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 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 (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 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 (a) Subject to the event that either party fails to perform its respective obligations hereunderprovisions of Section 5, the party claiming occurrence of any one or more of the following events with respect to Purchaser shall constitute an event of default (“Event of Default”) hereunder: (i) any default shall deliver occur in the payment of (i) any principal when due and payable or (ii) any interest or other sums that are due or may become due hereunder at the time, place and manner provided herein and the same shall continue for a period of the longer of (A) any applicable cure period or (B) more than five (5) business days after written notice thereof to Purchaser (unless any such payment is prohibited by subordination provisions under Section 5); (ii) (x) the occurrence of any default in the performance of, or breach of, any obligation or covenant of Purchaser with respect to this Note or any document related thereto or (y) any representation or warranty made hereunder is proven to have been false or misleading in any material respect as of the date hereof; (iii) if Purchaser shall become insolvent or make an assignment for the benefit of creditors or if any governmental authority having the power to do so orders the seizure or liquidation of Purchaser’s assets or the cessation or suspension of its business operations; (iv) the dissolution, merger or consolidation of Purchaser or the sale or transfer of any substantial portion of any of Purchaser’s assets, or if any agreement for such dissolution, merger or consolidation, sale or transfer is entered by into by Purchaser, without the prior written consent of Seller; or (v) a default under the senior credit facilities or any other indebtedness for borrowed money (in excess of $2,500,000) that has resulted in an acceleration by the lender thereunder of the maturity of such default indebtedness. (b) Upon the occurrence of any one or more Events of Default, unless Seller elects otherwise, the entire unpaid principal balance under this Agreement and all accrued and unpaid interest (the “Default Amount”) shall be immediately due and payable without notice to Purchaser, and Seller may, immediately or at any time thereafter, exercise any or all of its rights and remedies thereunder or under any agreement or otherwise under applicable law against Xxxxxxxxx; provided, however, that Seller hereby acknowledges and agrees that any amount paid or to be paid to Seller as a demand for cure result of the exercise of Seller’s remedies under this Section 7 shall remain subordinate and subject in right of payment to the other partySenior Obligations in accordance with the Subordination Agreement. In Seller may exercise its rights and remedies in any order and may at its option, delay in or refrain from exercising some or all of its rights and remedies without prejudice thereto. Interest shall begin to accrue on the case Default Amount at the Interest Rate plus four percent (4%) per annum. (c) If a payment is ten (10) days or more late, Purchaser will be charged 5% of the Seller’s default, the Seller shall have thirty (30) calendar days from receipt unpaid portion of the Buyer’s notification regularly scheduled payment or Fifty Dollars ($50.00), whichever is greater, but in any event not to either remedy exceed the default amount permitted by applicable law. This provision shall not be deemed to excuse a late payment or confirm in writing that be deemed 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 waiver of any Additional Deposits due) within twenty (20) calendar days after receipt of such demandother rights Seller may have, including the Seller will have right to declare the option to either waive the default or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages entire principal balance and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations interest immediately due 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 equitypayable.

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 (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.

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 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. 16.1 The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Xxxxxx: A. The failure by Lessee to make any payment required to be made by Lessee hereunder, including Additional Rent, as and when due, where such failure shall continue for a period of five (5) days after Xxxxxx’s receipt of written notice thereof from Lessor to Lessee. B. The failure by Xxxxxx to keep, perform or observe any of the covenants, agreements terms or provisions contained in this Lease that are to be kept or performed by Lessee other than with respect to payment of Rent or other liquidated sums of money and Lessee fails to commence and take such steps as are necessary to remedy the same within ten (10) days after Xxxxxx receives written notice specifying the same, or having so commenced, thereafter fails to proceed diligently and with continuity to remedy the same. C. If an involuntary petition is filed against Lessee under any bankruptcy or insolvency law or under the reorganization provisions of any law of like import or if a receiver of Lessee or of all or substantially all of the property of Xxxxxx is appointed without acquiescence, and such petition or appointment is not discharged or stayed within sixty (60) days after the happening of such event. D. If Lessee makes an assignment of its property for the benefit of creditors or files a voluntary petition under any bankruptcy or insolvency law or seeks relief under any other law for the benefit of debtors. E. The leasehold hereunder demised shall be taken by execution or other process of law in any action against Xxxxxx. F. Except for a valid termination of this Lease by Lessee pursuant to any provision hereunder including, without limitation, the provisions of Section 4 above, Lessee otherwise notifies Lessor, at any time prior to the Delivery of the Premises, that Xxxxxx does not intend to take occupancy of the Premises upon the Delivery of the Premises, or Lessee shall fail to promptly move into and take possession of the Premises when the Premises are ready for occupancy. X. Xxxxxx shall become insolvent or unable to pay its debts as they become due, or Lessee notifies Lessor in writing that it anticipates either condition. 16.2 If a Lessee Default occurs, Lessor may, at any time thereafter prior to the curing thereof and without waiving any other rights hereunder or available to Lessor at law or in equity (Lessor's rights being cumulative), do any one or both of the following: A. Lessor may terminate this Lease by giving Lessee written notice thereof, in which event this Lease, and the leasehold estate hereby created and all interest of Lessee and all parties claiming by, through or under Lessee shall automatically terminate upon the effective date of such notice with the same force and effect and to the same extent as if the effective date of such notice were the day originally fixed in Section 4.1 for the expiration of the Term. Lessor, its agent or representatives, shall have the right, without further demand or notice, to re- enter and take possession of the Premises and remove all persons and property therefrom with process of law, without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrears of Rent or existing breaches thereof. In the event that either party fails of such termination, Lessee shall be liable to perform Lessor for damages in an amount equal to (i) the discounted present value of the amount by which the Rent reserved hereunder for the remainder of the stated Term exceeds the then net fair market rental value of the Premises for such period of time, plus, (ii) all expenses incurred by Lessor enforcing its respective rights hereunder. Upon the acceleration of such amounts, Xxxxxx agrees to pay the same at once, together with all Rent and other charges and assessments due, at Xxxxxx's address as provided herein. X. Xxxxxx may terminate Xxxxxx's right to possession of the Premises without terminating this Lease or the leasehold estate created hereby, re-enter and take possession of the Premises and remove all persons and property therefrom (except for sublessees as provided in Section 17) with or without process of law, without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrears of Rent or existing breaches hereof, and lease, manage and operate the Premises and collect the rents, issues and profits therefrom all for the account of Xxxxxx, and credit to the satisfaction of Xxxxxx's obligations hereunderhereunder the net rental thus received (after deducting therefrom all reasonable costs and expenses of repossessing, leasing, managing and operating the party claiming default shall deliver written Premises). Lessee hereby waives notice of such default re-entry or repossession. Lessor shall not be responsible for the care or safekeeping of any such property and a demand for cure to the other partyLessee waives any claim against Lessor relating thereto. In the case Lessor may re-let all or part of the Seller’s defaultPremises for Xxxxxx's account, for a term or terms which may, at Lessor's option, be equal to, less than, or greater than the Seller shall period which would otherwise have thirty (30) calendar days from receipt constituted the balance of the Buyer’s notification to either remedy Term, holding Lessee liable in damages for all expenses incurred in any such reletting including, without limitation, expenditures in connection with renovation, maintenance, repairs and/or alterations for the default or confirm in writing that a remedy is required new Lessee, broker's commissions, legal fees, etc. and that for any difference between the Seller will undertake to cure amount of rent received from such reletting and the default as soon as reasonably possibleRent due and payable under the terms of his Lease. If the Seller fails net rental so received by Lessor exceeds the amounts necessary to cure satisfy all of Xxxxxx's obligations under this Lease, nevertheless Lessor shall retain such excess. In no event shall Lessor be liable for failure to so lease, manage or operate the default within this period Premises 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 collect he rentals due under any subleases and any such failure 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 breachnot reduce Xxxxxx's liability hereunder. If the Purchaser defaults and fails Lessor elects to comply with a written demand (including demands for payment of proceed under this Section, it may at any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option time thereafter elect to either waive the default or terminate this AgreementLease as provided in Section _. 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 Lessor may exercise all other remedies available to the parties Lessor at law and or in equity, including, without limitation, injunctive relief of all varieties. All of Xxxxxx's remedies shall be cumulative and not exclusive. Forbearance by Lessor to enforce one or more of the remedies herein provided upon an event o default shall not be deemed or construed to constitute a waiver of such default. Without limiting the generality of the foregoing, the maintenance of any action of proceeding to recover possession of the Premises or any Rent or any other monies that may be due or become due from Lessee to Lessor shall not preclude Lessor from thereafter instituting and maintaining subsequent actions or proceedings for the recovery of possession of the Premises or of any other Rent or monies that may be due or become due from Lessee. Any entry or re-entry into the Premises by Lessor shall not be deemed to absolve or discharge Lessee from liability under this Lease. 16.3 Notwithstanding anything contained herein to the contrary, Lessor shall never be entitled to dispossess Lessee of the Premises pursuant to any "lock out" or other nonjudicial remedy, Lessor hereby waiving its right to forcibly dispossess Lessee from the Premises, whether peaceably or otherwise, without judicial process, such that Lessor shall not be entitled to any "commercial lock-out" or any other provisions of applicable law which permit Lessors to dispossess Lessees from commercial properties without the benefit of judicial review. 16.4 Lessee hereby expressly waives any and all rights of redemption and rights to relief from forfeiture granted by or under any present or future laws, if Xxxxxx shall be evicted or dispossessed from the Premises for any cause, or Lessor reenters the Premises following the occurrence of any Event of Default hereunder, or this lease is terminated before the expiration date thereof originally fixed herein. For the enforcement of Xxxxxx's remedies, Lessor may have recourse to any applicable legal or equitable process for the recovery of possession of the Premises and the right to seek an injunction or a declaratory judgment as if no other remedies were provided herein for such breach. Except as otherwise specifically required by this Lease, Lessee waives any and all statutory and legal notice requirements.

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 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 (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 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. 16.1 The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Lessee: A. The failure by Lessee to make any payment required to be made by Lessee hereunder, including Additional Rent, as and when due, where such failure shall continue for a period of five (5) days after Lessee’s receipt of written notice thereof from Lessor to Lessee. B. The failure by Lessee to keep, perform or observe any of the covenants, agreements terms or provisions contained in this Lease that are to be kept or performed by Lessee other than with respect to payment of Rent or other liquidated sums of money and Lessee fails to commence and take such steps as are necessary to remedy the same within ten (10) days after Lessee receives written notice specifying the same, or having so commenced, thereafter fails to proceed diligently and with continuity to remedy the same. C. If an involuntary petition is filed against Lessee under any bankruptcy or insolvency law or under the reorganization provisions of any law of like import or if a receiver of Lessee or of all or substantially all of the property of Lessee is appointed without acquiescence, and such petition or appointment is not discharged or stayed within sixty (60) days after the happening of such event. D. If Lessee makes an assignment of its property for the benefit of creditors or files a voluntary petition under any bankruptcy or insolvency law or seeks relief under any other law for the benefit of debtors. E. The leasehold hereunder demised shall be taken by execution or other process of law in any action against Lessee. F. Except for a valid termination of this Lease by Lessee pursuant to any provision hereunder including, without limitation, the provisions of Section 4 above, Lessee otherwise notifies Lessor, at any time prior to the Delivery of the Premises, that Lessee does not intend to take occupancy of the Premises upon the Delivery of the Premises, or Lessee shall fail to promptly move into and take possession of the Premises when the Premises are ready for occupancy. G. Lessee shall become insolvent or unable to pay its debts as they become due, or Lessee notifies Lessor in writing that it anticipates either condition. 16.2 If a Lessee Default occurs, Lessor may, at any time thereafter prior to the curing thereof and without waiving any other rights hereunder or available to Lessor at law or in equity (Lessor's rights being cumulative), do any one or both of the following: A. Lessor may terminate this Lease by giving Lessee written notice thereof, in which event this Lease, and the leasehold estate hereby created and all interest of Lessee and all parties claiming by, through or under Lessee shall automatically terminate upon the effective date of such notice with the same force and effect and to the same extent as if the effective date of such notice were the day originally fixed in Section 4.1 for the expiration of the Term. Lessor, its agent or representatives, shall have the right, without further demand or notice, to re- enter and take possession of the Premises and remove all persons and property therefrom with process of law, without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrears of Rent or existing breaches thereof. In the event that either party fails of such termination, Lessee shall be liable to perform Lessor for damages in an amount equal to (i) the discounted present value of the amount by which the Rent reserved hereunder for the remainder of the stated Term exceeds the then net fair market rental value of the Premises for such period of time, plus, (ii) all expenses incurred by Lessor enforcing its respective rights hereunder. Upon the acceleration of such amounts, Lessee agrees to pay the same at once, together with all Rent and other charges and assessments due, at Lessor's address as provided herein. X. Xxxxxx may terminate Lessee's right to possession of the Premises without terminating this Lease or the leasehold estate created hereby, re-enter and take possession of the Premises and remove all persons and property therefrom (except for sublessees as provided in Section 17) with or without process of law, without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrears of Rent or existing breaches hereof, and lease, manage and operate the Premises and collect the rents, issues and profits therefrom all for the account of Lessee, and credit to the satisfaction of Lessee's obligations hereunderhereunder the net rental thus received (after deducting therefrom all reasonable costs and expenses of repossessing, leasing, managing and operating the party claiming default shall deliver written Premises). Lessee hereby waives notice of such default re-entry or repossession. Lessor shall not be responsible for the care or safekeeping of any such property and a demand for cure to the other partyLessee waives any claim against Lessor relating thereto. In the case Lessor may re-let all or part of the Seller’s defaultPremises for Lessee's account, for a term or terms which may, at Lessor's option, be equal to, less than, or greater than the Seller shall period which would otherwise have thirty (30) calendar days from receipt constituted the balance of the Buyer’s notification to either remedy Term, holding Lessee liable in damages for all expenses incurred in any such reletting including, without limitation, expenditures in connection with renovation, maintenance, repairs and/or alterations for the default or confirm in writing that a remedy is required new Lessee, broker's commissions, legal fees, etc. and that for any difference between the Seller will undertake to cure amount of rent received from such reletting and the default as soon as reasonably possibleRent due and payable under the terms of his Lease. If the Seller fails net rental so received by Lessor exceeds the amounts necessary to cure satisfy all of Lessee's obligations under this Lease, nevertheless Lessor shall retain such excess. In no event shall Lessor be liable for failure to so lease, manage or operate the default within this period Premises 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 collect he rentals due under any subleases and any such failure 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 breachnot reduce Lessee's liability hereunder. If the Purchaser defaults and fails Lessor elects to comply with a written demand (including demands for payment of proceed under this Section, it may at any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option time thereafter elect to either waive the default or terminate this AgreementLease as provided in Section _. 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 Lessor may exercise all other remedies available to the parties Lessor at law and or in equity, including, without limitation, injunctive relief of all varieties. All of Lessor's remedies shall be cumulative and not exclusive. Forbearance by Lessor to enforce one or more of the remedies herein provided upon an event o default shall not be deemed or construed to constitute a waiver of such default. Without limiting the generality of the foregoing, the maintenance of any action of proceeding to recover possession of the Premises or any Rent or any other monies that may be due or become due from Lessee to Lessor shall not preclude Lessor from thereafter instituting and maintaining subsequent actions or proceedings for the recovery of possession of the Premises or of any other Rent or monies that may be due or become due from Lessee. Any entry or re-entry into the Premises by Lessor shall not be deemed to absolve or discharge Lessee from liability under this Lease. 16.3 Notwithstanding anything contained herein to the contrary, Lessor shall never be entitled to dispossess Lessee of the Premises pursuant to any "lock out" or other nonjudicial remedy, Lessor hereby waiving its right to forcibly dispossess Lessee from the Premises, whether peaceably or otherwise, without judicial process, such that Lessor shall not be entitled to any "commercial lock-out" or any other provisions of applicable law which permit Lessors to dispossess Lessees from commercial properties without the benefit of judicial review. 16.4 Lessee hereby expressly waives any and all rights of redemption and rights to relief from forfeiture granted by or under any present or future laws, if Lessee shall be evicted or dispossessed from the Premises for any cause, or Lessor reenters the Premises following the occurrence of any Event of Default hereunder, or this lease is terminated before the expiration date thereof originally fixed herein. For the enforcement of Lessor's remedies, Lessor may have recourse to any applicable legal or equitable process for the recovery of possession of the Premises and the right to seek an injunction or a declaratory judgment as if no other remedies were provided herein for such breach. Except as otherwise specifically required by this Lease, Lessee waives any and all statutory and legal notice requirements.

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 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 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, 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.