Common use of Events of Default by Seller Clause in Contracts

Events of Default by Seller. The occurrence of any of the following shall constitute an Event of Default by Seller: if at any time during the Term, Seller delivers or attempts to deliver to the Point of Interconnection for sale under this Agreement electric energy that was not generated by the Facility; if at any time subsequent to the Commercial Operations Date, the Modified Pooled OMC Equipment Availability Factor is less than 84% for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Measured Performance Ratio for each of three consecutive Contract Years falls below the Tier 2 Bandwidth for such Contract Year; if at any time subsequent to the Commercial Operations Date, the BOP Efficiency Ratio is less than BOP Benchmark Minus 6 for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the XXXX Capacity Performance Metric prior to the expiration of the XXXX Capacity Cure Period; if at any time subsequent to the Commercial Operations Date, the Seller fails to achieve a XXXX Annual Equivalent Availability Factor of not less than 75% for each of six (6) consecutive XXXX Measurement Periods as provided in Section 2.9(b) (XXXX Guaranteed Availability Termination Date); if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period; if at any time subsequent to the Commercial Operations Date, the Facility is unavailable to provide electric energy in response to Company Dispatch for a period of three hundred sixty-five (365) or more consecutive Days; if at any time during the Term, Seller fails to satisfy the requirements of Article 14 (Credit Assurance and Security) of this Agreement; if at any time during the Term, Seller fails to comply with the requirements of Section 19.1 (Sale of Facility) and Attachment P (Sale of Facility by Seller); or if at any time subsequent to the Commercial Operations Date, Seller fails to install, operate, maintain, or repair the Facility in accordance with Good Engineering and Operating Practices if such failure is not cured within thirty (30) Days after written notice of such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of three hundred sixty-five (365) Days after Company's written notice of such failure.

Events of Default by Seller. The occurrence of any of the following shall constitute an Event of Default by Seller: if at any time during the Term, Seller delivers or attempts to deliver to the Point of Interconnection for sale under this Agreement electric energy that was not generated by the Facility; if at any time subsequent to the Commercial Operations Date, the Modified Pooled OMC Equipment PV System Equivalent Availability Factor is less than 84% for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Measured Performance Ratio for each of three consecutive Contract Years falls below the Tier 2 Bandwidth for such Contract Year; if at any time subsequent to the Commercial Operations Date, the BOP Efficiency Ratio is less than BOP Benchmark Minus 6 for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the XXXX Capacity Performance Metric prior to the expiration of the XXXX Capacity Cure Period; if at any time subsequent to the Commercial Operations Date, the Seller fails to achieve a XXXX Annual Equivalent Availability Factor of not less than 75% for each of six (6) consecutive XXXX Measurement Periods as provided in Section 2.9(b2.8(b) (XXXX Guaranteed Availability Termination Date); if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period; if at any time subsequent to the Commercial Operations Date, the Facility is unavailable to provide electric energy in response to Company Dispatch for a period of three hundred sixty-five (365) or more consecutive Days; if at any time during the Term, Seller fails to satisfy the requirements of Article 14 (Credit Assurance and Security) of this Agreement; if at any time during the Term, Seller fails to comply with the requirements of Section 19.1 (Sale of Facility) and Attachment P (Sale of Facility by Seller); or if at any time subsequent to the Commercial Operations Date, Seller fails to install, operate, maintain, or repair the Facility in accordance with Good Engineering and Operating Practices if such failure is not cured within thirty (30) Days after written notice of such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of three hundred sixty-five (365) Days after Company's written notice of such failure.

Events of Default by Seller. The occurrence of any of the following shall constitute an Event of Default by Seller: if at any time during the Term, Seller delivers or attempts to deliver to the Point of Interconnection for sale under this Agreement electric energy that was not generated by the Facility; if at any time subsequent to the Commercial Operations Date, the Modified Pooled OMC Equipment Availability Factor is less than 84% for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Measured Performance Ratio for each of three consecutive Contract Years falls below the Tier 2 Bandwidth for such Contract Year; if at any time subsequent to the Commercial Operations Date, the BOP Efficiency Ratio is less than BOP Benchmark Minus 6 for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the XXXX Capacity Performance Metric prior to the expiration of the XXXX Capacity Cure Period; if at any time subsequent to the Commercial Operations Date, the Seller fails to achieve a XXXX Annual Equivalent Availability Factor of not less than 75% for each of six (6) consecutive XXXX Measurement Periods as provided in Section 2.9(b) (XXXX Guaranteed Availability Termination Date); if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period; if at any time subsequent to the Commercial Operations Date, the Facility is unavailable to provide electric energy in response to Company Dispatch for a period of three hundred sixty-five (365) or more consecutive Days; if at any time during the Term, Seller fails to satisfy the Credit Assurance and Security requirements of agreed to pursuant to Article 14 (Credit Assurance and Security) of this Agreement; if at any time during the Term, Seller fails to comply with the requirements of Section 19.1 (Sale of Facility) and Attachment P (Sale of Facility by Seller); if at any time during the Term, the Facility Lender declares a default under the Financing Documents and then fails to initiate, within sixty (60) Days thereafter, such actions as may be legally necessary (such as foreclosure) to take possession of the Facility and to thereafter diligently prosecute such actions to conclusion; or if at any time subsequent to the Commercial Operations Date, Seller fails to install, operate, maintain, or repair the Facility in accordance with Good Engineering and Operating Practices if such failure is not cured within thirty (30) Days after written notice of of` such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of three one hundred sixty-five eighty (365180) Days after Company's written notice of such failure.

Events of Default by Seller. The occurrence of any of the following shall constitute an Event of Default by Seller: if at any time during the Term, Seller delivers or attempts to deliver to the Point of Interconnection for sale under this Agreement electric energy that was not generated by the Facility; if at any time subsequent Subsequent to the Commercial Operations Date, Seller procures, provides or substitutes Energy Storage Services from any source other than the Modified Pooled OMC Equipment Availability Factor is less Facility; Seller sells, assigns, or otherwise transfers, or commits to sell, assign, or otherwise transfer, any portion or component of the Energy Storage Services (e.g., Discharge Energy), or the availability thereof, to any party other than 84% for each of three consecutive Contract YearsCompany; if at any time subsequent Subsequent to the Commercial Operations Date, the Measured Performance Ratio for each of three consecutive Contract Years falls below the Tier 2 Bandwidth for such Contract Year; if at any time subsequent to the Commercial Operations Date, the BOP Efficiency Ratio is less than BOP Benchmark Minus 6 for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the XXXX Capacity Performance Metric prior to the expiration of the XXXX Capacity Cure Period; if at any time subsequent Subsequent to the Commercial Operations Date, the Seller fails to achieve a XXXX an Annual Equivalent Availability Factor EAF of not less than 75% for each of six four (64) consecutive XXXX Measurement Periods as provided in Section 2.9(b4.4(b) (XXXX Guaranteed Annual Equivalent Availability Factor Termination DateRights); if at any time subsequent Subsequent to the Commercial Operations Date, Seller fails to maintain an Annual EFOF of less than 7.0% for each of four (4) consecutive Measurement Periods as provided in Section 4.5(b) (Annual Equivalent Forced Outage Factor Termination Rights); Subsequent to the Commercial Operations Date, Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period; if at any time subsequent Seller fails to satisfy the requirements specified in Article 14 (Credit Assurance and Security) of this Agreement; Seller fails to comply with the requirements of Section 15.1 (Sale of the Facility) and Attachment P (Sale of Facility by Seller); During the Term, the Facility Lender declares a default under the Financing Documents and then fails to initiate, within sixty (60) Days thereafter, such actions as may be legally necessary (such as foreclosure) to take possession of the Facility and to thereafter diligently prosecute such actions to conclusion; Seller fails to comply with the Charging Energy obligations under Article 8 (Charging Energy Obligations); Subsequent to the Commercial Operations Date, the Facility is unavailable to provide electric energy the Energy Storage Services to Company in response to Company Dispatch Dispatch/Charge pursuant to the terms and conditions of this Agreement for a period of three hundred sixty-five (365) or more consecutive Days; if at any time during the Term, Seller fails to satisfy the requirements of Article 14 (Credit Assurance and Security) of this Agreement; if at any time during the Term, Seller fails to comply with the requirements of Section 19.1 (Sale of Facility) and Attachment P (Sale of Facility by Seller); or if at any time subsequent Subsequent to the Commercial Operations Date, Seller fails to install, operate, maintain, or repair the Facility in accordance with Good Engineering and Operating Practices if such failure is not cured within thirty (30) Days after written notice of such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of three one hundred sixty-five eighty (365180) Days after Company's ’s written notice of such failure.

Events of Default by Seller. The occurrence of any of the following shall constitute an Event of Default by Seller: : (a) if at any time during the Term, Seller delivers or attempts to deliver to the Point of Interconnection for sale under this Agreement electric energy that was not generated by the Facility; ; (b) if at any time subsequent to the Commercial Operations Date, the Modified Pooled OMC Equipment PV System Equivalent Availability Factor is less than 84% for each of three consecutive Contract Years; ; (c) if at any time subsequent to the Commercial Operations Date, the Measured Performance Ratio for each of three consecutive Contract Years falls below the Tier 2 Bandwidth for such Contract Year; if at any time subsequent to the Commercial Operations Date, the BOP Efficiency Ratio is less than BOP Benchmark Minus 6 for each of three consecutive Contract Years; ; (d) if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the XXXX Capacity Performance Metric prior to the expiration of the XXXX Capacity Cure Period; ; (e) if at any time subsequent to the Commercial Operations Date, the Seller fails to achieve a XXXX Annual Equivalent Availability Factor of not less than 75% for each of six (6) consecutive XXXX Measurement Periods as provided in Section 2.9(b2.8(b) (XXXX Guaranteed Availability Termination Date); ; (f) if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period; ; (g) if at any time subsequent to the Commercial Operations Date, the Facility is unavailable to provide electric energy in response to Company Dispatch for a period of three hundred sixty-five (365) or more consecutive Days; ; (h) if at any time during the Term, Seller fails to satisfy the requirements of Article 14 (Credit Assurance and Security) of this Agreement; ; (i) if at any time during the Term, Seller fails to comply with the requirements of Section 19.1 (Sale of Facility) and Attachment P (Sale of Facility by Seller); or if at any time subsequent to during the Commercial Operations DateTerm, Seller fails to install, operate, maintain, or repair comply with the Facility in accordance with Good Engineering and Operating Practices requirements of Attachment Q (Facility's CBRE Program) if such failure is not cured within thirty (30) Days after written notice of such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of three hundred sixty-five (365) Days after Company's written notice of such failure.thirty

Events of Default by Seller. The occurrence of any of the following shall constitute an Event of Default by Seller: if at any time during the Term, Seller delivers or attempts to deliver to the Point of Interconnection for sale under this Agreement electric energy that was not generated by the Facility; if at any time subsequent to the Commercial Operations Date, the Modified Pooled OMC Equipment Availability Factor is less than 84% for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Measured Performance Ratio for each of three consecutive Contract Years falls below the Tier 2 Bandwidth for such Contract Year; if at any time subsequent to the Commercial Operations Date, the BOP Efficiency Ratio is less than BOP Benchmark Minus 6 for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the XXXX Capacity Performance Metric prior to the expiration of the XXXX Capacity Cure Period; if at any time subsequent to the Commercial Operations Date, the Seller fails to achieve a XXXX Annual Equivalent Availability Factor of not less than 75% for each of six (6) consecutive XXXX Measurement Periods as provided in Section 2.9(b) (XXXX Guaranteed Availability Termination Date); if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period; if at any time subsequent to the Commercial Operations Date, the Facility is unavailable to provide electric energy in response to Company Dispatch for a period of three hundred sixty-five (365) or more consecutive Days; if at any time during the Term, Seller fails to satisfy the requirements of Article 14 (Credit Assurance and Security) of this Agreement; if at any time during the Term, Seller fails to comply with the requirements of Section 19.1 (Sale of Facility) and Attachment P (Sale of Facility by Seller); or if at any time subsequent to the Commercial Operations Date, Seller fails to install, operate, maintain, or repair the Facility in accordance with Good Engineering and Operating Practices if such failure is not cured within thirty (30) Days after written notice of such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of three hundred sixty-five (365) Days after Company's written notice of such failure.

Events of Default by Seller. The occurrence of any of the following shall constitute an Event of Default by Seller: Seller:‌ (a) if at any time during the Term, Seller delivers or attempts to deliver to the Point of Interconnection for sale under this Agreement electric energy that was not generated by the Facility; Facility;‌ (b) if at any time subsequent to the Commercial Operations Date, the Modified Pooled OMC Equipment Facility Availability Factor is less than 84% for each of three consecutive Contract Years; Years;‌ (c) if at any time subsequent to the Commercial Operations Date, the Measured Performance Ratio for each of three consecutive Contract Years falls below the Tier 2 Bandwidth for such Contract Year; if at any time subsequent to the Commercial Operations Date, the BOP Efficiency Ratio is less than BOP Benchmark Minus 6 for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the XXXX Capacity Performance Metric prior to the expiration of the XXXX Capacity Cure Period; if at any time subsequent to the Commercial Operations Date, the Seller fails to achieve a XXXX Annual Equivalent Availability Factor of not less than 75% for each of six Year45;‌ (6d) consecutive XXXX Measurement Periods as provided in Section 2.9(b) (XXXX Guaranteed Availability Termination Date); if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period; if at any time subsequent to the Commercial Operations Date, the Facility is unavailable to provide electric energy in response to Company Dispatch Company's dispatch for a period of three hundred sixty-five (365) or more consecutive Days; Days;‌ (e) if at any time during the Term, Seller fails to satisfy the Credit Assurance and Security requirements of agreed to pursuant to Article 14 (Credit Assurance and Security) of this Agreement; Agreement;‌‌ (f) if at any time during the Term, Seller fails to comply with the requirements of Section 19.1 (Sale of Facility) and Attachment P (Sale of Facility by Seller)Seller);‌‌‌ (g) if at any time during the Term, the Facility Lender declares a default under the Financing Documents; or or‌‌‌‌ (h) if at any time subsequent to the Commercial Operations Date, Seller fails to install, operate, maintain, or repair the Facility in accordance with Good Engineering and Operating Practices if such failure is not cured within thirty (30) Days after written notice of of` such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of three one hundred sixty-five eighty (365180) Days after Company's written notice of such failure.failure.‌

Events of Default by Seller. The occurrence of any of the following shall constitute an Event of Default by Seller: if at any time during the Term, Seller delivers or attempts to deliver to the Point of Interconnection for sale under this Agreement electric energy that was not generated by the Facility; if at any time subsequent to the Commercial Operations Date, the Modified Pooled OMC Equipment Facility Availability Factor is less than 84% for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Measured Performance Ratio for each of three consecutive Contract Years falls below the Tier 2 Bandwidth for such Contract Year; if at any time subsequent to the Commercial Operations Date, the BOP Efficiency Ratio is less than BOP Benchmark Minus 6 for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the XXXX Capacity Performance Metric prior to the expiration of the XXXX Capacity Cure Period; if at any time subsequent to the Commercial Operations Date, the Seller fails to achieve a XXXX Annual Equivalent Availability Factor of not less than 75% for each of six (6) consecutive XXXX Measurement Periods as provided in Section 2.9(b) (XXXX Guaranteed Availability Termination Date); if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure PeriodYear45; if at any time subsequent to the Commercial Operations Date, the Facility is unavailable to provide electric energy in response to Company Dispatch Company's dispatch for a period of three hundred sixty-five (365) or more consecutive Days; if at any time during the Term, Seller fails to satisfy the Credit Assurance and Security requirements of agreed to pursuant to Article 14 (Credit Assurance and Security) of this Agreement; if at any time during the Term, Seller fails to comply with the requirements of Section 19.1 (Sale of Facility) and Attachment P (Sale of Facility by Seller); if at any time during the Term, the Facility Lender declares a default under the Financing Documents; or if at any time subsequent to the Commercial Operations Date, Seller fails to install, operate, maintain, or repair the Facility in accordance with Good Engineering and Operating Practices if such failure is not cured within thirty (30) Days after written notice of of` such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of three one hundred sixty-five eighty (365180) Days after Company's written notice of such failure.

Events of Default by Seller. The occurrence of any of the following shall constitute an Event of Default by Seller: : (a) if at any time during the Term, Seller delivers or attempts to deliver to the Point of Interconnection for sale under this Agreement electric energy that was not generated by the Facility; ; (b) if at any time subsequent to the Commercial Operations Date, the Modified Pooled OMC Equipment PV System Equivalent Availability Factor is less than 84% for each of three consecutive Contract Years; ; (c) if at any time subsequent to the Commercial Operations Date, the Measured Performance Ratio for each of three consecutive Contract Years falls below the Tier 2 Bandwidth for such Contract Year; if at any time subsequent to the Commercial Operations Date, the BOP Efficiency Ratio is less than BOP Benchmark Minus 6 for each of three consecutive Contract Years; ; (d) if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the XXXX Capacity Performance Metric prior to the expiration of the XXXX Capacity Cure Period; ; (e) if at any time subsequent to the Commercial Operations Date, the Seller fails to achieve a XXXX Annual Equivalent Availability Factor of not less than 75% for each of six (6) consecutive XXXX Measurement Periods as provided in Section 2.9(b2.8(b) (XXXX Guaranteed Availability Termination Date); ; (f) if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period; ; (g) if at any time subsequent to the Commercial Operations Date, the Facility is unavailable to provide electric energy in response to Company Dispatch for a period of three hundred sixty-five (365) or more consecutive Days; ; (h) if at any time during the Term, Seller fails to satisfy the requirements of Article 14 (Credit Assurance and Security) of this Agreement; ; (i) if at any time during the Term, Seller fails to comply with the requirements of Section 19.1 (Sale of Facility) and Attachment P (Sale of Facility by Seller); or if at any time during the Term, Xxxxxx fails to comply with the requirements of Attachment Q (Facility's CBRE Program) if such failure is not cured within thirty (30) Days after written notice of such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of ninety (90) Days after Company's written notice of such failure; or if at any time subsequent to the Commercial Operations Date, Seller fails to install, operate, maintain, or repair the Facility in accordance with Good Engineering and Operating Practices if such failure is not cured within thirty (30) Days after written notice of such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of three hundred sixty-five (365) Days after Company's written notice of such failure.

Events of Default by Seller. The occurrence of any of the following shall constitute an Event of Default by Seller: if at any time during the Term, Seller delivers or attempts to deliver to the Point of Interconnection for sale under this Agreement electric energy that was not generated by the Facility; if at any time subsequent to the Commercial Operations Date, the Modified Pooled OMC Equipment PV System Equivalent Availability Factor is less than 84% for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Measured Performance Ratio for each of three consecutive Contract Years falls below the Tier 2 Bandwidth for such Contract Year; if at any time subsequent to the Commercial Operations Date, the BOP Efficiency Ratio is less than BOP Benchmark Minus 6 for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the XXXX Capacity Performance Metric prior to the expiration of the XXXX Capacity Cure Period; if at any time subsequent to the Commercial Operations Date, the Seller fails to achieve a XXXX Annual Equivalent Availability Factor of not less than 75% for each of six (6) consecutive XXXX Measurement Periods as provided in Section 2.9(b2.8(b) (XXXX Guaranteed Availability Termination Date); if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period; if at any time subsequent to the Commercial Operations Date, the Facility is unavailable to provide electric energy in response to Company Dispatch for a period of three hundred sixty-five (365) or more consecutive Days; if at any time during the Term, Seller fails to satisfy the requirements of Article 14 (Credit Assurance and Security) of this Agreement; if at any time during the Term, Seller fails to comply with the requirements of Section 19.1 (Sale of Facility) and Attachment P (Sale of Facility by Seller); or if at any time subsequent to the Commercial Operations Date, Seller fails to install, operate, maintain, or repair the Facility in accordance with Good Engineering and Operating Practices if such failure is not cured within thirty (30) Days after written notice of such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of three hundred sixty-five (365) Days after Company's written notice of such failure.

Events of Default by Seller. The occurrence of any of the following shall constitute an Event of Default by Seller: if at any time during the Term, Seller delivers or attempts to deliver to the Point of Interconnection for sale under this Agreement electric energy that was not generated by the Facility; if at any time subsequent : (a) Subsequent to the Commercial Operations Date, Seller procures, provides or substitutes Energy Storage Services from any source other than the Modified Pooled OMC Equipment Availability Factor is less Facility; (b) Seller sells, assigns, or otherwise transfers, or commits to sell, assign, or otherwise transfer, any portion or component of the Energy Storage Services (e.g., Discharge Energy), or the availability thereof, to any party other than 84% for each of three consecutive Contract Years; if at any time subsequent Company; (c) Subsequent to the Commercial Operations Date, the Measured Performance Ratio for each of three consecutive Contract Years falls below the Tier 2 Bandwidth for such Contract Year; if at any time subsequent to the Commercial Operations Date, the BOP Efficiency Ratio is less than BOP Benchmark Minus 6 for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the XXXX Capacity Performance Metric prior to the expiration of the XXXX Capacity Cure Period; if at any time subsequent ; (d) Subsequent to the Commercial Operations Date, the Seller fails to achieve a XXXX an Annual Equivalent Availability Factor EAF of not less than 75% for each of six four (64) consecutive XXXX Measurement Periods as provided in Section 2.9(b4.4(b) (XXXX Guaranteed Annual Equivalent Availability Factor Termination DateRights); if at any time subsequent ; (e) Subsequent to the Commercial Operations Date, Seller fails to maintain an Annual EFOF of less than 7.0% for each of four (4) consecutive Measurement Periods as provided in Section 4.5(b) (Annual Equivalent Forced Outage Factor Termination Rights); (f) Subsequent to the Commercial Operations Date, Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period; if at any time subsequent ; (g) Seller fails to satisfy the requirements specified in Article 14 (Credit Assurance and Security) of this Agreement; (h) Seller fails to comply with the requirements of Section 15.1 (Sale of the Facility) and Attachment P (Sale of Facility by Seller); (i) During the Term, the Facility Lender declares a default under the Financing Documents and then fails to initiate, within sixty (60) Days thereafter, such actions as may be legally necessary (such as foreclosure) to take possession of the Facility and to thereafter diligently prosecute such actions to conclusion; (j) Seller fails to comply with the Charging Energy obligations under Article 8 (Charging Energy Obligations); (k) Subsequent to the Commercial Operations Date, the Facility is unavailable to provide electric energy the Energy Storage Services to Company in response to Company Dispatch for a period of three hundred sixty-five to (365l) or more consecutive Days; if at any time during the Term, Seller fails to satisfy the requirements of Article 14 (Credit Assurance and Security) of this Agreement; if at any time during the Term, Seller fails to comply with the requirements of Section 19.1 (Sale of Facility) and Attachment P (Sale of Facility by Seller); or if at any time subsequent Subsequent to the Commercial Operations Date, Seller fails to install, operate, maintain, or repair the Facility in accordance with Good Engineering and Operating Practices if such failure is not cured within thirty (30) Days after written notice of such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of three one hundred sixty-five eighty (365180) Days after Company's ’s written notice of such failure.

Events of Default by Seller. The occurrence of any of the following shall constitute an Event of Default by Seller: if at any time during the Term, Seller delivers or attempts to deliver to the Point of Interconnection for sale under this Agreement electric energy that was not generated by the Facility; if at any time subsequent to the Commercial Operations Date, the Modified Pooled OMC Equipment PV System Equivalent Availability Factor is less than 84% for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Measured Performance Ratio for each of three consecutive Contract Years falls below the Tier 2 Bandwidth for such Contract Year; if at any time subsequent to the Commercial Operations Date, the BOP Efficiency Ratio is less than BOP Benchmark Minus 6 for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the XXXX Capacity Performance Metric prior to the expiration of the XXXX Capacity Cure Period; if at any time subsequent to the Commercial Operations Date, the Seller fails to achieve a XXXX Annual Equivalent Availability Factor of not less than 75% for each of six (6) consecutive XXXX Measurement Periods as provided in Section 2.9(b2.8(b) (XXXX Guaranteed Availability Termination Date); if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period; if at any time subsequent to the Commercial Operations Date, the Facility is unavailable to provide electric energy in response to Company Dispatch for a period of three hundred sixty-five (365) or more consecutive Days; if at any time during the Term, Seller fails to satisfy the requirements of Article 14 (Credit Assurance and Security) of this Agreement; if at any time during the Term, Seller fails to comply with the requirements of Section 19.1 (Sale of Facility) and Attachment P (Sale of Facility by Seller); or if at any time during the Term, Seller fails to comply with the requirements of Attachment Q (Facility's CBRE Program) if such failure is not cured within thirty (30) Days after written notice of such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of ninety (90) Days after Company's written notice of such failure; or if at any time subsequent to the Commercial Operations Date, Seller fails to install, operate, maintain, or repair the Facility in accordance with Good Engineering and Operating Practices if such failure is not cured within thirty (30) Days after written notice of such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of three hundred sixty-five (365) Days after Company's written notice of such failure.

Events of Default by Seller. The occurrence of any of the following shall constitute an Event of Default by Seller: : (a) if at any time during the Term, Seller delivers or attempts to deliver to the Point of Interconnection for sale under this Agreement electric energy that was not generated by the Facility; ; (b) if at any time subsequent to the Commercial Operations Date, the Modified Pooled OMC Equipment Availability Factor Facility PBAF is less than 8480% for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Measured Performance Ratio for each of three consecutive Contract Years falls below the Tier 2 Bandwidth for such Contract Year; ; (c) if at any time subsequent to the Commercial Operations Date, the BOP Efficiency Ratio is less than BOP Benchmark Minus 6 for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the XXXX Capacity Performance Metric prior to the expiration of the XXXX Capacity Cure Period; if at any time subsequent to the Commercial Operations Date, the Seller fails to achieve a XXXX Annual Equivalent Availability Factor of not less than 75% for each of six ; (6d) consecutive XXXX Measurement Periods as provided in Section 2.9(b) (XXXX Guaranteed Availability Termination Date); if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period; if at any time subsequent to the Commercial Operations Date, the Facility is unavailable to provide electric energy in response to Company Company’s dispatchCompany Dispatch for a period of three hundred sixty-five (365) or more consecutive Days; ; (e) if at any time during the Term, Seller fails to satisfy the Credit Assurance and Security requirements of agreed to pursuant to Article 14 (Credit Assurance and Security) of this Agreement; ; (f) if at any time during the Term, Seller fails to comply with the requirements of Section 19.1 (Sale of Facility) and Attachment P (Sale of Facility by Seller); (g) if at any time during the Term, the Facility Lender declares a default under the Financing Documents; or and then fails to initiate, within sixty (60) Days thereafter, such actions as may be legally necessary (such as foreclosure) to take possession of the Facility and to thereafter diligently prosecute such actions to conclusion; or (h) if at any time subsequent to the Commercial Operations Date, Seller fails to install, operate, maintain, or repair the Facility in accordance with Good Engineering and Operating Practices if such failure is not cured within thirty (30) Days after written notice of of` such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of three one hundred sixty-five eighty (365180) Days after Company's written notice of such failure.

Events of Default by Seller. The occurrence of any of the following shall constitute an Event of Default by Seller: if at any time during the Term, Seller delivers or attempts to deliver to the Point of Interconnection for sale under this Agreement electric energy that was not generated by the Facility; if at any time subsequent Subsequent to the Commercial Operations Date, Seller procures, provides or substitutes Energy Storage Services from any source other than the Modified Pooled OMC Equipment Availability Factor is less Facility; Seller sells, assigns, or otherwise transfers, or commits to sell, assign, or otherwise transfer, any portion or component of the Energy Storage Services (e.g., Discharge Energy), or the availability thereof, to any party other than 84% for each of three consecutive Contract YearsCompany; if at any time subsequent Subsequent to the Commercial Operations Date, the Measured Performance Ratio for each of three consecutive Contract Years falls below the Tier 2 Bandwidth for such Contract Year; if at any time subsequent to the Commercial Operations Date, the BOP Efficiency Ratio is less than BOP Benchmark Minus 6 for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction of the XXXX Capacity Performance Metric prior to the expiration of the XXXX Capacity Cure Period; if at any time subsequent Subsequent to the Commercial Operations Date, the Seller fails to achieve a XXXX an Annual Equivalent Availability Factor EAF of not less than 75% for each of six four (64) consecutive XXXX Measurement Periods as provided in Section 2.9(b4.4(b) (XXXX Guaranteed Annual Equivalent Availability Factor Termination DateRights); if at any time subsequent Subsequent to the Commercial Operations Date, the Seller fails to demonstrate satisfaction maintain an Annual EFOF of less than 7.0% for each of four (4) consecutive Measurement Periods as provided in Section 4.5(b) (Annual Equivalent Forced Outage Factor Termination Rights); Seller fails to satisfy the requirements specified in Article 14 (Credit Assurance and Security) of this Agreement; Seller fails to comply with the requirements of Section 15.1 (Sale of the RTE Performance Metric prior Facility) and Attachment P (Sale of Facility by Seller); During the Term, the Facility Lender declares a default under the Financing Documents and then fails to the expiration initiate, within sixty (60) Days thereafter, such actions as may be legally necessary (such as foreclosure) to take possession of the RTE Cure PeriodFacility and to thereafter diligently prosecute such actions to conclusion; if at any time subsequent Seller fails to comply with the Charging Energy obligations under Article 8 (Charging Energy Obligations); Subsequent to the Commercial Operations Date, the Facility is unavailable to provide electric energy the Energy Storage Services to Company in response to Company Dispatch Dispatch/Charge pursuant to the terms and conditions of this Agreement for a period of three hundred sixty-five (365) or more consecutive Days; if at any time during the Term, Seller fails to satisfy the requirements of Article 14 (Credit Assurance and Security) of this Agreement; if at any time during the Term, Seller fails to comply with the requirements of Section 19.1 (Sale of Facility) and Attachment P (Sale of Facility by Seller); or if at any time subsequent Subsequent to the Commercial Operations Date, Seller fails to install, operate, maintain, or repair the Facility in accordance with Good Engineering and Operating Practices if such failure is not cured within thirty (30) Days after written notice of such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of three one hundred sixty-five eighty (365180) Days after Company's ’s written notice of such failure.