Common use of Events of Default and Termination Clause in Contracts

Events of Default and Termination. 9.1 The Company may terminate this Agreement if, by the Target Go-Live Date, the Service Provider’s Providing Unit has not completed its Performance Milestones, or commenced provision of Contracted Services. 9.2 The following events or circumstances shall be Events of Default: 9.2.1 the Service Provider ceasing to be a signatory to the Trading and Settlement Code to the extent that the Service Provider is a party to the Trading and Settlement Code, otherwise than due to the Trading and Settlement Code being terminated; or 9.2.2 the Connection Agreement or Interface Agreement (as applicable) being terminated in accordance with their respective terms provided always that, where this Agreement relates to the provision of the Contracted Services from more than one of the Service Provider’s Providing Units the Event of Default shall be limited to the Contracted Services to be provided from the Service Provider’s Providing Units for which the relevant Connection Agreement or Interface Agreement (as applicable) has terminated; or 9.2.3 the Use of System Agreement being terminated in accordance with its terms to the extent that the Providing Unit is connected to the Transmission System; or 9.2.4 revocation or withdrawal of the Generation Licence and/or Supply Licence (as applicable) granted to the Service Provider or any replacement thereof by a Competent Authority; or 9.2.5 the occurrence of any of the circumstances set out in Clause 4.1.5 (a) to (e) inclusive of this Agreement; or 9.2.6 the Service Provider failing to comply with or failing to operate in conformity with any provisions of this Agreement or the Grid Code where such failure is a material breach of this Agreement (being one which materially affects the Service Provider’s ability to perform its obligations under this Agreement) or the Grid Code, as the case may be, and, either: 9.2.7 any grounds for exclusion set out in Regulation 57 of the European Union (Award of Public Authority Contracts) Regulations 2016 applying to the Service Provider; or (i) the breach is not capable of remedy; or (ii) if such failure is capable of remedy but remains unremedied for any period provided for in this Agreement or, if none is provided for in this Agreement, then forty (40) Business Days following the date on which the Service Provider and, where applicable, its Funder is given written notice of the breach by the Company; or 9.2.8 any grounds for exclusion set out in Regulation 57 of the European Union (Award of Public Authority Contracts) Regulations 2016 applying to the Service Provider; or 9.2.9 at the time of the award of the Agreement, the Service Provider was in one of the situations referred to in Regulation 57(1) or (2) of European Union (Award of Public Authority Contracts) Regulations 2016 and should have been excluded from the procurement procedure leading to the award of this Agreement; or 9.2.10 the Agreement has been subject to a substantial modification which requires a new procurement procedure in accordance with Regulation 97 of the European Union (Award of Contracts by Utility Undertakings) Regulations 2016; or 9.2.11 the Agreement should not have been awarded to the Service Provider in view of a serious infringement of the obligations under the Treaties governing the European Union or the European Union (Award of Contracts by Utility Undertakings) Regulations 2016 that has been declared by the Court of Justice of the European Union in a procedure under Article 258 of the TFEU; or 9.2.12 in the event that a challenge to the award of this Agreement to the Service Provider or to any aspect of the competition leading to award of this Agreement is or has been made by any person on the grounds of non-compliance with European Union public procurement rules. 9.2.13 in relation to the Service Provider only: (a) an order of the High Court being made or an effective resolution passed for its insolvent winding up or dissolution; or (b) if, within twenty-eight (28) days of appointment of a receiver (which expression shall if applicable include an examiner within the meaning of Section 508 of the Companies Act, 2014) liquidator, administrative receiver, administrator nominee or other similar officer in respect of the whole or any material part of its assets or undertaking, such person has not provided to the Company a guarantee of future performance by the Service Provider of the Agreement in such form and amount as the Company may reasonably require; or (c) any scheme of arrangement being entered into (other than for the purpose of a solvent reconstruction or amalgamation upon terms and within such period as may previously have been approved in writing by the Company); or (d) inability to pay its debts within the meaning of the Relevant Legislation; or 9.2.14 the Service Provider failing to pay (other than by inadvertent error in transfer of funds which is discovered by the Company, notified to the Service Provider and corrected within two (2) Business Days thereafter) any amount properly due or owing from it pursuant to this Agreement and such failure to pay continues unremedied (and is not disputed in good faith and upon reasonable grounds) at the expiry of fifteen (15) Business Days following receipt of written notice from the Company to the Service Provider and the Funder (if applicable) of such failure; or 9.2.15 the Providing Unit failing to make available the Contracted Services, such that the Performance Assessment results in their Availability Performance Scalar value being 0 for three (3) consecutive months. 9.3 Once an Event of Default has occurred and remains extant, the Company may give notice of termination to the Service Provider whereupon the Agreement shall terminate with effect from the date specified in the notice. The Company shall have no liability to the Service Provider by reason of exercising such right of termination. 9.4 The Service Provider may by notice in writing to the Company terminate this Agreement:

Events of Default and Termination. 9.1 The Company may terminate this Agreement if, by the Target Go-Live Date, the Service Provider’s Providing Unit has not completed its Performance Milestones, or commenced provision of Contracted Services. 9.2 The following events or circumstances shall be Events of Default: 9.2.1 the Service Provider ceasing to be a signatory to the Trading and Settlement Code to the extent that the Service Provider is a party to the Trading and Settlement Code, otherwise than due to the Trading and Settlement Code being terminated; or 9.2.2 the Connection Agreement or Interface Agreement (as applicable) being terminated in accordance with their respective terms provided always that, where this Agreement relates to the provision of the Contracted Services from more than one of the Service Provider’s Providing Units the Event of Default shall be limited to the Contracted Services to be provided from the Service Provider’s Providing Units for which the relevant Connection Agreement or Interface Agreement (as applicable) has terminated; or 9.2.3 the Use of System Agreement being terminated in accordance with its terms to the extent that the Providing Unit is connected to the Transmission System; or 9.2.4 revocation or withdrawal of the Generation Licence and/or Supply Licence (as applicable) granted to the Service Provider or any replacement thereof by a Competent Authority; or 9.2.5 the occurrence of any of the circumstances set out in Clause 4.1.5 (a) to (e) inclusive of this Agreement; or 9.2.6 the Service Provider failing to comply with or failing to operate in conformity with any provisions of this Agreement or the Grid Code where such failure is a material breach of this Agreement (being one which materially affects the Service Provider’s ability to perform its obligations under this Agreement) or the Grid Code, as the case may be, and, either: 9.2.7 any grounds for exclusion set out in Regulation 57 of the European Union (Award of Public Authority Contracts) Regulations 2016 applying to the Service Provider; or (i) the breach is not capable of remedy; or (ii) if such failure is capable of remedy but remains unremedied for any period provided for in this Agreement or, if none is provided for in this Agreement, then forty (40) Business Days following the date on which the Service Provider and, where applicable, its Funder is given written notice of the breach by the Company; or 9.2.8 9.2.7 any grounds for exclusion set out in Regulation 57 of the European Union (Award of Public Authority Contracts) Contracts Regulations 2016 2015 applying to the Service Provider; or 9.2.9 9.2.8 at the time of the award of the Agreement, the Service Provider was in one of the situations referred to in Regulation 57(1) or (2) of European Union (Award of the Public Authority Contracts) Contracts Regulations 2016 2015 and should have been excluded from the procurement procedure leading to the award of this Agreement; or 9.2.10 9.2.9 the Agreement has been subject to a substantial modification which requires a new procurement procedure in accordance with Regulation 97 88 of the European Union (Award of Utilities Contracts by Utility Undertakings) Regulations 2016; or 9.2.11 9.2.10 the Agreement should not have been awarded to the Service Provider in view of a serious infringement of the obligations under the Treaties governing the European Union or and the European Union (Award of Utilities Contracts by Utility Undertakings) Regulations 2016 Directive that has been declared by the Court of Justice of the European Union in a procedure under Article 258 of the TFEU; or 9.2.12 9.2.11 in the event that a challenge to the award of this Agreement to the Service Provider or to any aspect of the competition leading to award of this Agreement is or has been made by any person on the grounds of non-compliance with European Union public procurement rules.; or 9.2.13 9.2.12 in relation to the Service Provider only: (a) an order of the High Court being made or an effective resolution passed for its insolvent winding up or dissolution; or (b) if, within twenty-eight (28) days of appointment of a receiver (which expression shall if applicable include an examiner within the meaning of Section 508 1 of the Companies (Amendment) Act, 20141990) liquidator, administrative receiver, administrator nominee or other similar officer in respect of the whole or any material part of its assets or undertaking, such person has not provided to the Company a guarantee of future performance by the Service Provider of the Agreement in such form and amount as the Company may reasonably require; or (c) any scheme of arrangement being entered into (other than for the purpose of a solvent reconstruction or amalgamation upon terms and within such period as may previously have been approved in writing by the Company); or (d) inability to pay its debts within the meaning of the Relevant Legislation; or 9.2.14 9.2.13 the Service Provider failing to pay (other than by inadvertent error in transfer of funds which is discovered by the Company, notified to the Service Provider and corrected within two (2) Business Days thereafter) any amount properly due or owing from it pursuant to this Agreement and such failure to pay continues unremedied (and is not disputed in good faith and upon reasonable grounds) at the expiry of fifteen (15) Business Days following receipt of written notice from the Company to the Service Provider and the Funder (if applicable) of such failure; or 9.2.15 9.2.14 the Providing Unit failing to make available the Contracted Services, such that the Performance Assessment results in their Availability Performance Scalar value being 0 for three (3) consecutive months. 9.3 Once an Event of Default has occurred and remains extant, the Company may give notice of termination to the Service Provider whereupon the Agreement shall terminate with effect from the date specified in the notice. The Company shall have no liability to the Service Provider by reason of exercising such right of termination. 9.4 The Service Provider may by notice in writing to the Company terminate this Agreement:

Events of Default and Termination. 9.1 (1) The Company may terminate this Agreement if, by the Target Go-Live Date, the Service Provider’s Providing Unit has not completed its Performance Milestones, or commenced provision of Contracted Services. 9.2 The following events or circumstances shall be Events of Default: 9.2.1 the Service Provider ceasing to be a signatory to the Trading and Settlement Code to the extent that the Service Provider is a party to the Trading and Settlement Code, otherwise than due to the Trading and Settlement Code being terminated; or 9.2.2 the Connection Agreement or Interface Agreement (as applicable) being terminated in accordance with their respective terms provided always that, where this Agreement relates to the provision of the Contracted Services from more than one of the Service Provider’s Providing Units the Event of Default shall be limited to the Contracted Services to be provided from the Service Provider’s Providing Units for which the relevant Connection Agreement or Interface Agreement (as applicable) has terminated; or 9.2.3 the Use of System Agreement being terminated in accordance with its terms to the extent that the Providing Unit is connected to the Transmission System; or 9.2.4 revocation or withdrawal of the Generation Licence and/or Supply Licence (as applicable) granted to the Service Provider or any replacement thereof by a Competent Authority; or 9.2.5 the occurrence of any of the circumstances set out following events shall be deemed an event of default under Earn In Agreement (hereinafter referred to collectively as “Events of Default” and an “Event of Default” shall be construed accordingly) on the part of the Party who is in Clause 4.1.5 default (a) hereinafter referred to (e) inclusive as “Defaulting Party” whereas the other Party hereto shall be referred to as “Non-defaulting Party”): ⮚ the Defaulting Party breaches any material terms or stipulations of this Agreement; or 9.2.6 the Service Provider failing to comply with or failing to operate in conformity with any provisions of this Earn In Agreement or the Grid Code where such failure is a material breach of this Agreement (being one which materially affects the Service Provider’s ability fails to perform observe its obligations under this Agreement) or the Grid Code, as the case may be, and, either: 9.2.7 any grounds for exclusion set out in Regulation 57 of the European Union (Award of Public Authority Contracts) Regulations 2016 applying to the Service Provider; or (i) the breach hereunder which is not capable of remedy; or (ii) rectification, or if such failure is capable of remedy but remains unremedied for any period provided for in this Agreement or, if none rectification is provided for in this Agreement, then forty not so remedied within Thirty (4030) Business Days following (or such shorter timeframe as may be prescribed by the date on which the Service Provider and, where applicable, its Funder is given Relevant Authorities) after receipt of a written notice of from the breach Non-defaulting Party requiring such remedy or rectification; ⮚ any material representation or warranty made by the Company; or 9.2.8 any grounds for exclusion set out in Regulation 57 of the European Union (Award of Public Authority Contracts) Regulations 2016 applying Defaulting Party under Earn In Agreement shall prove to the Service Provider; or 9.2.9 at the time of the award of the Agreement, the Service Provider was in one of the situations referred to in Regulation 57(1) or (2) of European Union (Award of Public Authority Contracts) Regulations 2016 and should have been excluded incorrect or misleading and which is not capable of rectification, or if capable of rectification is not so remedied within Thirty (30) Days (or such shorter timeframe as may be prescribed by the Relevant Authorities) after receipt of a written notice from the procurement procedure leading Non-defaulting Party requiring such remedy or rectification; ⮚ the Defaulting Party shall fail to the award of this Agreement; or 9.2.10 the Agreement has been subject to a substantial modification which requires a new procurement procedure in accordance observe or comply with Regulation 97 of the European Union (Award of Contracts by Utility Undertakings) Regulations 2016; or 9.2.11 the Agreement should not have been awarded to the Service Provider in view of a serious infringement of the obligations under the Treaties governing the European Union any term, condition, direction, requirement, regulation, guideline or the European Union (Award of Contracts by Utility Undertakings) Regulations 2016 that has been declared by the Court of Justice of the European Union in a procedure under Article 258 of the TFEU; or 9.2.12 in the event that a challenge to the award of this Agreement to the Service Provider or to any aspect of the competition leading to award of this Agreement is or has been made by any person on the grounds of non-compliance with European Union public procurement rules. 9.2.13 legislation applicable in relation to the Service Provider only: Mining Leases and/or the Sokor South Area and on its part to be observed; ⮚ the Exclusive Mining Agreement and/or the Mining Leases shall be terminated or revoked or not renewed by the Relevant Authorities for any reasons whatsoever (a) which, unless it is due to the act or omission of Novaworth, shall be deemed as an Event of Default on the part of SPM); ⮚ any step is taken or a petition shall be presented or an order is made or a resolution is passed for the winding-up or dissolution of the High Court being made Defaulting Party; ⮚ the Defaulting Party shall become insolvent or an effective resolution passed compound with or make arrangements with its creditors or go into liquidation whether voluntarily (save for its insolvent winding up the purposes of permitted amalgamation or dissolutionreconstruction) or compulsorily; or (b) if, within twenty-eight (28) days of appointment of ⮚ a receiver (which expression Receiver or Manager and/or special administrator shall if applicable include an examiner within be appointed whether pursuant to any charge or debenture whatsoever over the meaning of Section 508 undertakings or properties or assets or any part thereof of the Companies Act, 2014) liquidator, administrative receiver, administrator nominee Defaulting Party; or other similar officer in respect of ⮚ the whole or any material part of its assets or undertaking, such person has not provided to the Company a guarantee of future performance by the Service Provider of the Agreement in such form and amount as the Company may reasonably require; or (c) any scheme of arrangement being entered into (other than for the purpose of a solvent reconstruction or amalgamation upon terms and within such period as may previously have been approved in writing by the Company); or (d) inability Defaulting Party is unable to pay its debts within the meaning of Section 466 of the Relevant Legislation; or 9.2.14 the Service Provider failing to pay (other than by inadvertent error in transfer Companies Act 2016 or any statutory modification or re-enactment thereof or stops, suspends or threatens suspension of funds which is discovered by the Company, notified to the Service Provider and corrected within two (2) Business Days thereafter) any amount properly due or owing from it pursuant to this Agreement and such failure to pay continues unremedied (and is not disputed in good faith and upon reasonable grounds) at the expiry of fifteen (15) Business Days following receipt of written notice from the Company to the Service Provider and the Funder (if applicable) of such failure; or 9.2.15 the Providing Unit failing to make available the Contracted Services, such that the Performance Assessment results in their Availability Performance Scalar value being 0 for three (3) consecutive monthspayment thereof. 9.3 Once an Event of Default has occurred and remains extant, the Company may give notice of termination to the Service Provider whereupon the Agreement shall terminate with effect from the date specified in the notice. The Company shall have no liability to the Service Provider by reason of exercising such right of termination. 9.4 The Service Provider may by notice in writing to the Company terminate this Agreement:

Events of Default and Termination. 9.1 3.1 This Agreement may be terminated by either Party, without cause, upon ninety (90) days’ advance written notice. 3.2 Each of the following events constitutes an Event of Default under this Agreement: (a) The Company may terminate this Agreement if, by Service Provider is in breach of the Target Go-Live Date, the Service Provider’s Providing Unit has not completed its Performance Milestonesperformance of, or commenced provision compliance with any term, condition or obligation pursuant to this Agreement, including any of Contracted Services. 9.2 The following events or circumstances shall be Events of Default: 9.2.1 the warranties provided by the Service Provider ceasing to be a signatory to hereunder, the Trading Guidelines, the provisions of the Child Care and Settlement Code to Early Years Act or the extent that Budget Submission; (b) the Service Provider is a party fails to provide Service to the Trading and Settlement Code, otherwise level of care required by the Region; (c) The Service Provider makes a false statement or material misrepresentation in connection with this Agreement; (d) The Service Provider uses any portion of the Subsidies paid by the Region for any purpose other than due a purpose permitted by this Agreement; (e) The Service Provider fails to the Trading and Settlement Code being terminated; or 9.2.2 the Connection Agreement or Interface Agreement (as applicable) being terminated in accordance with their respective terms provided always that, where submit required information/documentation/reporting required by this Agreement relates to in the provision of time prescribed by the Contracted Services from more than one Region; (f) The nature of the Service Provider’s Providing Units operations, or its corporate status, changes so that it no longer meets one or more of the applicable eligibility requirements of the program(s) under which the Region provides the Subsidies; (g) The Service Provider becomes bankrupt or insolvent or makes an assignment, files and proposal, or arrangement for the benefit of creditors, or is petitioned into bankruptcy, or files for the appointment of a receiver; and/or (h) The Service Provider ceases to operate, winds up or dissolves. 3.3 If an Event of Default occurs as described in 3.2, the Region may terminate this Agreement upon five (5) days’ notice in writing to the Service Provider, or alternatively, the Region may require the Service Provider to take remedial action to rectify the Event of Default, as the Region directs. 3.4 If an Event of Default occurs, the Region may, while maintaining its termination rights set out in 3.3, take one or more of the following actions: (a) Require the Service Provider to remedy the Event of Default shall be limited to the Contracted Services satisfaction of the Region within a set time period (“Remedy Notice Period”); (b) Require the Service Provider to be provided from initiate any action the Region considers necessary in order to facilitate the successful continuation of the Agreement; (c) Suspend the payment of any Subsidies for such period as the Region determines is appropriate; (d) Reduce or cancel further Subsidies; (e) Demand the repayment of any Subsidies remaining in the possession or under the control of the Service Provider’s Providing Units for which ; (f) Demand the relevant Connection Agreement or Interface Agreement (as applicable) has terminated; or 9.2.3 the Use repayment of System Agreement being terminated in accordance with its terms an amount equal to the extent that the Providing Unit is connected to the Transmission System; or 9.2.4 revocation or withdrawal of the Generation Licence and/or Supply Licence (as applicable) granted to any Subsidies the Service Provider or used for purposes not agreed upon by the Region; and/or (g) Demand the repayment of an amount equal to any replacement thereof by a Competent Authority; or 9.2.5 Subsidies the occurrence of any of the circumstances set out in Clause 4.1.5 (a) to (e) inclusive of this Agreement; or 9.2.6 the Service Provider failing to comply with or failing to operate in conformity with any provisions of this Agreement or the Grid Code where such failure is a material breach of this Agreement (being one which materially affects the Service Provider’s ability to perform its obligations under this Agreement) or the Grid Code, as the case may be, and, either: 9.2.7 any grounds for exclusion set out in Regulation 57 of the European Union (Award of Public Authority Contracts) Regulations 2016 applying Region provided to the Service Provider; or. (i) 3.5 If the breach is not capable of remedy; or (ii) if such failure is capable of remedy but remains unremedied for any period Region has provided for in this Agreement or, if none is provided for in this Agreement, then forty (40) Business Days following the date on which the Service Provider and, where applicable, its Funder is given written notice with an opportunity to remedy an Event of the breach by the Company; or 9.2.8 any grounds for exclusion set out Default as outlined in Regulation 57 of the European Union (Award of Public Authority Contractssubsection 3.4(a) Regulations 2016 applying to above and the Service Provider: (a) Cannot or does not remedy the Event of Default within the Remedy Notice Period; or, 9.2.9 at (b) Does not commence remedying the time Event of Default to the award of Region’s satisfaction, as determined in the Agreement, the Region’s sole discretion; The Region shall be entitled to terminate this Agreement immediately. 3.6 The Service Provider was in one of the situations referred to in Regulation 57(1) or (2) of European Union (Award of Public Authority Contracts) Regulations 2016 and should have been excluded from the procurement procedure leading to the award of this Agreement; or 9.2.10 the Agreement has been subject to a substantial modification which requires a new procurement procedure shall be paid Subsidies in accordance with Regulation 97 of the European Union (Award of Contracts by Utility Undertakings) Regulations 2016; or 9.2.11 the Agreement should not have been awarded to the Service Provider in view of a serious infringement of the obligations under the Treaties governing the European Union or the European Union (Award of Contracts by Utility Undertakings) Regulations 2016 that has been declared by the Court of Justice of the European Union in a procedure under Article 258 of the TFEU; or 9.2.12 in the event that a challenge to the award terms and conditions of this Agreement to the Service Provider or to any aspect of the competition leading to award of this Agreement is or has been made by any person on the grounds of non-compliance with European Union public procurement rules. 9.2.13 in relation to the Service Provider only: (a) an order of the High Court being made or an effective resolution passed for its insolvent winding up or dissolution; or (b) if, within twenty-eight (28) days of appointment of a receiver (which expression shall if applicable include an examiner within the meaning of Section 508 of the Companies Act, 2014) liquidator, administrative receiver, administrator nominee or other similar officer in respect of the whole or any material part of its assets or undertaking, such person has not provided to the Company a guarantee of future performance by the Service Provider of the Agreement in such form and amount as the Company may reasonably require; or (c) any scheme of arrangement being entered into (other than for the purpose of a solvent reconstruction or amalgamation upon terms and within such period as may previously have been approved in writing by the Company); or (d) inability to pay its debts within the meaning of the Relevant Legislation; or 9.2.14 the Service Provider failing to pay (other than by inadvertent error in transfer of funds which is discovered by the Company, notified to the Service Provider and corrected within two (2) Business Days thereafter) any amount properly due or owing from it pursuant to this Agreement and such failure to pay continues unremedied (and is not disputed in good faith and upon reasonable grounds) at the expiry of fifteen (15) Business Days following receipt of written notice from the Company to the Service Provider and the Funder (if applicable) of such failure; or 9.2.15 the Providing Unit failing to make available the Contracted Services, such that the Performance Assessment results in their Availability Performance Scalar value being 0 for three (3) consecutive months. 9.3 Once an Event of Default has occurred and remains extant, the Company may give notice of termination to the Service Provider whereupon the Agreement shall terminate with effect from the date specified in the notice. The Company shall have no liability to the Service Provider by reason of exercising such right of termination. 9.4 The 3.7 In the event that this Agreement is terminated, the Service Provider may by shall immediately notify staff, providers and Clients that its agreement with the Region has been terminated and shall provide the Region with written verification of such notice in writing within ten (10) days of providing it to the Company terminate this Agreement:staff, providers and Clients.

Events of Default and Termination. 9.1 The Company may terminate this Agreement if, by the Target Go-Live Date, the Service Provider’s Providing Unit has not completed its Performance Milestones, or commenced provision of Contracted Services. 9.2 The following events or circumstances shall be Events of Default: 9.2.1 the Service Provider ceasing to be a signatory to the Trading and Settlement Code to the extent that the Service Provider is a party to the Trading and Settlement Code, otherwise than due to the Trading and Settlement Code being terminated; or 9.2.2 the Connection Agreement or Interface Agreement (as applicable) being terminated in accordance with their respective terms provided always that, where this Agreement relates to the provision of the Contracted Services from more than one of the Service Provider’s Providing Units the Event of Default shall be limited to the Contracted Services to be provided from the Service Provider’s Providing Units for which the relevant Connection Agreement or Interface Agreement (as applicable) has terminated; oror 1 This is a reference to Irish legislation that needs to be changed. I couldn’t find identical provisions in the Order or the Energy (Northern Ireland) Order 2003. 9.2.3 the Use of System Agreement being terminated in accordance with its terms to the extent that the Providing Unit is connected to the Transmission System; or 9.2.4 revocation or withdrawal of the Generation Licence and/or Supply Licence (as applicable) granted to the Service Provider or any replacement thereof by a Competent Authority; or 9.2.5 the occurrence of any of the circumstances set out in Clause 4.1.5 (a) to (e) inclusive of this Agreement; or 9.2.6 the Service Provider failing to comply with or failing to operate in conformity with any provisions of this Agreement or the Grid Code where such failure is a material breach of this Agreement (being one which materially affects the Service Provider’s ability to perform its obligations under this Agreement) or the Grid Code, as the case may be, and, either: 9.2.7 any grounds for exclusion set out in Regulation 57 of the European Union (Award of Public Authority Contracts) Regulations 2016 applying to the Service Provider; or (i) the breach is not capable of remedy; or (ii) if such failure is capable of remedy but remains unremedied for any period provided for in this Agreement or, if none is provided for in this Agreement, then forty (40) Business Days following the date on which the Service Provider and, where applicable, its Funder is given written notice of the breach by the Company; or 9.2.8 9.2.7 any grounds for exclusion set out in Regulation 57 of the European Union (Award of Public Authority Contracts) Contracts Regulations 2016 2015 applying to the Service Provider; or 9.2.9 9.2.8 at the time of the award of the Agreement, the Service Provider was in one of the situations referred to in Regulation 57(1) or (2) of European Union (Award of the Public Authority Contracts) Contracts Regulations 2016 2015 and should have been excluded from the procurement procedure leading to the award of this Agreement; or 9.2.10 9.2.9 the Agreement has been subject to a substantial modification which requires a new procurement procedure in accordance with Regulation 97 88 of the European Union (Award of Utilities Contracts by Utility Undertakings) Regulations 2016; or 9.2.11 9.2.10 the Agreement should not have been awarded to the Service Provider in view of a serious infringement of the obligations under the Treaties governing the European Union or and the European Union (Award of Utilities Contracts by Utility Undertakings) Regulations 2016 Directive that has been declared by the Court of Justice of the European Union in a procedure under Article 258 of the TFEU; or 9.2.12 9.2.11 in the event that a challenge to the award of this Agreement to the Service Provider or to any aspect of the competition leading to award of this Agreement is or has been made by any person on the grounds of non-compliance with European Union public procurement rules.; or 9.2.13 9.2.12 in relation to the Service Provider only: (a) an order of the High Court being made or an effective resolution passed for its insolvent winding up or dissolution; or (b) if, within twenty-eight (28) days of appointment of a receiver (which expression shall if applicable include an examiner within the meaning of Section 508 1 of the Companies (Amendment) Act, 20141990) liquidator, administrative receiver, administrator nominee or other similar officer in respect of the whole or any material part of its assets or undertaking, such person has not provided to the Company a guarantee of future performance by the Service Provider of the Agreement in such form and amount as the Company may reasonably require; or (c) any scheme of arrangement being entered into (other than for the purpose of a solvent reconstruction or amalgamation upon terms and within such period as may previously have been approved in writing by the Company); or (d) inability to pay its debts within the meaning of the Relevant Legislation; or 9.2.14 9.2.13 the Service Provider failing to pay (other than by inadvertent error in transfer of funds which is discovered by the Company, notified to the Service Provider and corrected within two (2) Business Days thereafter) any amount properly due or owing from it pursuant to this Agreement and such failure to pay continues unremedied (and is not disputed in good faith and upon reasonable grounds) at the expiry of fifteen (15) Business Days following receipt of written notice from the Company to the Service Provider and the Funder (if applicable) of such failure; or 9.2.15 9.2.14 the Providing Unit failing to make available the Contracted Services, such that the Performance Assessment results in their Availability Performance Scalar value being 0 for three (3) consecutive months. 9.3 Once an Event of Default has occurred and remains extant, the Company may give notice of termination to the Service Provider whereupon the Agreement shall terminate with effect from the date specified in the notice. The Company shall have no liability to the Service Provider by reason of exercising such right of termination. 9.4 The Service Provider may by notice in writing to the Company terminate this Agreement:

Events of Default and Termination. 9.1 The Company may terminate this Agreement if, by the Target Go-Live LiveService Provision Longstop Date, the Service Provider’s Providing Unit has not completed its Performance Milestones, or commenced provision of Contracted ServicesService. 9.2 The following events or circumstances shall be Events of Default: 9.2.1 the Service Provider ceasing to be a signatory to the Trading and Settlement Code to the extent that the Service Provider is a party to the Trading and Settlement Code, otherwise than due to the Trading and Settlement Code being terminated; or 9.2.2 the Connection Agreement or Interface Agreement (as applicable) being terminated in accordance with their respective terms provided always that, where this Agreement relates to the provision of the Contracted Services Service from more than one of the Service Provider’s Providing Units the Event of Default shall be limited to the Contracted Services Service to be provided from the Service Provider’s Providing Units for which the relevant Connection Agreement or Interface Agreement (as applicable) has terminated; or 9.2.3 the Use of System Agreement being terminated in accordance with its terms to the extent that the Providing Unit is connected to the Transmission System; or 9.2.4 revocation or withdrawal of the Generation Licence and/or Supply Licence (as applicable) granted to the Service Provider or any replacement thereof by a Competent Authority; or 9.2.5 the occurrence of any of the circumstances set out in Clause 4.1.5 (a) to (edc) inclusive of this Agreement; or 9.2.6 the Service Provider failing to comply with or failing to operate in conformity with any provisions of this Agreement or the Grid Code where such failure is a material breach of this Agreement (being one which materially affects the Service Provider’s ability to perform its obligations under this Agreement) or the Grid Code, as the case may be, and, either: 9.2.7 any grounds for exclusion set out in Regulation 57 of the European Union (Award of Public Authority Contracts) Regulations 2016 applying to the Service Provider; or (i) the breach is not capable of remedy; or (ii) if such failure is capable of remedy but remains unremedied for any period provided for in this Agreement or, if none is provided for in this Agreement, then forty (40) Business Days following the date on which the Service Provider and, where applicable, its Funder is given written notice of the breach by the Company; or 9.2.8 9.2.7 any grounds for exclusion set out in Regulation 57 of the European Union (Award of Public Authority Contracts) Regulations 2016 applying to the Service Provider; or 9.2.9 9.2.8 at the time of the award of the Agreement, the Service Provider was in one of the situations referred to in Regulation 57(1) or (2) of European Union (Award of Public Authority Contracts) Regulations 2016 and should have been excluded from the procurement procedure leading to the award of this Agreement2016; or 9.2.10 9.2.9 the Agreement has been subject to a substantial modification which requires a new procurement procedure in accordance with Regulation 97 of the European Union (Award of Contracts by Utility Undertakings) Regulations 2016; or 9.2.11 9.2.10 the Agreement should not have been awarded to the Service Provider in view of a serious infringement of the obligations under the Treaties governing the European Union or the European Union (Award of Contracts by Utility Undertakings) Regulations 2016 that has been declared by the Court of Justice of the European Union in a procedure under Article 258 of the TFEU; or 9.2.12 9.2.11 in the event that a challenge to the award of this Agreement to the Service Provider or to any aspect of the competition leading to award of this Agreement is or has been made by any person on the grounds of non-compliance with European Union public procurement rules. 9.2.13 9.2.12 in relation to the Service Provider only: (a) an order of the High Court being made or an effective resolution passed for its insolvent winding up or dissolution; or (b) if, within twenty-eight (28) days of appointment of a receiver (which expression shall shall, if applicable applicable, include an examiner within the meaning of Section 508 of the Companies Act, 2014) liquidator, administrative receiver, administrator nominee or other similar officer in respect of the whole or any material part of its assets or undertaking, such person has not provided to the Company a guarantee of future performance by the Service Provider of the Agreement in such form and amount as the Company may reasonably require; or (c) any scheme of arrangement being entered into (other than for the purpose of a solvent reconstruction or amalgamation upon terms and within such period as may previously have been approved in writing by the Company); or (d) inability to pay its debts within the meaning of the Relevant Legislation; or 9.2.14 9.2.13 the Service Provider failing to pay (other than by inadvertent error in transfer of funds which is discovered by the Company, notified to the Service Provider and corrected within two (2) Business Days thereafter) any amount properly due or owing from it pursuant to this Agreement and such failure to pay continues unremedied (and is not disputed in good faith and upon reasonable grounds) at the expiry of fifteen (15) Business Days following receipt of written notice from the Company to the Service Provider and the Funder (if applicable) of such failure; or 9.2.15 9.2.14 the Providing Unit failing to make available the Contracted Services, Service in a satisfactory manner such that the Performance Assessment results in their Availability Performance Scalar value being is 0 for three (3) consecutive months. 9.3 Once an Event of Default has occurred and remains extant, the Company may give notice of termination to the Service Provider whereupon the Agreement shall terminate with effect from the date specified in the notice. The Company shall have no liability to the Service Provider by reason of exercising such right of termination. 9.4 The Service Provider may by notice in writing to the Company terminate this Agreement:

Events of Default and Termination. 9.1 The Company may terminate this Agreement if, by the Target Go-Live Date, the Service Provider’s Providing Unit has not completed its Performance Milestones, or commenced provision of Contracted ServicesService. 9.2 The following events or circumstances shall be Events of Default: 9.2.1 the Service Provider ceasing to be a signatory to the Trading and Settlement Code to the extent that the Service Provider is a party to the Trading and Settlement Code, otherwise than due to the Trading and Settlement Code being terminated; or 9.2.2 the Connection Agreement or Interface Agreement (as applicable) being terminated in accordance with their respective terms provided always that, where this Agreement relates to the provision of the Contracted Services Service from more than one of the Service Provider’s Providing Units the Event of Default shall be limited to the Contracted Services Service to be provided from the Service Provider’s Providing Units for which the relevant Connection Agreement or Interface Agreement (as applicable) has terminated; or 9.2.3 the Use of System Agreement being terminated in accordance with its terms to the extent that the Providing Unit is connected to the Transmission System; or 9.2.4 revocation or withdrawal of the Generation Licence and/or Supply Licence (as applicable) granted to the Service Provider or any replacement thereof by a Competent Authority; or 9.2.5 the occurrence of any of the circumstances set out in Clause 4.1.5 (a) to (ed) inclusive of this Agreement; or 9.2.6 the Service Provider failing to comply with or failing to operate in conformity with any provisions of this Agreement or the Grid Code where such failure is a material breach of this Agreement (being one which materially affects the Service Provider’s ability to perform its obligations under this Agreement) or the Grid Code, as the case may be, and, either: 9.2.7 any grounds for exclusion set out in Regulation 57 of the European Union (Award of Public Authority Contracts) Regulations 2016 applying to the Service Provider; or (i) the breach is not capable of remedy; or (ii) if such failure is capable of remedy but remains unremedied for any period provided for in this Agreement or, if none is provided for in this Agreement, then forty (40) Business Days following the date on which the Service Provider and, where applicable, its Funder is given written notice of the breach by the Company; or 9.2.8 9.2.7 any grounds for exclusion set out in Regulation 57 of the European Union (Award of Public Authority Contracts) Regulations 2016 applying to the Service Provider; or 9.2.9 9.2.8 at the time of the award of the Agreement, the Service Provider was in one of the situations referred to in Regulation 57(1) or (2) of European Union (Award of Public Authority Contracts) Regulations 2016 and should have been excluded from the procurement procedure leading to the award of this Agreement2016; or 9.2.10 9.2.9 the Agreement has been subject to a substantial modification which requires a new procurement procedure in accordance with Regulation 97 of the European Union (Award of Contracts by Utility Undertakings) Regulations 2016; or 9.2.11 9.2.10 the Agreement should not have been awarded to the Service Provider in view of a serious infringement of the obligations under the Treaties governing the European Union or the European Union (Award of Contracts by Utility Undertakings) Regulations 2016 that has been declared by the Court of Justice of the European Union in a procedure under Article 258 of the TFEU; or 9.2.12 9.2.11 in the event that a challenge to the award of this Agreement to the Service Provider or to any aspect of the competition leading to award of this Agreement is or has been made by any person on the grounds of non-compliance with European Union public procurement rules. 9.2.13 9.2.12 in relation to the Service Provider only: (a) an order of the High Court being made or an effective resolution passed for its insolvent winding up or dissolution; or (b) if, within twenty-eight (28) days of appointment of a receiver (which expression shall shall, if applicable applicable, include an examiner within the meaning of Section 508 of the Companies Act, 2014) liquidator, administrative receiver, administrator nominee or other similar officer in respect of the whole or any material part of its assets or undertaking, such person has not provided to the Company a guarantee of future performance by the Service Provider of the Agreement in such form and amount as the Company may reasonably require; or (c) any scheme of arrangement being entered into (other than for the purpose of a solvent reconstruction or amalgamation upon terms and within such period as may previously have been approved in writing by the Company); or (d) inability to pay its debts within the meaning of the Relevant Legislation; or 9.2.14 9.2.13 the Service Provider failing to pay (other than by inadvertent error in transfer of funds which is discovered by the Company, notified to the Service Provider and corrected within two (2) Business Days thereafter) any amount properly due or owing from it pursuant to this Agreement and such failure to pay continues unremedied (and is not disputed in good faith and upon reasonable grounds) at the expiry of fifteen (15) Business Days following receipt of written notice from the Company to the Service Provider and the Funder (if applicable) of such failure; or 9.2.15 9.2.14 the Providing Unit failing to make available the Contracted Services, Service in a satisfactory manner such that the Performance Assessment results in their Availability Performance Scalar value being is 0 for three (3) consecutive months. 9.3 Once an Event of Default has occurred and remains extant, the Company may give notice of termination to the Service Provider whereupon the Agreement shall terminate with effect from the date specified in the notice. The Company shall have no liability to the Service Provider by reason of exercising such right of termination. 9.4 The Service Provider may by notice in writing to the Company terminate this Agreement: