Buyer’s notification to either remedy the default any duty or confirm in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities obligation under this Agreement, Seller may continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including the right to terminate this Agreement pursuant to Section 13.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller shall be free to sell is the Unit to a third party. It is specifically acknowledged that both the Purchaser Defaulting Party, Buyer may without further notice exercise any rights and Seller waive all rights to claim remedies provided for herein, or demand specific performance otherwise available at law or equity, including without limitation termination of this AgreementAgreement pursuant to Section 13.3. These remedies No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall be in lieu operate as a waiver thereof, nor shall any single or partial exercise by Buyer of all any right, remedy or power hereunder preclude any other remedies available to the parties at law and in equityor future exercise of any right, remedy or power.

Default Remedy. In the event that either party fails ‌‌ (a) If Buyer is in Default for nonpayment, subject to perform its respective obligations hereunder, the party claiming default shall deliver written notice of such default and a demand for cure to the other party. In the case of the Seller’s default, the Seller shall have thirty (30) calendar days from receipt of the Buyer’s notification to either remedy the default any duty or confirm in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities obligation under this Agreement, Seller may continue to provide services pursuant to its obligations under‌ this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including the right to terminate this Agreement pursuant to Section 13.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller shall be free is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to sell the Unit to a third party. It is specifically acknowledged that both the Purchaser Buyer under this Agreement and Seller waive all rights to claim or demand specific performance (ii) termination of this AgreementAgreement pursuant to Section 13.3. These remedies No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall be in lieu operate as a waiver thereof, nor shall any single or partial exercise by Buyer of all any right, remedy or power hereunder preclude any other remedies available to the parties at law and in equityor future exercise of any right, remedy or power.

Default Remedy. In the event that either party fails (a) If Buyer is in Default for nonpayment, subject to perform its respective obligations hereunder, the party claiming default shall deliver written notice of such default and a demand for cure to the other party. In the case of the Seller’s default, the Seller shall have thirty (30) calendar days from receipt of the Buyer’s notification to either remedy the default any duty or confirm in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities obligation under this Agreement, Seller may, at its sole option, suspend service and sell Energy to third parties or continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 11.2(a) shall affect Seller’s rights and remedies set forth in this Section 11.2; and provided, further, that Energy sold to third parties shall not count as Achieved Generation. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as required by Section 14.13 seeking injunctive relief in accordance with applicable California or Federal rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including the right to terminate this Agreement pursuant to Section 11.5 upon giving notice of intent to terminate to Buyer. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall be free to sell the Unit to operate as a third party. It waiver thereof, nor shall any single or partial exercise by Seller of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is specifically acknowledged that both the Purchaser continuing and Seller waive all is the Defaulting Party, Buyer may without further notice exercise any rights to claim and remedies provided for herein, or demand specific performance otherwise available at law or equity, including termination of this AgreementAgreement pursuant to Section 11.5 and foreclosure of Buyer’s Performance Security, upon notice of intent to terminate to Seller. These remedies No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall be in lieu operate as a waiver thereof, nor shall any single or partial exercise by Buyer of all any right, remedy or power hereunder preclude any other remedies available to the parties at law and in equityor future exercise of any right, remedy or power.

Default Remedy. In the event that either party fails (a) If Buyer is in Default for nonpayment, subject to perform its respective obligations hereunder, the party claiming default shall deliver written notice of such default and a demand for cure to the other party. In the case of the Seller’s default, the Seller shall have thirty (30) calendar days from receipt of the Buyer’s notification to either remedy the default any duty or confirm in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities obligation under this Agreement, Seller may, at its option, suspend performance hereunder or continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.3 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity including a termination of this Agreement pursuant to Section 13.4. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall be free to sell the Unit to operate as a third party. It waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is specifically acknowledged that both the Purchaser continuing and Seller waive is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all rights amounts available under the Performance Security against any amounts then payable by Seller to claim or demand specific performance Buyer under this Agreement, (ii) termination of this Agreement pursuant to Section 13.4, and (iii) on and after the tenth (10th) anniversary of the COD exercise of the Project Purchase Option as provided in the Option Agreement. These remedies No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall be in lieu operate as a waiver thereof, nor shall any single or partial exercise by Buyer of all any right, remedy or power hereunder preclude any other remedies available to the parties at law and in equityor future exercise of any right, remedy or power by Buyer.

Default Remedy. In the event ‌ (a) If Buyer is in Default for nonpayment, Seller may (in its sole discretion) continue to provide Delivered Energy pursuant to this Agreement; provided that either party fails nothing in this Section 13.2(a) shall be deemed to perform its respective obligations hereunder, the party claiming default shall deliver written notice of such default and a demand for cure to the other party. In the case of the waive or otherwise affect Seller’s default, the Seller shall have thirty (30) calendar days from receipt of the Buyer’s notification to either remedy the default or confirm rights and remedies set forth in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possiblethis Section 13.2. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits continued service to Buyer shall be returned not act to the relieve Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default its duties or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities under this Agreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including the right to terminate this Agreement pursuant to Section 13.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller shall be free is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to sell the Unit to a third party. It is specifically acknowledged that both the Purchaser Buyer under this Agreement and Seller waive all rights to claim or demand specific performance (ii) termination of this AgreementAgreement pursuant to Section 13.3. These remedies No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall be in lieu operate as a waiver thereof, nor shall any single or partial exercise by Buyer of all any right, remedy or power hereunder preclude any other remedies available to the parties at law and in equityor future exercise of any right, remedy or power.

Default Remedy. In the event that either party fails (a) If Buyer is in Default for nonpayment, subject to perform its respective obligations hereunder, the party claiming default shall deliver written notice of such default and a demand for cure to the other party. In the case of the Seller’s default, the Seller shall have thirty (30) calendar days from receipt of the Buyer’s notification to either remedy the default any duty or confirm in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities obligation under this Agreement, Seller may continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including the right to terminate this Agreement pursuant to Section 13.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall be free to sell the Unit to operate as a third party. It waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is specifically acknowledged that both the Purchaser continuing and Seller waive is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all rights amounts available under the Performance Security against any amounts then payable by Seller to claim or demand specific performance Buyer under this Agreement, (ii) termination of this Agreement pursuant to Section 13.3, and (iii) exercise of the Project Purchase Option as provided in the Option Agreement. These remedies No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall be in lieu operate as a waiver thereof, nor shall any single or partial exercise by Buyer of all any right, remedy or power hereunder preclude any other remedies available to the parties at law and in equityor future exercise of any right, remedy or power.

Default Remedy. In the event (a) If Buyer is in Default for nonpayment, Seller may (in its sole discretion) continue to provide Delivered Energy pursuant to this Agreement; provided that either party fails nothing in this Section 13.2(a) shall be deemed to perform waive or otherwise affect Seller’s rights and remedies set forth in this Section 13.2(a). Seller’s continued service to Buyer shall not act to relieve Buyer of any of its respective duties or obligations hereunderunder this Agreement.‌ (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the party claiming default affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including the right to terminate this Agreement pursuant to Section 13.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall deliver written notice operate as a waiver thereof, nor shall any single or partial exercise by Seller of such default any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and a demand for cure to the other party. In the case of the Seller’s default, is continuing and the Seller shall have thirty is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (30i) calendar days from receipt application of all amounts available under the Buyer’s notification Performance Security against any amounts then payable by Seller to either remedy the default or confirm in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities under this Agreement, and the Seller shall be free to sell the Unit to a third party. It is specifically acknowledged that both the Purchaser and Seller waive all rights to claim or demand specific performance (ii) termination of this AgreementAgreement pursuant to Section 13.3. These remedies No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall be in lieu operate as a waiver thereof, nor shall any single or partial exercise by Buyer of all any right, remedy or power hereunder preclude any other remedies available to the parties at law and in equityor future exercise of any right, remedy or power.

Default Remedy. In the event that either party fails (a) If Buyer is in Default for nonpayment, subject to perform its respective obligations hereunder, the party claiming default shall deliver written notice of such default and a demand for cure to the other party. In the case of the Seller’s default, the Seller shall have thirty (30) calendar days from receipt of the Buyer’s notification to either remedy the default any duty or confirm in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities obligation under this Agreement, Seller may continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement nor act as a waiver of any prior Default by Buyer. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including termination of this Agreement pursuant to Section 13.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller shall be free is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to sell the Unit to a third party. It is specifically acknowledged that both the Purchaser Buyer under this Agreement and Seller waive all rights to claim or demand specific performance (ii) termination of this AgreementAgreement pursuant to Section 13.3. These remedies No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall be in lieu operate as a waiver thereof, nor shall any single or partial exercise by Buyer of all any right, remedy or power hereunder preclude any other remedies available to the parties at law and in equityor future exercise of any right, remedy or power.

Default Remedy. In (a) If any Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may continue to provide services to such Defaulting Buyer, and shall continue to provide services with respect to the event non-Defaulting Buyers, pursuant to its obligations under this Agreement; provided that either party fails nothing in this Section 12.2(a) shall affect Seller’s rights and remedies set forth in this Section 12.2. Seller’s continued service to perform a Defaulting Buyer shall not act to relieve such Defaulting Buyer of any of its respective duties or obligations hereunderunder this Agreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the party claiming default shall deliver written notice affected Party may, whether or not the dispute resolution procedure set forth in Section 13.3 has been invoked or completed, bring an action in any court of such default competent jurisdiction as set forth in Section 13.3 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and a demand for cure Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity with respect to such Buyer, including a partial termination of this Agreement with respect to the other party. In Defaulting Buyer pursuant to Section 12.3; provided that the case of the Seller’s defaultnon-Defaulting Buyer (or Buyers, the Seller as applicable), shall have thirty (30) calendar days from receipt the opportunity, upon the termination of the this Agreement with respect to such Defaulting Buyer or Buyers, to take over such Defaulting Buyer’s notification or Buyers’ Percentage of SB 859 Capacity as provided in Section 2.3(h). No failure of Seller to either remedy the default or confirm in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficientexercise, and definitive indemnification for no delay in exercising, any loss right, remedy or damages caused power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment Seller of any Additional Deposits dueother right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default or terminate Except as expressly limited by this Agreement. Upon termination, if a Default has occurred and is continuing and Seller is the Defaulting Party, each Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities to Buyers under this Agreement, and the Seller shall be free to sell the Unit to a third party. It is specifically acknowledged that both the Purchaser and Seller waive all rights to claim (ii) withdrawal from or demand specific performance termination of this AgreementAgreement pursuant to Section 12.3. These remedies No failure of any Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall be in lieu operate as a waiver thereof, nor shall any single or partial exercise by any Buyer of all any right, remedy or power hereunder preclude any other remedies available to the parties at law and in equityor future exercise of any right, remedy or power by such Buyer.