Common use of Events of Default; Default Clause in Contracts

Events of Default; Default. If a Party shall fail to perform its obligations hereunder in any material respect, then such failure shall not constitute a default hereunder unless such Party shall have failed to cure such default within five (5) days after receipt of written notice of a payment default, or thirty (30) days after such Party has obtained knowledge or received written notice of any other default, from the non-defaulting Party; provided, however, that if (i) the nature of the defaulted obligation or obligations other than a payment default (for which no additional cure is permitted) is such that more than thirty (30) days are required, in the exercise of commercially reasonable diligence, for performance of such obligation(s) and (ii) the existence of such breach has not resulted in and would not, after considering the nature of the cure, be reasonably expected to give rise to a circumstance requiring more timely action to prevent any loss of rights or damage or injury to persons or property, or otherwise have a material adverse effect on the Common Facilities, then such non-performing Party shall not be in default if it commences such performance within such thirty (30)-day period and thereafter continuously pursues the same to completion with commercially reasonable diligence, such extended period not to exceed ninety (90) days, including the initial cure period. (A) A Party’s failure to comply with the cure periods set forth above, or (B) the occurrence of the following events with respect to a Party, including (1) any filing of a petition or action under any bankruptcy law, (2) any affirmative act of insolvency (including the consent to the entry of an order for relief in an involuntary case, consent to the appointment of a receiver, any assignment for the benefit of creditors, or the admission of its inability to pay its debt as they become due), (3) the filing of an involuntary petition under any bankruptcy law that is not dismissed or stayed within sixty (60) days thereafter, or (4) the appointment of a receiver or trustee, which appointment is not dismissed or stayed within sixty (60) days thereafter shall constitute an “Event of Default”. Notwithstanding any other provision to the contrary in this Agreement, Developer’s obligations under this Section 8.1 shall commence as of the Effective Date. (Xxxxx Wind Energy Center, LLC) 1557237.09-WASSR01A - MSW

Events of Default; Default. If a Party shall fail to perform its obligations hereunder in any material respect, then such failure shall not constitute a default hereunder unless such Party shall have failed to cure such default within five (5) days after receipt of written notice of a payment default, or thirty (30) days after such Party has obtained knowledge or received written notice of any other default, from the non-defaulting Party; provided, however, that if (i) the nature of the defaulted obligation or obligations other than a payment default (for which no additional cure is permitted) is such that more than thirty (30) days are required, in the exercise of commercially reasonable diligence, for performance of such obligation(s) and (ii) the existence of such breach has not resulted in and would not, after considering the nature of the cure, be reasonably expected to give rise to a circumstance requiring more timely action to prevent any loss of rights or damage or injury to persons or property, or otherwise have a material adverse effect on the Common Facilities, then such non-performing Party shall not be in default if it commences such performance within such thirty (30)-day period and thereafter continuously pursues the same to completion with commercially reasonable diligence, such extended period not to exceed ninety (90) days, including the initial cure period. (A) A Party’s failure to comply with the cure periods set forth above, or (B) the occurrence of the following events with respect to a Party, including (1) any filing of a petition or action under any bankruptcy law, (2) any affirmative act of insolvency (including the consent to the entry of an order for relief in an involuntary case, consent to the appointment of a receiver, any Xx-Xxxxxxx, Xxxxxx Facilities and Easement Agreement (Xxxxx Wind Energy Center, LLC) 1557237.09-WASSR01A - MSW assignment for the benefit of creditors, or the admission of its inability to pay its debt as they become due), (3) the filing of an involuntary petition under any bankruptcy law that is not dismissed or stayed within sixty (60) days thereafter, or (4) the appointment of a receiver or trustee, which appointment is not dismissed or stayed within sixty (60) days thereafter shall constitute an “Event of Default”. Notwithstanding any other provision to the contrary in this Agreement, Developer’s obligations under this Section 8.1 shall commence as of the Effective Date. (Xxxxx Wind Energy Center, LLC) 1557237.09-WASSR01A - MSW.

Events of Default; Default. If a Party Any of the following from and after the Closing Date shall constitute an event of default: (a) The Borrower shall fail to perform its obligations hereunder pay any principal of any Loan when due in accordance with the terms hereof (whether at stated maturity, by mandatory prepayment or otherwise); or the Borrower shall fail to pay any interest on any Loan or any other amount payable hereunder, within five Business Days after any such interest or other amount becomes due in accordance with the terms hereof, provided that any non-payment of principal, interest or other amounts resulting from the Borrower’s good faith payment of an invoice received from the Administrative Agent shall not constitute an Event of Default; or (b) Any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document (or in any amendment, modification or supplement hereto or thereto) or which is contained in any certificate furnished at any time by or on behalf of any Loan Party pursuant to this Agreement or any such other Loan Document shall prove to have been incorrect in any material respectrespect on or as of the date made or deemed made, then and for the failure of any representation or warranty that is capable of being cured (as determined in good faith by the Borrower, which determination shall be conclusive), such default shall continue unremedied for a period of 30 days after the earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (B) the date on which written notice thereof shall have been given to the Borrower by the Administrative Agent or the Required Lenders; provided that the failure of any representation or warranty (other than the representations and warranties referenced in Subsection 6.1(o)(ii) and the representation contained in the Officer’s Certificate delivered pursuant to Subsection 6.1(f) with respect to the satisfaction of the condition set forth in Subsection 6.1(o)(i)) to be true and correct on the Closing Date will not constitute an Event of Default hereunder or under any other Loan Document, including for the purposes of exercising any remedy under Subsection 9.2 of this Agreement or for the purpose of determining any right to exercise enforcement rights under any Loan Document; or (c) Any Loan Party shall default in the payment, observance or performance of any term, covenant or agreement contained in Section 8; or (d) Any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in clauses (a) through (c) or clause (k) of this Subsection 9.1), and such default shall continue unremedied for a period of, in the case of a default hereunder unless such Party shall have failed with respect to cure such default within five (5) days after receipt of written notice of a payment defaultfailure to deliver financial statements under Subsection 7.1 or related certificates under Subsection 7.2, or thirty (30) days after such Party has obtained knowledge or received written notice 180 days, and in the case of any other default, from 30 days, in each case after the non-defaulting earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (B) the date on which written notice thereof shall have been given to the Borrower by the Administrative Agent or the Required Lenders; or (e) Any Loan Party or any of its Restricted Subsidiaries shall (i) default in (x) any payment of principal of or interest on any Indebtedness (excluding Indebtedness hereunder and Indebtedness owed to the Borrower or any other Loan Party) in excess of the greater of $100,000,000 and 6.50% of Consolidated Tangible Assets or (y) in the payment of any Guarantee Obligation in respect of Indebtedness in excess of the greater of $100,000,000 and 6.50% of Consolidated Tangible Assets, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Guarantee Obligation was created; provided(ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (excluding Indebtedness hereunder and any Indebtedness owed to the Borrower or any other Loan Party) or Guarantee Obligation referred to in clause (i) above or contained in any instrument or agreement evidencing, howeversecuring or relating thereto (other than a failure to provide notice of a default or an event of default under such instrument or agreement or default in the observance of or compliance with any financial maintenance covenant or any representation or warranty related to such financial maintenance covenant), or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice or lapse of time if required, such Indebtedness to become due prior to its stated maturity or such Guarantee Obligation to become payable (an “Acceleration”; and the term “Accelerated” shall have a correlative meaning), and such time shall have lapsed and, if any notice (a “Default Notice”) shall be required to commence a grace period or declare the occurrence of an event of default before notice of Acceleration may be delivered, such Default Notice shall have been given and (in the case of the preceding clause (i) or (ii)) such default, event or condition shall not have been remedied or waived by or on behalf of the holder or holders of such Indebtedness or Guarantee Obligation (provided that the preceding clause (ii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder or (y) any termination event or similar event pursuant to the terms of any Hedge Agreement); or (iii) in the case of any Indebtedness or Guarantee Obligations referred to in clause (i) above containing or otherwise requiring observance or compliance with any financial maintenance covenant, default in the observance of or compliance with such financial maintenance covenant or any representation or warranty related to such financial maintenance covenant such that such Indebtedness or Guarantee Obligation shall have been Accelerated and such Acceleration shall not have been rescinded; or (f) If (i) the nature Borrower or any Material Subsidiary of the defaulted obligation Borrower shall commence any case, proceeding or obligations other than a payment default (for which no additional cure is permitted) is such that more than thirty (30) days are required, in the exercise of commercially reasonable diligence, for performance of such obligation(s) and (ii) the existence of such breach has not resulted in and would not, after considering the nature of the cure, be reasonably expected to give rise to a circumstance requiring more timely action to prevent any loss of rights or damage or injury to persons or property, or otherwise have a material adverse effect on the Common Facilities, then such non-performing Party shall not be in default if it commences such performance within such thirty (30)-day period and thereafter continuously pursues the same to completion with commercially reasonable diligence, such extended period not to exceed ninety (90) days, including the initial cure period. (A) A under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts (excluding, in each case, the solvent liquidation or reorganization of any Foreign Subsidiary of the Borrower that is not a Loan Party’s failure to comply with the cure periods set forth above), or (B) seeking appointment of a receiver, interim receiver, receivers, receiver and manager, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the occurrence Borrower or any Material Subsidiary of the following events with respect to Borrower shall make a Partygeneral assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any Material Subsidiary of the Borrower any case, including (1) any filing proceeding or other action of a petition or action under any bankruptcy law, nature referred to in clause (2i) any affirmative act of insolvency above which (including the consent to A) results in the entry of an order for relief in an involuntary or any such adjudication or appointment or (B) remains undismissed, undischarged, unstayed or unbonded for a period of 90 days; or (iii) there shall be commenced against the Borrower or any Material Subsidiary of the Borrower any case, consent to the appointment proceeding or other action seeking issuance of a receiverwarrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed or bonded pending appeal within 90 days from the entry thereof; or (iv) the Borrower or any Material Subsidiary of the Borrower shall take any corporate or other similar organizational action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any assignment for of the benefit of creditorsacts set forth in clause (i), (ii), or (iii) above; or (v) the admission Borrower or any Material Subsidiary of the Borrower shall be generally unable to, or shall admit in writing its general inability to to, pay its debt debts as they become due; or (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any failure to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of either of the Borrower or any Commonly Controlled Entity, (3iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is in the filing reasonable opinion of an involuntary petition under the Administrative Agent likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any bankruptcy law that Single Employer Plan shall terminate for purposes of Title IV of ERISA other than a standard termination pursuant to Section 4041(b) of ERISA, (v) either of the Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Administrative Agent is not dismissed reasonably likely to, incur any liability in connection with a withdrawal from, or stayed within sixty (60) days thereafterthe Insolvency of, a Multiemployer Plan, or (4vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, would be reasonably expected to result in a Material Adverse Effect; or (h) One or more judgments or decrees shall be entered against the Borrower or any of its Restricted Subsidiaries involving in the aggregate at any time a liability (net of any insurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event of any appeal thereof shall be unsuccessful, or that the Borrower has determined there exists reasonable evidence that such amount will be reimbursed by the insurer or indemnifying party and such amount is not denied by the applicable insurer or indemnifying party in writing within 180 days and is reimbursed within 365 days of the date of such evidence) of the greater of $100,000,000 and 6.50% of Consolidated Tangible Assets or more, and all such judgments or decrees shall not have been vacated, discharged, satisfied, stayed or bonded pending appeal within 90 days from the entry thereof); or (i) The Guarantee and Collateral Agreement shall, or any other Security Document covering a significant portion of the Collateral shall (at any time after its execution, delivery and effectiveness) cease for any reason to be in full force and effect (other than pursuant to the terms hereof or thereof), or any Loan Party which is a party to any such Security Document shall so assert in writing or (ii) the appointment Lien created by any of the Security Documents shall cease to be perfected and enforceable in accordance with its terms or of the same effect as to perfection and priority purported to be created thereby with respect to any significant portion of the Term Loan Priority Collateral (or, after the Discharge of ABL Collateral Obligations, the Collateral) (other than in connection with any termination of such Lien in respect of any Collateral as permitted hereby or by any Security Document) and such failure of such Lien to be perfected and enforceable with such priority shall have continued unremedied for a receiver period of 20 days (provided that if the failure of such Lien to be perfected and enforceable results from the failure of the Administrative Agent or trusteeCollateral Agent, which appointment is as applicable, to maintain possession of any certificates or documents actually delivered to them representing securities or negotiable instruments pledged under the Collateral Documents, such 20 day grace period shall not dismissed commence until the Borrower becomes aware of the failure of such Lien to be perfected and enforceable); or (j) Any Loan Party shall assert in writing that the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement (after execution and delivery thereof) or stayed within sixty any Other Intercreditor Agreement (60after execution and delivery thereof) days thereafter shall constitute an “Event of Default”. Notwithstanding have ceased for any reason to be in full force and effect (other than pursuant to the terms hereof or thereof) or shall knowingly contest, or knowingly support any other provision Person in any action that seeks to contest, the validity or effectiveness of any such intercreditor agreement (other than pursuant to the contrary terms hereof or thereof); or (k) Subject to the Borrower’s option to make a payment in this Agreement, Developer’s obligations under this Section 8.1 shall commence as full of all of the Effective Date. Loans, or to make a Change of Control Offer, each in accordance with Subsection 8.8(a) (Xxxxx Wind Energy Centerwhether or not in connection with any repayment or repurchase of Indebtedness outstanding pursuant to any Junior Debt), LLC) 1557237.09-WASSR01A - MSWa Change of Control shall have occurred.

Events of Default; Default. If a Party The following shall fail to perform its obligations hereunder in any material respect, then such failure shall not each constitute a default by a‌ Co-Tenant under this Agreement (an “Event of Default”): (a) failure by a Co-Tenant to pay in full any amount due and payable hereunder unless such Party shall have failed to cure such default when due, or any monetary judgment awarded by a court of competent jurisdiction which is not being appealed within five sixty (560) days after receipt of written notice of a payment defaultsuch judgment, or where such failure is not cured within thirty (30) days after such Party has obtained knowledge or received written notice of any other defaultsuch failure, from the non-defaulting Party; provided, however, that if such period shall be extended for so long as the defaulting Co-Tenant is disputing in good faith such amount pursuant to the procedures set forth in Article 7; (ib) a Bankruptcy Event occurs with respect to such Co-Tenant; (c) a breach, or the nature cause of a breach, by a Co-Tenant of the defaulted obligation Premises Agreement, and a failure to cure such breach within the cure period permitted by the Premises Agreement, as applicable; (d) xxxx, seizure, assignment or obligations sale of a substantial part of the property of a Co- Tenant for or by any creditor (other than the Secured Parties) or Governmental Authority that materially affects the rights of the other Co-Tenants under this Agreement or the Shared Facilities Manager’s ability to perform under this Agreement, but, for the avoidance of doubt, specifically excluding any assignment for, or foreclosures, sales, assignments or transfers in lieu of foreclosure, exercise of other remedies or any other actions undertaken by, a payment default Co-Tenant’s Secured Parties; (for which no additional cure is permittede) is a representation or warranty made by a Co-Tenant under this Agreement was false or misleading in any material respect when made, where the material adverse effects of or relating to such that more than representation or warranty are not cured within thirty (30) days are requiredafter written notice thereof from one or more non-defaulting Co-Tenants; provided, in that if such Co-Tenant has commenced and is diligently pursuing such cure and provides the exercise other Co-Tenants with adequate assurance of commercially reasonable diligencedue performance, the cure period shall be extended to not more than one hundred eighty (180) days after the written notice of default, as shall be necessary for performance of such obligation(s) and (ii) the existence of Co-Tenant to cure such breach has not resulted in and would not, after considering the nature of the cure, be reasonably expected to give rise to a circumstance requiring more timely action to prevent any loss of rights or damage or injury to persons or property, or otherwise have a material adverse effect on the Common Facilities, then such non-performing Party shall not be in default if it commences such performance within such thirty (30)-day period with all due diligence and thereafter continuously pursues the same to completion with commercially reasonable diligence, such extended period not to exceed ninety (90) days, including the initial cure period.dispatch; and (Af) A Party’s failure to comply with the cure periods a breach by a Co-Tenant in observing or performing any of its material obligations set forth above, or (B) the occurrence of the following events with respect to a Party, including (1) any filing of a petition or action under any bankruptcy law, (2) any affirmative act of insolvency (including the consent to the entry of an order for relief in an involuntary case, consent to the appointment of a receiver, any assignment for the benefit of creditors, or the admission of its inability to pay its debt as they become due), (3) the filing of an involuntary petition under any bankruptcy law that is not dismissed or stayed within sixty (60) days thereafter, or (4) the appointment of a receiver or trustee, which appointment is not dismissed or stayed within sixty (60) days thereafter shall constitute an “Event of Default”. Notwithstanding any other provision to the contrary in this Agreement, Developer’s obligations under this Section 8.1 other than those described in clauses (a) through (e) above; provided such breach is not cured within thirty (30) days after written notice thereof from one or more non-defaulting Co-Tenants; and provided further that if such Co-Tenant has commenced and is diligently pursuing such cure and provides the other Co-Tenants with adequate assurance of due performance, the cure period shall commence be extended to not more than one hundred eighty (180) days after the written notice of default, as of shall be necessary for such Co-Tenant to cure the Effective Date. (Xxxxx Wind Energy Center, LLC) 1557237.09-WASSR01A - MSWbreach with all due diligence and dispatch.

Events of Default; Default. If a Party shall fail to perform its obligations hereunder in any material respect, then such failure shall not constitute a default hereunder unless such Party shall have failed to cure such default within five (5) days after receipt of written notice of a payment default, or thirty (30) days after such Party has obtained knowledge or received written notice of any other default, from the non-defaulting Party; provided, however, that if (i) the nature of the defaulted obligation or obligations other than a payment default (for which no additional cure is permitted) is such that more than thirty (30) days are required, in the exercise of commercially reasonable diligence, for performance of such obligation(s) and (ii) the existence of such breach has not resulted in and would not, after considering the nature of the cure, be reasonably expected to give rise to a circumstance requiring more timely action to prevent any loss of rights or damage or injury to persons or property, or otherwise have a material adverse effect on the Common Facilities, then such non-performing Party shall not be in default if it commences such performance within such thirty (30)-day period and thereafter continuously pursues the same to completion with commercially reasonable diligence, such extended period not to exceed ninety (90) days, including the initial cure period. (A) A Party’s failure to comply with the cure periods set forth above, or (B) the occurrence of the following events with respect to a Party, including (1) any filing of a petition or action under any bankruptcy law, (2) any affirmative act of insolvency (including the consent to (Stillwater Wind, LLC) the entry of an order for relief in an involuntary case, consent to the appointment of a receiver, any assignment for the benefit of creditors, or the admission of its inability to pay its debt as they become due), (3) the filing of an involuntary petition under any bankruptcy law that is not dismissed or stayed within sixty (60) days thereafter, or (4) the appointment of a receiver or trustee, which appointment is not dismissed or stayed within sixty (60) days thereafter shall constitute an “Event of Default”. Notwithstanding any other provision to the contrary in this Agreement, Developer’s obligations under this Section 8.1 shall commence as of the Effective Date. (Xxxxx Wind Energy Center, LLC) 1557237.09-WASSR01A - MSW.