Common use of Events of Default of Seller Clause in Contracts

Events of Default of Seller. (1) The occurrence of any of the following shall constitute an immediate Event of Default without the opportunity to cure: (i) Seller dissolution or liquidation; (ii) Seller assignment of this Agreement or any of its rights under it for the benefit of creditors; (iii) Seller abandonment of construction and/or operation of the Facility; and (iv) Seller filing of a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or Seller voluntarily taking advantage of any such law or act by answer or otherwise. (2) The occurrence of any of the following shall constitute an Event of Default of Seller unless Seller shall have cured the same within ninety (90) days after receipt by Seller of written notice thereof from BPA: (i) Seller’s failure to meet the Completion Date as set forth in Section 6(a) (subject to the extensions of time available to Seller under Section 6(a)); (ii) Seller’s assignment of this Agreement or any of Seller’s rights under this Agreement or the sale or transfer of voting control of Seller or Seller’s sale or other transfer of any material portion of its interest in the Facility without obtaining BPA’s prior written consent pursuant to Section 18; (iii) The filing of a case in bankruptcy or any proceeding under any other insolvency law against Seller as debtor or its parent or any other affiliate that could materially impact Seller’s ability to perform its obligations hereunder; provided, however, that Seller does not obtain a stay or dismissal of the filing within ninety (90) days of the date of such filing; (iv) After the Completion Date, Seller tampering with or adjustment of the Metering Devices for the BPA Wind Turbines in ways not expressly permitted by Sections 5(c)(2) and 5(c)(3); (v) After the Completion Date, the sale by Seller to a third party, or diversion by Seller for any use, of the Energy Output committed to BPA by Seller absent BPA’s prior written consent to such diversion or use; (vi) After the Completion Date, Seller’s failure to maintain in effect any material agreements required to deliver the Energy Output to the Point of Delivery; (vii) Commencing on the first (1st) anniversary of the Completion Date, Seller’s failure to use commercially reasonable efforts to obtain, for the BPA Wind Turbines, an average Availability Factor greater than seventy-five percent (75%) in the immediately preceding twelve (12) consecutive months; provided that such failure is not the result of Force Majeure; (viii) Seller’s failure to acquire or maintain permits needed to construct and operate the Facility; (ix) Seller’s failure to acquire or maintain land rights needed to access, construct, and operate the Facility; or (x) Seller’s failure to comply with any other material obligation under this Agreement. (3) Seller’s failure to make any payment when required under this Agreement shall constitute an Event of Default of Seller unless (1) Seller shall have cured the same within thirty (30) days after receipt by Seller of written notice thereof from BPA or (2) Seller has filed in good faith a Billing Dispute with respect to such unpaid amounts and complied with Section 8(d).

Events of Default of Seller. (1) The occurrence of any of the following shall constitute --------------------------- Events of Default of Seller ("Seller Events of Default") upon their occurrence unless cured within seven (7) days after written receipt of Notice from Buyer of such failure requiring its remedy, in the case of defaults under Sections 13.1.1 (and twenty-one (21) days with respect to Section 13.1.2) or within sixty (60) days, in the case of all other defaults, after the date of written notice from Buyer as provided above, provided that, if any such other default cannot be cured within sixty (60) days with exercise of due diligence, and if Seller within such period submits to Buyer a plan reasonably designed to correct the default within a reasonable additional period of time not to exceed six (6) months, then an immediate Event of Default without shall not exist unless Seller fails to diligently pursue such cure or fails to cure such default within the opportunity additional period of time specified by such plan: 13.1.1 Seller's failure to cure:make payments when due; Seller Guarantor's failure to pay for Substitute Power (if Seller has failed previously to make such payment), a Delay Book Out Charge or an Outage Book Out Charge; (i) A Seller Guarantee ceases to remain in full force and effect in accordance with its terms (other than as a result of such Seller Guarantee having been fully drawn down by Buyer); (ii) the failure of a Seller Guarantor to make a payment upon a proper drawing by Buyer against a Seller Guarantee; or (iii) Seller fails to deliver a letter of credit as required by Section 18.1 upon a Downgrade Event with respect to a Seller Guarantor. 13.1.3 Seller's dissolution or liquidation; (ii) Seller assignment of this Agreement or any of its rights under it for the benefit of creditors13.1.4 A Bankruptcy Event occurs with respect to Seller; (iii) Seller abandonment of construction and/or operation of the Facility; and (iv) Seller filing of a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or Seller voluntarily taking advantage of any such law or act by answer or otherwise. (2) The occurrence of any of the following shall constitute an Event of Default of Seller unless Seller shall have cured the same within ninety (90) days after receipt by Seller of written notice thereof from BPA: (i) 13.1.5 Seller’s failure to meet the Completion Date as set forth in Section 6(a) (subject to the extensions of time available to Seller under Section 6(a)); (ii) Seller’s 's assignment of this Agreement or any of Seller’s 's rights under this the Agreement or the sale or transfer of voting control of Seller or Seller’s sale or other transfer of any material portion of its interest in Seller in each case not in compliance with the Facility without obtaining BPA’s prior written consent pursuant to provisions of Section 1812; (iii) 13.1.6 The filing of a case in bankruptcy or any proceeding under any other insolvency law against Seller as debtor or its parent or any other affiliate that could materially impact Seller’s ability to perform its obligations hereunder; provided, however, that Seller does not obtain a stay or dismissal of the filing within ninety (90) days of the date of such filing; (iv) After the Completion Date, Seller tampering with or adjustment of the Metering Devices for the BPA Wind Turbines in ways not expressly permitted by Sections 5(c)(2) and 5(c)(3); (v) After the Completion Date, the sale by Seller to a third party, party of Electric Energy or diversion Capacity committed to Buyer by Seller for any use, of the Energy Output committed to BPA by Seller absent BPA’s prior written consent to such diversion or use; (vi) After the Completion Date, Seller’s failure to maintain in effect any material agreements required to deliver the Energy Output to the Point of Delivery; (vii) Commencing on the first (1st) anniversary of the Completion Date, Seller’s failure to use commercially reasonable efforts to obtain, for the BPA Wind Turbines, an average Availability Factor greater other than seventy-five percent (75%) in the immediately preceding twelve (12) consecutive months; provided that such failure is not the result of Force Majeure; (viii) Seller’s failure to acquire or maintain permits needed to construct and operate the Facility; (ix) Seller’s failure to acquire or maintain land rights needed to access, construct, and operate the Facility; or (x) Seller’s failure to comply with any other material obligation as permitted under this Agreement.; and (3) Seller’s failure to make any payment when required under this Agreement shall constitute an Event of Default of Seller unless (1) Seller shall have cured the same within thirty (30) days after receipt 13.1.7 Any representation made by Seller of written notice thereof from BPA or (2) Seller has filed under Section 14.1 shall be false in good faith a Billing Dispute with respect to such unpaid amounts and complied with Section 8(d)any material respect.

Events of Default of Seller. (1a) The occurrence of any Each of the following shall constitute an immediate “Event of Default without the opportunity to cureDefault” of Seller upon its occurrence, and no cure period shall be applicable: (i1) Seller Seller’s dissolution or liquidation; (ii2) Seller Seller’s assignment of the Exchange Resource or this Agreement or any of its rights under it hereunder for the benefit of creditorscreditors (except for an assignment of the Exchange Agreement or this Agreement to the Project Lender as security under the Financing Documents as permitted by this Agreement); (iii3) Seller abandonment of construction and/or operation of the Facility; and (iv) Seller Seller’s filing of a petition as debtor in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or Seller Seller’s voluntarily taking advantage of any such law or act by answer or otherwise. (2) The occurrence of any of the following shall constitute an Event of Default of Seller unless Seller shall have cured the same within ninety (90) days after receipt by Seller of written notice thereof from BPA: (i) Seller’s failure to meet the Completion Date as set forth in Section 6(a) (subject to the extensions of time available to Seller under Section 6(a)); (ii) Seller’s assignment of this Agreement or any of Seller’s rights under this Agreement or the sale or transfer of voting control of Seller or Seller’s sale or other transfer of any material portion of its interest in the Facility without obtaining BPA’s prior written consent pursuant to Section 18; (iii4) The filing of a case in bankruptcy or any proceeding under any other insolvency law against Seller as debtor or its parent or any other affiliate that could materially impact Seller’s ability to perform its obligations hereunder; provideddebtor, however, that Seller does if such filing has not obtain a stay or dismissal of the filing been dismissed within ninety sixty (9060) days of the date of such filing; (iv) After the Completion Date, Seller tampering with or adjustment of the Metering Devices for the BPA Wind Turbines in ways not expressly permitted by Sections 5(c)(2) and 5(c)(3); (v) After the Completion Date, the sale by Seller to a third party, or diversion by Seller for any use, of the Energy Output committed to BPA by Seller absent BPA’s prior written consent to such diversion or use; (vi) After the Completion Date, Seller’s failure to maintain in effect any material agreements required to deliver the Energy Output to the Point of Delivery; (vii) Commencing on the first (1st) anniversary of the Completion Date, Seller’s failure to use commercially reasonable efforts to obtain, for the BPA Wind Turbines, an average Availability Factor greater than seventy-five percent (75%) in the immediately preceding twelve (12) consecutive months; provided that such failure is not the result of Force Majeure; (viii5) Seller’s failure to acquire or establish and maintain permits needed to construct and operate the Facilityany required Seller’s Security in accordance with Article 10; (ix6) Any representation or warranty made by Seller in this Agreement that shall prove to have been intentionally false or misleading when made, if such inaccuracy results in a material adverse impact on Purchaser; and (7) Seller’s failure delivery of any of the Entire Exchange Resource Output to acquire any Person other than Purchaser without the prior consent of Purchaser, other than (i) Net Test Energy or maintain land rights needed to access, construct, and operate the Facility; or (xii) Seller’s failure to comply with any other material obligation under this Agreementenergy output delivered by Seller during a period of Purchaser default hereunder. (3b) Each of the following shall be deemed an “Event of Default” upon the expiration of the specified cure period: (1) Seller’s failure to make any payment when required under this Agreement shall constitute an Event Agreement, other than a payment disputed by Seller in good faith, if not cured within ten (10) days after the date of Default of written notice from Purchaser to Seller unlessand the Project Lender as provided for in Section 12.2; (12) In the event that Seller shall have has been required to establish and maintain Seller’s Security pursuant to the terms of this Agreement, and the Person providing the Security instrument ceases to meet the definition of a Qualified Custodian, Qualified Issuer or Qualified Guarantor, as the case may be, and Seller fails to convert the Security instrument provided by such Person into a Security instrument meeting the criteria set forth in Sections 10.1(a), 10.1(b), or 10.1(c) within three (3) Business Days; and (3) Any other breach of this Agreement by Seller if not cured the same within thirty (30) days after receipt by Seller the date of written notice thereof from BPA Purchaser to Seller and the Project Lender as provided for in Article 15; provided that, if such breach is not capable of being cured within such thirty (30) day period, then Seller may submit a plan of correction to Purchaser specifying in reasonable detail what steps Seller intends to take to cure the breach and a timeline for such plan of correction. If a registered professional engineer, or other consultant, as appropriate, selected by Seller and approved by Purchaser (2with such approval not to be unreasonably denied), approves the plan of correction as reasonable, the cure period for the breach will be extended for an additional reasonable period of time, not to exceed one hundred fifty (150) days, so long as Seller has filed is exercising reasonable diligence in good faith a Billing Dispute with respect pursuing the plan of correction to cure such unpaid amounts and complied with Section 8(d)breach. The cost of such engineer or other consultant shall be borne by Seller.

Events of Default of Seller. (1A) The occurrence of any Any of the following shall constitute an immediate Event of Default without the opportunity to cureof Seller upon its occurrence and no cure period shall be applicable: (i) Seller 1. Seller’s dissolution or liquidation; (ii) Seller 2. Seller’s assignment of this Agreement PPA or any of its rights under it hereunder for the benefit of creditorscreditors (except for an assignment to the Unaffiliated Facility Investor as security under the Unaffiliated Investment Documents as permitted by this PPA); (iii) Seller abandonment of construction and/or operation of the Facility; and (iv) Seller 3. Seller’s filing of a petition in voluntary bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or Seller voluntarily taking advantage of any such law or act by answer or otherwise; 4. The sale by Seller to a third party, or diversion by Seller for any use, of energy committed to Company by Seller other than in mitigation of damages for any breach by Company of this PPA; and/or 5. Seller’s actual fraud, tampering with Company-owned facilities or other material intentional misrepresentation or misconduct in connection with this PPA or the operation of the Facility. (2B) The occurrence of any Any of the following shall constitute an Event of Default of Seller unless if not cured within thirty (30) Days after the date of written notice from Company to Seller and the Unaffiliated Facility Investor; provided, however, that if not reasonably capable of being remedied within the thirty (30) day cure period specified above, Seller or Unaffiliated Facility Investor shall have cured the same within such additional time (not exceeding an additional ninety (90) days after receipt by days) as is reasonably necessary to remedy such failure, so long as Seller or Unaffiliated Facility Investor advises Company of written notice thereof from BPAits plan for such cure and promptly commences and diligently pursues such remedy: (i) 1. [Intentionally Deleted]; 2. Seller’s failure to meet establish and maintain the Completion Date as set forth funding of Seller’s Security Fund in accordance with Section 6(a) 11.1; 3. Seller’s Abandonment of operation of the Facility; 4. Seller’s failure to maintain in effect those agreements required to deliver energy to the Point of Delivery, including the Interconnection Agreement; 5. Seller’s failure to make any payment due to Company under or in connection with this PPA (subject to the extensions of time available Seller’s rights with respect to Seller disputed payments under Section 6(a)9.5 and net of outstanding damages and any other rights of offset that Seller may have pursuant to this PPA); 6. Seller’s default under Section 19.7; and/or 7. Seller’s failure to comply with any other material obligation under this PPA, which would result in a material adverse impact on Company. (iiC) Any material breach by Seller of any of its material obligations under any of the Additional Agreements shall constitute an Event of Default of Seller if not cured within thirty (30) Days after the date of written notice from Company to Seller and the Unaffiliated Facility Investor; provided, however, that if not reasonably capable of being remedied within the thirty (30) day cure period specified above, Seller or Unaffiliated Facility Investor shall have such additional time (not exceeding an additional ninety (90) days) as is reasonably necessary to remedy such failure, so long as Seller or Unaffiliated Facility Investor advises Company of its plan for such cure and promptly commences and diligently pursues such remedy. (D) Any of the following shall constitute an Event of Default of Seller if not cured within sixty (60) Days after the date of written notice from Company to Seller and the Unaffiliated Facility Investor; provided, however, that if such failure is not reasonably capable of being remedied within the sixty (60) day cure period specified above, Seller or Unaffiliated Facility Investor shall have such additional time (not exceeding an additional ninety (90) days) as is reasonably necessary to remedy such failure, so long as Seller or Unaffiliated Facility Investor advises Company of its plan for such cure and promptly commences and diligently pursues such remedy: 1. [Intentionally Left Blank]. 2. Seller’s assignment of this Agreement PPA, or any Change of Control of Seller’s rights under this Agreement or the sale or transfer of voting control of Seller , or Seller’s sale or other transfer of its interest, or any part thereof, in the Facility, except as permitted in accordance with Article 19; 3. Any representation or warranty made by Seller in this PPA shall prove to have been false or misleading in any material portion of its interest respect when made or ceases to remain true during the Term if such cessation would reasonably be expected to result in the Facility without obtaining BPA’s prior written consent pursuant to Section 18;a material adverse impact on Company; and/or (iii) 4. The filing of a an involuntary case in bankruptcy or any proceeding under any other insolvency law against Seller as debtor or its parent or any other affiliate Affiliate that could materially impact Seller’s ability to perform its obligations hereunder; provided, however, that Seller does not obtain a stay or dismissal of the filing within ninety (90) days of the date of such filing; (iv) After the Completion Date, Seller tampering with or adjustment of the Metering Devices for the BPA Wind Turbines in ways not expressly permitted by Sections 5(c)(2) and 5(c)(3); (v) After the Completion Date, the sale by Seller to a third party, or diversion by Seller for any use, of the Energy Output committed to BPA by Seller absent BPA’s prior written consent to such diversion or use; (vi) After the Completion Date, Seller’s failure to maintain in effect any material agreements required to deliver the Energy Output to the Point of Delivery; (vii) Commencing on the first (1st) anniversary of the Completion Date, Seller’s failure to use commercially reasonable efforts to obtain, for the BPA Wind Turbines, an average Availability Factor greater than seventy-five percent (75%) in the immediately preceding twelve (12) consecutive months; provided that such failure is not the result of Force Majeure; (viii) Seller’s failure to acquire or maintain permits needed to construct and operate the Facility; (ix) Seller’s failure to acquire or maintain land rights needed to access, construct, and operate the Facility; or (x) Seller’s failure to comply with any other material obligation under this Agreementcure period. (3) Seller’s failure to make any payment when required under this Agreement shall constitute an Event of Default of Seller unless (1) Seller shall have cured the same within thirty (30) days after receipt by Seller of written notice thereof from BPA or (2) Seller has filed in good faith a Billing Dispute with respect to such unpaid amounts and complied with Section 8(d).

Events of Default of Seller. (1) The occurrence of any of the following shall constitute Events of Default of Seller ("Seller Events of Default") upon their occurrence unless cured within seven (7) days after written receipt of Notice from Buyer of such failure requiring its remedy, in the case of defaults under Sections 13.1.1 (and twenty-one (21) days with respect to Section 13.1.2) or within sixty (60) days, in the case of all other defaults, after the date of written notice from Buyer as provided above, provided that, if any such other default cannot be cured within sixty (60) days with exercise of due diligence, and if Seller within such period submits to Buyer a plan reasonably designed to correct the default within a reasonable additional period of time not to exceed six (6) months, then an immediate Event of Default without shall not exist unless Seller fails to diligently pursue such cure or fails to cure such default within the opportunity additional period of time specified by such plan: 13.1.1 Seller's failure to cure:make payments when due; Seller Guarantor's failure to pay for Substitute Power (if Seller has failed previously to make such payment), a Delay Book Out Charge or an Outage Book Out Charge; (i) A Seller Guarantee ceases to remain in full force and effect in accordance with its terms (other than as a result of such Seller Guarantee having been fully drawn down by Buyer); (ii) the failure of a Seller Guarantor to make a payment upon a proper drawing by Buyer against a Seller Guarantee; or (iii) Seller fails to deliver a letter of credit as required by Section 18.1 upon a Downgrade Event with respect to a Seller Guarantor. 13.1.3 Seller's dissolution or liquidation; (ii) Seller assignment of this Agreement or any of its rights under it for the benefit of creditors13.1.4 A Bankruptcy Event occurs with respect to Seller; (iii) Seller abandonment of construction and/or operation of the Facility; and (iv) Seller filing of a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or Seller voluntarily taking advantage of any such law or act by answer or otherwise. (2) The occurrence of any of the following shall constitute an Event of Default of Seller unless Seller shall have cured the same within ninety (90) days after receipt by Seller of written notice thereof from BPA: (i) 13.1.5 Seller’s failure to meet the Completion Date as set forth in Section 6(a) (subject to the extensions of time available to Seller under Section 6(a)); (ii) Seller’s 's assignment of this Agreement or any of Seller’s 's rights under this the Agreement or the sale or transfer of voting control of Seller or Seller’s sale or other transfer of any material portion of its interest in Seller in each case not in compliance with the Facility without obtaining BPA’s prior written consent pursuant to provisions of Section 1812; (iii) 13.1.6 The filing of a case in bankruptcy or any proceeding under any other insolvency law against Seller as debtor or its parent or any other affiliate that could materially impact Seller’s ability to perform its obligations hereunder; provided, however, that Seller does not obtain a stay or dismissal of the filing within ninety (90) days of the date of such filing; (iv) After the Completion Date, Seller tampering with or adjustment of the Metering Devices for the BPA Wind Turbines in ways not expressly permitted by Sections 5(c)(2) and 5(c)(3); (v) After the Completion Date, the sale by Seller to a third party, party of Electric Energy or diversion Capacity committed to Buyer by Seller for any use, of the Energy Output committed to BPA by Seller absent BPA’s prior written consent to such diversion or use; (vi) After the Completion Date, Seller’s failure to maintain in effect any material agreements required to deliver the Energy Output to the Point of Delivery; (vii) Commencing on the first (1st) anniversary of the Completion Date, Seller’s failure to use commercially reasonable efforts to obtain, for the BPA Wind Turbines, an average Availability Factor greater other than seventy-five percent (75%) in the immediately preceding twelve (12) consecutive months; provided that such failure is not the result of Force Majeure; (viii) Seller’s failure to acquire or maintain permits needed to construct and operate the Facility; (ix) Seller’s failure to acquire or maintain land rights needed to access, construct, and operate the Facility; or (x) Seller’s failure to comply with any other material obligation as permitted under this Agreement.; and (3) Seller’s failure to make any payment when required under this Agreement shall constitute an Event of Default of Seller unless (1) Seller shall have cured the same within thirty (30) days after receipt 13.1.7 Any representation made by Seller of written notice thereof from BPA or (2) Seller has filed under Section 14.1 shall be false in good faith a Billing Dispute with respect to such unpaid amounts and complied with Section 8(d)any material respect.

Events of Default of Seller. (1) The occurrence of If any of the following shall constitute an immediate events (each a "Seller's Event of Default without the opportunity to cureDefault") shall occur and be continuing: (i) any failure by the Seller dissolution or liquidationto make any payment required to be made by Seller hereunder and the continuance of such failure for a period of one Business Day; (ii) any representation or warranty made by the Seller assignment hereunder or in any certificate delivered by Seller to the Servicing Agent in connection with this Agreement, shall prove to have been false or incorrect in any material respect when made and shall remain false or incorrect for fifteen Business. Days after the earlier of the date on which an officer of the Seller has actual knowledge of such false or incorrect representation or warranty and the date on which written notice of such false or incorrect representation or warranty has been given to the Seller requiring the same to be remedied, by the Purchaser or the Servicing Agent; (iii) any failure on the part of the Seller to perform or observe any term, covenant or agreement in this Agreement on its part to be performed or observed which continues unremedied for ten Business Days after the earlier of the date on which an officer of the Seller has actual knowledge of such failure and the date on which written notice of such failure has been given to the Seller requiring the same to be remedied, by the Purchaser or the Servicing Agent; (iv) there shall occur (a) a filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Seller or any substantial part of its rights property in an involuntary case under it any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Seller or for any substantial part of its property, or ordering the winding-up or liquidation of the Seller's affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by the Seller of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Seller to the entry of an order for relief in an involuntary case under any such law, or the consent by the Seller to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Seller or for any substantial part of its property, or the making by the Seller of any general assignment for the benefit of creditors; (iii) Seller abandonment of construction and/or operation of the Facility; and (iv) Seller filing of a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or the failure by the Seller voluntarily generally to pay its debts as such debts become due, or the taking advantage of any such law or act action by answer or otherwise. (2) The occurrence Seller in furtherance of any of the following shall constitute an foregoing; then, so long as such Seller's Event of Default of Seller unless Seller shall not have been remedied and following three Business Days' notice from the Purchaser or the Servicing Agent, the Purchaser shall have cured the same within ninety right to (90A) days after receipt appoint a third-party entity, which will be a financial institution or a nationally recognized accounting or consulting firm, to oversee the collection and distribution of the revenue relating to Conservation Investment Assets and/or (B) require the Collection Agent to establish a segregated account as described in Section 8.04(g), such rights, and the right to indemnification by Seller of written notice thereof from BPA: (i) Seller’s failure to meet the Completion Date as set forth in Section 6(a) (subject to the extensions of time available to Seller under Section 6(a)); (ii) Seller’s assignment of this Agreement or any of Seller’s rights under this Agreement or the sale or transfer of voting control of Seller or Seller’s sale or other transfer of any material portion of its interest in the Facility without obtaining BPA’s prior written consent pursuant to Section 18; (iii) The filing 10.01 hereof, being the sole rights and remedies in case of a case in bankruptcy or any proceeding under any other insolvency law against Seller as debtor or its parent or any other affiliate that could materially impact Seller’s ability to perform its obligations hereunder; provided, however, that Seller does not obtain a stay or dismissal of the filing within ninety (90) days of the date of such filing; (iv) After the Completion Date, Seller tampering with or adjustment of the Metering Devices for the BPA Wind Turbines in ways not expressly permitted by Sections 5(c)(2) and 5(c)(3); (v) After the Completion Date, the sale by Seller to a third party, or diversion by Seller for any use, of the Energy Output committed to BPA by Seller absent BPA’s prior written consent to such diversion or use; (vi) After the Completion Date, Seller’s failure to maintain in effect any material agreements required to deliver the Energy Output to the Point of Delivery; (vii) Commencing on the first (1st) anniversary of the Completion Date, Seller’s failure to use commercially reasonable efforts to obtain, for the BPA Wind Turbines, an average Availability Factor greater than seventy-five percent (75%) in the immediately preceding twelve (12) consecutive months; provided that such failure is not the result of Force Majeure; (viii) Seller’s failure to acquire or maintain permits needed to construct and operate the Facility; (ix) Seller’s failure to acquire or maintain land rights needed to access, construct, and operate the Facility; or (x) Seller’s failure to comply with any other material obligation under this Agreement. (3) Seller’s failure to make any payment when required under this Agreement shall constitute an Event of Default under Section 9.01(ii), above. In addition, in case of Seller unless Seller's Events of Default under Sections 9.01(i), (1) Seller iii), or (iv), above, the Purchaser shall have cured all rights and remedies provided under the same within thirty (30) days after receipt by Seller of written notice thereof from BPA or (2) Seller has filed in good faith a Billing Dispute with respect to such unpaid amounts Statute and complied with Section 8(d)other applicable law, which rights shall be cumulative.

Events of Default of Seller. (1A) The occurrence of any Any of the following shall constitute an immediate Event of Default without the opportunity to cureof Seller upon its occurrence and no cure period shall be applicable: (i) Seller Seller’s dissolution or liquidation; (ii) Seller assignment of this Agreement or any of its rights under it for the benefit of creditors; (iii) Seller abandonment of construction and/or operation of the Facility; and (iv) Seller Seller’s filing of a petition in voluntary bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act law of any state, or Seller voluntarily taking advantage of any such law or act by answer or otherwise; (iii) The sale of Solar Energy Output by Seller to a third party, or diversion by Seller for any use of Solar Energy Output committed to Buyers by Seller other than in mitigation of damages for any breach by a Buyer of this PPA or during any period during which a Buyer does not take delivery of Solar Energy Output as described herein; and. (2iv) The occurrence Seller’s failure to establish and maintain the Seller Credit (B) Seller’s failure to make any payment due hereunder (subject to Xxxxxx’s rights with respect to disputed payments under Article 9) that is not cured within thirty (30) Days after Seller’s receipt of any notice of such nonpayment from Buyers shall constitute an Event of Default of Seller. (C) Any of the following shall constitute an Event of Default of Seller unless Seller upon its occurrence but shall have cured be subject to cure within sixty (60) Days after the same within ninety (90) days after receipt by Seller date of written notice thereof from BPABuyers to Seller and the Financing Parties: (i) Seller’s failure to meet Abandonment of the Completion Date as set forth in Section 6(a) (subject to the extensions of time available to Seller under Section 6(a))Facility; (ii) Seller’s assignment of this Agreement or any of Seller’s rights under this Agreement or the sale or transfer of voting control of Seller or Seller’s sale or other transfer of any material portion of its interest PPA except as permitted in the Facility without obtaining BPA’s prior written consent pursuant to Section 18accordance with Article 19; (iii) Any representation or warranty made by Seller in this PPA shall prove to have been false or misleading in any material respect when made and such misrepresentation or breach of warranty would reasonably be expected to result in a material adverse impact on Buyers; (iv) The filing of a an involuntary case in bankruptcy or any proceeding under any other insolvency law against Seller as debtor or its parent or any other affiliate that could materially impact Seller’s ability to perform its obligations hereunder; provided, however, that Seller does not obtain a stay or dismissal of the filing within ninety (90) days of the date of such filing; (iv) After the Completion Date, Seller tampering with or adjustment of the Metering Devices for the BPA Wind Turbines in ways not expressly permitted by Sections 5(c)(2) and 5(c)(3)cure period; (v) After the Completion Date, the sale by Seller to a third party, or diversion by Seller for any use, of the Energy Output committed to BPA by Seller absent BPA’s prior written consent to such diversion or use; (vi) After the Completion Date, Seller’s failure to maintain in effect any material agreements required to deliver the Energy Output to the Point of Delivery; (vii) Commencing on the first (1st) anniversary of the Completion Date, Seller’s failure to use commercially reasonable efforts to obtain, for the BPA Wind Turbines, an average Availability Factor greater than seventy-five percent (75%) in the immediately preceding twelve (12) consecutive months; provided that such failure is not the result of Force Majeure; (viii) Seller’s failure to acquire or maintain permits needed to construct and operate the Facility; (ix) Seller’s failure to acquire or maintain land rights needed to access, construct, and operate the Facility; or (x) Seller’s failure to comply with any other material obligation of Seller under this Agreement.PPA, which would result in a material adverse impact on one or both Buyers; (3vi) Seller’s failure to make any payment when required under this Agreement comply with Section 10.3; or (vii) An Availability Satisfactory Day does not occur within an Availability Default Period. (D) The following shall constitute an Event of Default of Seller unlessupon its occurrence but shall be subject to cure within 90 Days after the date of written notice from Buyers to Seller: the Commercial Operation Date is not achieved by Required Commercial Operation Date (as extended under Section 4.1(B)). (1E) It shall not be an Event of Default of Seller hereunder if Seller does not produce a specified amount of Solar Energy Output or Renewable Energy Benefits. (F) Seller shall have cured not be liable for or deemed in breach of this Agreement to the same within thirty (30) days after receipt extent the performance of its obligations under this PPA is delayed or prevented by a Seller of written notice thereof from BPA or (2) Seller has filed in good faith a Billing Dispute with respect to such unpaid amounts and complied with Section 8(d)Delivery Excuse.

Events of Default of Seller. (1A) The occurrence of any Any of the following shall constitute an immediate Event of Default without the opportunity to cureof Seller upon its occurrence and no cure period shall be applicable: (i) Seller Seller’s dissolution or liquidation; (ii) Seller assignment of this Agreement or any of its rights under it for the benefit of creditors; (iii) Seller abandonment of construction and/or operation of the Facility; and (iv) Seller Seller’s filing of a petition in voluntary bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act law of any state, or Seller voluntarily taking advantage of any such law or act by answer or otherwise; (iii) The sale of Solar Energy Output by Seller to a third party, or diversion by Seller for any use of Solar Energy Output committed to Buyers by Seller, other than during any Event of Default of a Buyer or during any period during which a Buyer does not take delivery of Solar Energy Output as described herein; and. (2iv) The occurrence Seller’s failure to establish and maintain the Seller Credit Support in accordance with Article 11. (B) Seller’s failure to make any payment due hereunder (subject to Seller’s rights with respect to disputed payments under Article 9) that is not cured within thirty (30) Days after Seller’s receipt of any notice of such nonpayment from Buyers shall constitute an Event of Default of Seller. (C) Seller’s failure to cause, as required in Section 4.1(G), the Seller Credit Support to be replaced, amended or restored, such that the aggregate amount of the Seller Credit Support is equal to the Required Seller Credit Support Amount that is not cured within thirty (30) Days after Seller’s receipt of notice of such failure from Buyers shall constitute an Event of Default of Seller. (D) Seller’s material noncompliance with Section 10.3 that is not cured within sixty (60) Days after Seller’s receipt of notice of such material noncompliance from Buyers shall constitute an Event of Default of Seller; provided that such material noncompliance must, in order to constitute an Event of Default as described in this Section 12.1(D), consist of one or more acts or omissions of Seller described in Buyer’s notice to Seller regarding such material noncompliance. For the avoidance of doubt, mere failure to meet Guaranteed Availability shall not constitute material noncompliance for purposes of this Section 12.1(D). (E) Any of the following shall constitute an Event of Default of Seller unless Seller upon its occurrence but shall have cured be subject to cure within sixty (60) Days after the same within ninety (90) days after receipt by Seller date of written notice thereof from BPABuyers to Seller and the Financing Parties: (i) Seller’s failure to meet Abandonment of the Completion Date as set forth in Section 6(a) (subject to the extensions of time available to Seller under Section 6(a))Facility; (ii) Seller’s assignment of this Agreement or any of Seller’s rights under this Agreement or the sale or transfer of voting control of Seller or Seller’s sale or other transfer of any material portion of its interest PPA except as permitted in the Facility without obtaining BPA’s prior written consent pursuant to Section 18accordance with Article 19; (iii) Any representation or warranty made by Seller in this PPA shall prove to have been false or misleading in any material respect when made and such misrepresentation or breach of warranty would reasonably be expected to result in a material adverse impact on Buyers; (iv) The filing of a an involuntary case in bankruptcy or any proceeding under any other insolvency law against Seller as debtor or its parent or any other affiliate that could materially impact Seller’s ability to perform its obligations hereunder; provided, however, that Seller does not obtain a stay or dismissal of the filing within ninety (90) days of the date of such filing; (iv) After the Completion Date, Seller tampering with or adjustment of the Metering Devices for the BPA Wind Turbines in ways not expressly permitted by Sections 5(c)(2) and 5(c)(3); (v) After the Completion Date, the sale by Seller to a third party, or diversion by Seller for any use, of the Energy Output committed to BPA by Seller absent BPA’s prior written consent to such diversion or use; (vi) After the Completion Date, Seller’s failure to maintain in effect any material agreements required to deliver the Energy Output to the Point of Delivery; (vii) Commencing on the first (1st) anniversary of the Completion Date, Seller’s failure to use commercially reasonable efforts to obtain, for the BPA Wind Turbines, an average Availability Factor greater than seventy-five percent (75%) in the immediately preceding twelve (12) consecutive months; provided that such failure is not the result of Force Majeure; (viii) Seller’s failure to acquire or maintain permits needed to construct and operate the Facility; (ix) Seller’s failure to acquire or maintain land rights needed to access, construct, and operate the Facilitycure period; or (xv) Seller’s failure to comply with any other material obligation of Seller under this AgreementPPA, which would result in a material adverse impact on one or both Buyers. (3F) Seller’s failure to make any payment when required under this Agreement It shall constitute not be an Event of Default of Seller unlesshereunder if Seller does not produce a specified amount of Solar Energy Output or Renewable Energy Benefits. (1G) Seller shall have cured not be liable for or deemed in breach of this Agreement to the same within thirty (30) days after receipt extent the performance of its obligations under this PPA is delayed or prevented by a Seller of written notice thereof from BPA or (2) Seller has filed in good faith a Billing Dispute with respect to such unpaid amounts and complied with Section 8(d)Delivery Excuse.

Events of Default of Seller. (1A) The occurrence of any Any of the following shall constitute an immediate “Event of Default without the opportunity to cureDefault” of Seller upon its occurrence and no cure period shall be applicable: (i1) Seller Seller’s dissolution or liquidation; (ii2) Seller Seller’s assignment of this Agreement REPA or any of its rights under it hereunder for the benefit of creditors; (iii3) Seller abandonment of construction and/or operation of the Facility; and (iv) Seller Seller’s filing of a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or Seller voluntarily taking advantage of any such law or act by answer or otherwise.; or (24) The occurrence of any of the following shall constitute an Event of Default of Seller unless Seller shall have cured the same within ninety (90) days after receipt by Seller of written notice thereof from BPA: (i) Seller’s failure to meet the Completion Date as set forth in Section 6(a) (subject to the extensions of time available to Seller under Section 6(a)); (ii) Seller’s assignment of this Agreement or any of Seller’s rights under this Agreement or the sale or transfer of voting control of Seller or Seller’s sale or other transfer of any material portion of its interest in the Facility without obtaining BPA’s prior written consent pursuant to Section 18; (iii) The filing of a case in bankruptcy or any proceeding under any other insolvency law against Seller as debtor or its parent or any other affiliate that could materially impact Seller’s ability to perform its obligations hereunder; provided, however, that Seller does not obtain a stay or dismissal of the filing within ninety (90) days of the date of such filing; (iv) After the Completion Date, Seller tampering with or adjustment of the Metering Devices for the BPA Wind Turbines in ways not expressly permitted by Sections 5(c)(2) and 5(c)(3); (v) After the Completion Date, the sale by Seller to a third party, or diversion by Seller for any use, of the Renewable Energy Output Products committed to BPA Purchaser by Seller. (B) Seller’s failure to make any payment required under this REPA (net of any other rights of offset that Seller absent BPA’s prior may have pursuant to this REPA), shall constitute an Event of Default of Seller if not cured within ten (10) Days after the date of written consent notice from Purchaser to such diversion or useSeller as provided for in Section 10.1: (C) Any of the following shall constitute an Event of Default of Seller if not cured within thirty (30) Days after the date of written notice from Purchaser to Seller as provided for in Section 10.1: (1) Abandonment; (vi2) After the Completion Date, Seller’s failure to maintain in effect any material agreements required to deliver the Renewable Energy Output committed to Purchaser hereunder to the Point of DeliveryDelivery pursuant to Section 4.4, including the Interconnection Agreement; (vii) Commencing on the first (1st) anniversary of the Completion Date, Seller’s failure to use commercially reasonable efforts to obtain, for the BPA Wind Turbines, an average Availability Factor greater than seventy-five percent (75%) in the immediately preceding twelve (12) consecutive months; provided that such failure is not the result of Force Majeure; (viii) Seller’s failure to acquire or maintain permits needed to construct and operate the Facility; (ix) Seller’s failure to acquire or maintain land rights needed to access, construct, and operate the Facility; or (x3) Seller’s failure to comply with any other material obligation under this Agreement. (3) Seller’s failure to make any payment when required under REPA, other than as expressly specified in this Agreement Article 9, which would result in a material adverse impact on Purchaser shall constitute an Event of Default of Seller unless (1) Seller shall have if not cured the same within thirty (30) days Days after receipt by Seller the date of written notice thereof from BPA Purchaser to Seller as provided for in Section 10.1; (4) Seller’s assignment of this REPA, or Seller’s sale or transfer of its interest, or any part thereof, in the Facility, except as permitted in accordance with Article 15; or (25) Any representation or warranty made by Seller has filed in good faith this REPA shall prove to have been false in any material respect when made, except to the extent expressly limited to the time when made, or ceases to remain true during the Term if such cessation would reasonably be expected to result in a Billing Dispute material adverse impact on Purchaser, and shall constitute an Event of Default of Seller if not cured within thirty (30) Days after the date of written notice from Purchaser to Seller as provided for in Section 10.1. (6) Failure to provide a reasonable mitigation plan in the event of a Facility Availability failure in accordance with respect to such unpaid amounts and complied with the criteria established in Section 8(d)5.7.

Events of Default of Seller. (1) The occurrence of any Any of the following shall constitute an immediate “Event of Default” of Seller: 11.1.1 Seller’s Abandonment of the Facility; 11.1.2 Seller’s failure to achieve the COD by the Commercial Operation Milestone and Seller has failed to cure such failure within one hundred eighty (180) Days after such Milestone for reasons other than Force Majeure or a delay or Event of Default without by MP, provided that if during such one hundred (180) Day period Seller provides a written opinion from a mutually agreeable independent engineer that the opportunity COD can reasonably be achieved within an additional ninety (90) Day period, then Seller shall be allowed a total period not to cure: exceed two hundred seventy (i270) Seller dissolution or liquidationDays after the Commercial Operation Milestone to achieve the COD; (ii) Seller 11.1.3 Seller’s assignment of this Agreement PPA or any of its rights under it hereunder for the benefit of creditorscreditors (except for an assignment to Financier as security under the Financing Documents as permitted by this PPA); (iii) Seller abandonment of construction and/or operation of the Facility; and (iv) Seller 11.1.4 Seller’s filing of a petition in bankruptcy or insolvency for dissolution or for reorganization or arrangement liquidation under the bankruptcy laws of the United States or under any insolvency act of any state, or the filing of such a petition by another Person against Seller voluntarily taking advantage of any such law seeking dissolution or act by answer or otherwise. (2) The occurrence of any liquidation, and Seller’s failure to obtain the dismissal of the following shall constitute an Event of Default of Seller unless Seller shall have cured the same petition within ninety (90) days after receipt by Seller of written notice thereof from BPA: (i) Seller’s failure to meet the Completion Date as set forth in Section 6(a) (subject to the extensions of time available to Seller under Section 6(a))Days; (ii) Seller’s assignment of this Agreement or any of Seller’s rights under this Agreement or the sale or transfer of voting control of Seller or Seller’s sale or other transfer of any material portion of its interest in the Facility without obtaining BPA’s prior written consent pursuant to Section 18; (iii) 11.1.5 The filing of a case in bankruptcy or any proceeding under any other insolvency law against Seller as debtor or its parent or any other affiliate that could materially impact Seller’s ability to perform its obligations hereunder; provided, however, that Seller does not obtain a stay or dismissal of the filing within ninety (90) days of the date of such filing; (iv) After the Completion Date, Seller tampering with or adjustment of the Metering Devices for the BPA Wind Turbines in ways not expressly permitted by Sections 5(c)(2) and 5(c)(3); (v) After the Completion Date, the sale by Seller to a third party, or diversion by Seller for any useuse by a third party, of the Energy Output committed Accreditable Capacity, Contract Energy, or any associated Green Tags to BPA by Seller absent BPA’s prior written consent to such diversion or usewhich MP is entitled under this PPA except as expressly allowed under this Agreement; (vi) After the Completion Date, 11.1.6 Seller’s failure to establish and maintain the funding of the Security as and in effect any material agreements required to deliver the Energy Output to the Point of Deliveryamounts required; (vii) Commencing on the first (1st) anniversary of the Completion Date, 11.1.7 Seller’s failure to use commercially reasonable efforts make any payment required under this PPA unless such payment is subject to obtaina good-faith dispute; 11.1.8 Seller’s assignment of this PPA, for the BPA Wind Turbinesor Seller’s sale or transfer of its interest, an average Availability Factor greater than seventy-five percent (75%) or any part thereof, in the immediately preceding twelve (12) consecutive months; Facility, except as permitted by this Agreement to the extent such assignment is not deemed void; 11.1.9 Any representation or warranty made by Seller in this PPA shall prove to have been false or misleading in any material respect when made or any covenant made by Seller ceases to remain true during the Term if such cessation would reasonably be expected to result in a material adverse impact on MP, provided that such failure is Seller shall have a reasonable time not exceeding thirty (30) Days to correct the result of Force Majeure;false or misleading condition; and/or (viii) Seller’s failure to acquire or maintain permits needed to construct and operate the Facility; (ix) Seller’s failure to acquire or maintain land rights needed to access, construct, and operate the Facility; or (x) 11.1.10 Seller’s failure to comply with any other material obligation under this AgreementPPA, which would result in a material adverse impact on MP that does not constitute a separate event of default or provide for an exclusive remedy or liquidated damages. (3) Seller’s failure to make any payment when required under this Agreement shall constitute an Event of Default of Seller unless (1) Seller shall have cured the same within thirty (30) days after receipt by Seller of written notice thereof from BPA or (2) Seller has filed in good faith a Billing Dispute with respect to such unpaid amounts and complied with Section 8(d).

Events of Default of Seller. (1) The occurrence of any 12.1.1 Any of the following shall constitute an immediate Event of Default without the opportunity to cureof Seller upon its occurrence and no cure period shall be applicable: (i) Seller A. Seller’s dissolution or liquidation; (ii) Seller B. Seller’s assignment of this Agreement or any of its rights under it for the benefit of creditors;; and/or (iii) Seller abandonment of construction and/or operation of the Facility; and (iv) Seller C. Seller’s filing of a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or Seller voluntarily taking advantage of any such law or act by answer or otherwise. (2) The occurrence of any 12.1.2 Any of the following shall constitute an Event of Default of Seller upon its occurrence unless Seller shall have cured the same within ninety thirty (9030) days after receipt by Seller the date of written notice thereof from BPASDG&E to Seller as provided for in Section 13.1: (i) A. Seller’s failure to meet maintain in effect any material Agreements required to deliver Contract Capacity and Demand Reduction of any Participating Facility; or B. Seller’s failure to comply with any other material obligation under this Agreement, which would result in an adverse impact on SDG&E; and/or C. Seller’s failure to provide SDG&E a letter of credit pursuant to Article 22. 12.1.3 Any of the Completion Date following shall constitute an Event of Default of Seller upon its occurrence unless cured within sixty (60) days after the date of written notice from SDG&E to Seller as set forth provided in Section 6(a) (subject 13.1: A. Seller’s failure to the extensions of time available to Seller make any payment required under Section 6(a))this Agreement; (ii) B. Seller’s assignment of this Agreement or any of Seller’s rights under this Agreement or the sale or transfer of voting control of Agreement, except as authorized herein, without Seller or Seller’s sale or other transfer of any material portion of its interest in the Facility without first obtaining BPASDG&E’s prior written consent pursuant to Section 18(which consent will not be unreasonably withheld); (iii) C. Any material misrepresentation by Seller related to this Agreement; and/or D. The filing of a case in bankruptcy or any proceeding under any other insolvency law against Seller as debtor or its parent or any other affiliate that could could. materially impact Seller’s ability to perform its obligations hereunder; provided, however, that Seller does not obtain a stay or dismissal of the filing within ninety (90) days of the date of such filing; (iv) After the Completion Date, Seller tampering with or adjustment of the Metering Devices for the BPA Wind Turbines in ways not expressly permitted by Sections 5(c)(2) and 5(c)(3); (v) After the Completion Date, the sale by Seller to a third party, or diversion by Seller for any use, of the Energy Output committed to BPA by Seller absent BPA’s prior written consent to such diversion or use; (vi) After the Completion Date, Seller’s failure to maintain in effect any material agreements required to deliver the Energy Output to the Point of Delivery; (vii) Commencing on the first (1st) anniversary of the Completion Date, Seller’s failure to use commercially reasonable efforts to obtain, for the BPA Wind Turbines, an average Availability Factor greater than seventy-five percent (75%) in the immediately preceding twelve (12) consecutive months; provided that such failure is not the result of Force Majeure; (viii) Seller’s failure to acquire or maintain permits needed to construct and operate the Facility; (ix) Seller’s failure to acquire or maintain land rights needed to access, construct, and operate the Facility; or (x) Seller’s failure to comply with any other material obligation under this Agreementcure period. (3) Seller’s failure to make any payment when required under this Agreement shall constitute an Event of Default of Seller unless (1) Seller shall have cured the same within thirty (30) days after receipt by Seller of written notice thereof from BPA or (2) Seller has filed in good faith a Billing Dispute with respect to such unpaid amounts and complied with Section 8(d).

Events of Default of Seller. (A) The following shall constitute Events of Default of Seller upon their occurrence and no cure period shall be applicable: (1) Seller's failure to achieve a milestone by the applicable Milestone Deadline Date, (2) Seller's failure to commence Combustion Turbine Commercial Operation by the Combustion Turbine Commercial Operation Deadline Date, (3) Seller's failure to commence Cogeneration Commercial Operation by the Cogeneration Commercial Operation Deadline Date. (B) The occurrence of any of the following shall constitute Events of Default of Seller upon their occurrence unless cured within thirty (30) days, in the case of defaults (1) and (2), or within sixty (60) days, in the case of defaults (3) through (13), after the date of written notice from Southwestern as provided for in Section 10.1, provided that, if any default under (9) through (13) hereof cannot be cured within sixty (60) days with exercise of due diligence, and if Seller within such period submits to Southwestern a plan reasonably designed to correct the default within a reasonable additional period of time not to exceed six (6) months, then an immediate Event of Default without shall not exist unless Seller fails to diligently pursue such cure or fails to cure such default within the opportunity to cureadditional period of time specified by the plan: (i1) Seller Seller's failure to initiate and maintain funding of the Completion Security Fund set forth in Article 6, to the levels, and upon the timing, specified; (2) Seller's failure to make any payment due Southwestern for damages pursuant to this Agreement; (3) Seller's dissolution or liquidation; (ii4) Seller Seller's assignment of this Agreement or any of its rights under it for the benefit of creditors, provided that, the foregoing shall not be grounds for default if, pursuant to applicable law and with any required court approval, this Agreement is assumed by a trustee or assignee permitted pursuant to Section 15.1; (iii) Seller abandonment of construction and/or operation of the Facility; and (iv) Seller filing of a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or Seller voluntarily taking advantage of any such law or act by answer or otherwise. (2) The occurrence of any of the following shall constitute an Event of Default of Seller unless Seller shall have cured the same within ninety (90) days after receipt by Seller of written notice thereof from BPA: (i) Seller’s failure to meet the Completion Date as set forth in Section 6(a) (subject to the extensions of time available to Seller under Section 6(a)); (ii) Seller’s assignment of this Agreement or any of Seller’s rights under this Agreement or the sale or transfer of voting control of Seller or Seller’s sale or other transfer of any material portion of its interest in the Facility without obtaining BPA’s prior written consent pursuant to Section 18; (iii5) The filing of a case in bankruptcy or any proceeding under any other insolvency law against Seller as debtor or its parent or any other affiliate that could materially impact Seller’s 's ability to perform its obligations hereunder; perform, provided, however, that Seller does not shall be given sixty (60) days from the date of such filing by a third party in which to obtain a stay or dismissal prior to this provision constituting an Event of Default and provided further that, the filing within ninety foregoing shall not be grounds for default if, pursuant to applicable law and with any required court approval, this Agreement is assumed by an assignee permitted pursuant to Section 15.1. (906) days Seller's assignment of this Agreement or any of Seller's rights under the date Agreement or the sale or transfer of such filingany interest in Seller without obtaining Southwestern's prior written consent pursuant to Article 15, or Seller's sale or other transfer of its interest or any part thereof in the Facility without complying with the requirements of Articles 7 and 15; (iv7) After the Completion Date, Seller Seller's tampering with or adjustment Southwestern's Interconnection Facilities (unless such Facilities are owned by Seller pursuant to the terms of the Metering Devices for the BPA Wind Turbines in ways not expressly permitted by Sections 5(c)(2this Agreement) and 5(c)(3)without Southwestern's express consent; (v) After the Completion Date, the 8) The sale by Seller to a third party, or diversion by Seller for any use, of the electrical Capacity or Energy Output committed to BPA Southwestern by Seller; or, the diversion or sale by Seller absent BPA’s of thermal energy (other than the thermal energy required under the Xxxxxxxx Steam Agreement or Seller's agreement with a subsequent steam host) necessary to produce the electrical Capacity or Energy committed to Southwestern under this Agreement; or the use of Seller's Interconnection Facilities for any purpose other than the transmission of electric Energy and Capacity to Southwestern, without the prior express written consent approval of Southwestern subject to such diversion or useSouthwestern's open access tariff on file with the FERC; (vi9) After the Completion Date, Seller’s failure to maintain Any representation made by Seller under Section 12.1 shall be false in effect any material agreements required to deliver the Energy Output to the Point of Deliveryrespect; (vii10) Commencing on the first (1st) anniversary of the Completion Date, Seller’s 's material failure to use commercially reasonable efforts to obtain, comply with Southwestern's Dispatch provided for the BPA Wind Turbines, an average Availability Factor greater than seventy-five percent (75%) in the immediately preceding twelve (12) consecutive months; provided that such failure is not the result of Force MajeureSection 9.5 and Attachment H; (viii11) Seller’s failure to acquire or maintain permits needed to construct and operate the Facility; (ix) Seller’s failure to acquire or maintain land rights needed to access, construct, and operate the Facility; or (x) Seller’s 's failure to comply with any other material obligation under this Agreement.; (312) Seller’s 's failure to make any payment when required under this Agreement shall constitute an Event of Default of Seller unlessattain a twelve (12) month rolling average AF greater than 0.600 for thirteen (13) consecutive months; and (113) Seller shall have cured For any reason other than an Excused Outage, Seller's failure to attain a Combustion Turbine Contract Capacity equal to 112 MW or Cogeneration Contract Capacity equal to 130 MW which failure continues during all subsequent tests under Section 2.6 in the same within thirty twelve (3012) days after receipt by Seller months next following the date of written notice thereof from BPA such first test below 112 MW or (2) Seller has filed in good faith a Billing Dispute with respect to such unpaid amounts and complied with Section 8(d)130 MW, as applicable.

Events of Default of Seller. ‌ (1A) The occurrence of any Any of the following shall constitute an immediate Event of Default without the opportunity to cureof Seller upon its occurrence and no cure period shall be applicable: (i) Seller Seller’s dissolution or liquidation; (ii) Seller assignment of this Agreement or any of its rights under it for the benefit of creditors; (iii) Seller abandonment of construction and/or operation of the Facility; and (iv) Seller Seller’s filing of a petition in voluntary bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act law of any state, or Seller voluntarily taking advantage of any such law or act by answer or otherwise; (iii) The sale of Solar Energy Output by Seller to a third party, or diversion by Seller for any use of Solar Energy Output committed to Buyers by Seller other than in mitigation of damages for any breach by a Buyer of this PPA or during any period during which a Buyer does not take delivery of Solar Energy Output as described herein; and. (2iv) The occurrence Seller’s failure to establish and maintain the Seller Credit Support in accordance with Article 11. (B) Seller’s failure to make any payment due hereunder (subject to Seller’s rights with respect to disputed payments under Article 9) that is not cured within thirty (30) Days after Seller’s receipt of any notice of such nonpayment from Buyers shall constitute an Event of Default of Seller. (C) Any of the following shall constitute an Event of Default of Seller unless Seller upon its occurrence but shall have cured be subject to cure within sixty (60) Days after the same within ninety (90) days after receipt by Seller date of written notice thereof from BPABuyers to Seller and the Financing Parties: (i) Seller’s failure to meet Abandonment of the Completion Date as set forth in Section 6(a) (subject to the extensions of time available to Seller under Section 6(a))Facility; (ii) Seller’s assignment of this Agreement or any of Seller’s rights under this Agreement or the sale or transfer of voting control of Seller or Seller’s sale or other transfer of any material portion of its interest PPA except as permitted in the Facility without obtaining BPA’s prior written consent pursuant to Section 18accordance with Article 19; (iii) Any representation or warranty made by Seller in this PPA shall prove to have been false or misleading in any material respect when made and such misrepresentation or breach of warranty would reasonably be expected to result in a material adverse impact on Buyers; (iv) The filing of a an involuntary case in bankruptcy or any proceeding under any other insolvency law against Seller as debtor or its parent or any other affiliate that could materially impact Seller’s ability to perform its obligations hereunder; provided, however, that Seller does not obtain a stay or dismissal of the filing within ninety (90) days of the date of such filing; (iv) After the Completion Date, Seller tampering with or adjustment of the Metering Devices for the BPA Wind Turbines in ways not expressly permitted by Sections 5(c)(2) and 5(c)(3)cure period; (v) After the Completion Date, the sale by Seller to a third party, or diversion by Seller for any use, of the Energy Output committed to BPA by Seller absent BPA’s prior written consent to such diversion or use; (vi) After the Completion Date, Seller’s failure to maintain in effect any material agreements required to deliver the Energy Output to the Point of Delivery; (vii) Commencing on the first (1st) anniversary of the Completion Date, Seller’s failure to use commercially reasonable efforts to obtain, for the BPA Wind Turbines, an average Availability Factor greater than seventy-five percent (75%) in the immediately preceding twelve (12) consecutive months; provided that such failure is not the result of Force Majeure; (viii) Seller’s failure to acquire or maintain permits needed to construct and operate the Facility; (ix) Seller’s failure to acquire or maintain land rights needed to access, construct, and operate the Facility; or (x) Seller’s failure to comply with any other material obligation of Seller under this Agreement.PPA, which would result in a material adverse impact on one or both Buyers; (3vi) Seller’s failure to make any payment when required under this Agreement comply with Section 10.3; or (vii) An Availability Satisfactory Day does not occur within an Availability Default Period.‌ (D) The following shall constitute an Event of Default of Seller unlessupon its occurrence but shall be subject to cure within 90 Days after the date of written notice from Buyers to Seller: the Commercial Operation Date is not achieved by Required Commercial Operation Date (as extended under Section 4.1(B)). (1E) It shall not be an Event of Default of Seller hereunder if Seller does not produce a specified amount of Solar Energy Output or Renewable Energy Benefits. (F) Seller shall have cured not be liable for or deemed in breach of this Agreement to the same within thirty (30) days after receipt extent the performance of its obligations under this PPA is delayed or prevented by a Seller of written notice thereof from BPA or (2) Seller has filed in good faith a Billing Dispute with respect to such unpaid amounts and complied with Section 8(d)Delivery Excuse.