Common use of Owner Rights Upon Contractor Default Clause in Contracts

Owner Rights Upon Contractor Default. If Contractor shall at any time: (i) fail to commence the Work in accordance with the provisions of this Agreement; (ii) abandon the Work; (iii) repudiate or fail to materially comply with any of its material obligations under this Agreement; (iv) be in Default pursuant to Section 21.7; (v) fail to maintain insurance required under this Agreement; (vi) materially disregard Applicable Law or Applicable Standards and Codes; or (vii) itself or the Guarantor experience an Insolvency Event (each of the foregoing being a “Default”) then, Owner has the right (without prejudice to any other rights under the Agreement) to provide written notice to Contractor specifying the nature of the Default and demanding that such Default be cured. If: (a) with respect to any clause above (with the exception of clause (vii), which shall have no cure period in the event of a Contractor Insolvency Event, and with respect to an Insolvency Event for Guarantor, shall have the cure period specified below) (1) Contractor fails to cure such Default within thirty (30) Days after receipt of such notice or, (2) if the Default cannot be cured within such thirty (30) Day period through the diligent exercise of all commercially practicable efforts, Contractor fails to diligently exercise all commercially practicable efforts to cure such condition or fails to cure such condition within ninety (90) Days after receipt of such notice to cure such Default; or (b) Contractor experiences an Insolvency Event, Owner, in the event of (a) or (b), at its sole option and, without prejudice to any other rights that it has under this Agreement and, upon notice to Contractor, may (y) take such steps as are reasonably necessary to overcome the Default condition, in which case Contractor shall be liable to Owner for any and all reasonable costs and expenses incurred by Owner in connection therewith, or (z) terminate for Default Contractor’s performance of all of the Work. If Guarantor experiences an Insolvency Event, Contractor shall within thirty (30) Days after receipt of Owner’s notice provide either (A) a replacement Parent Guarantee by an Affiliate of Contractor, which such form Parent Guarantee shall be in the same form as set forth in Attachment FF and the Affiliate of Contractor being subject to the approval of Owner and Owner’s Lender(s), or (B) security in the form of a surety bond, letter of credit or bank guarantee in a form and amount reasonably required by Lender(s) and Owner, taking into consideration the status of the Project at the time of the Insolvency Event and providing sufficient protection to complete the Work and satisfy all liabilities and obligations of Contractor under this Agreement.

Owner Rights Upon Contractor Default. If Contractor shall at any time: time (i) fail to prosecute the Work in a diligent, efficient, workmanlike, skillful and safe manner; (ii) fail to commence the Work in accordance with the provisions of this Agreement; (iiiii) abandon the WorkProject; (iiiiv) repudiate or fail to materially comply with any of its material obligations under this the Agreement; (ivv) fail to use an adequate amount or quality of personnel or Construction Equipment to perform and complete the Project without delay; (vi) be in Default pursuant to Section 21.7Sections 3.6, 6.1C or 19.6; (vvii) fail to maintain insurance required under this Agreement; (viviii) make changes to Key Personnel in violation of the provisions in Section 2.2; (ix) fail to discharge liens filed by any Subcontractor as required under this Agreement; (x) cause, by any action or omission, any material stoppage or delay of or interference with the work of Owner or its other contractors or subcontractors; (xi) be guilty of willful misconduct; (xii) fail to make payment to Subcontractors for labor or Equipment owed in accordance with the respective Subcontracts; (xiii) disregard Applicable Law; (xiv) materially disregard Applicable Law or Applicable Standards and Codesfail to comply with any provision of this Agreement; or (viixv) itself become insolvent, have a receiver appointed, make a general assignment or filing for the Guarantor experience an Insolvency Event benefit of its creditors or file for bankruptcy protection, in which such case of insolvency, receivership or assignment the cure provisions found below shall not apply, (each of the foregoing being a “Default”) then, Owner has the right then (without prejudice to any other rights under the Agreement) to provide following Owner’s written notice to Contractor specifying the general nature of the Default and demanding that such Default be cured. If: (a) with respect to any clause above (with the exception of clause (vii)Default, which shall have no cure period unless in the event of a Contractor Insolvency Event, and with respect to an Insolvency Event for Guarantor, shall have any of the cure period specified belowitems (i) through (1xv) Contractor fails to cure such Default within thirty (30) Days after receipt of such notice or, (2) if the Default cannot be cured within such thirty (30) Day period through the diligent exercise of all commercially practicable effortsabove, Contractor fails to diligently exercise all commercially practicable efforts to cure such condition or fails to cure cures such condition within ninety seven (907) Days after receipt of such notice to cure such Default; or (bDays) Contractor experiences an Insolvency Event, Owner, in the event of (a) or (b), at its sole option and, without prejudice to any other rights that it has under this Agreement Agreement, at law or in equity and, upon without further notice to Contractor, may (ya) take such steps as are reasonably necessary to overcome the Default condition, in which case Contractor shall be liable to Owner for any and all reasonable costs costs, damages, losses and expenses (including all attorneys’ fees and litigation expenses) incurred by Owner in connection therewith, or (zb) terminate for Default Contractor’s performance of all or any part of the Work. If Guarantor experiences an Insolvency Event, Contractor shall within thirty (30) Days after receipt of Owner’s notice provide either (A) a replacement Parent Guarantee by an Affiliate of Contractor, which such form Parent Guarantee shall be in the same form as set forth in Attachment FF and the Affiliate of Contractor being subject to the approval of Owner and Owner’s Lender(s), or (B) security in the form of a surety bond, letter of credit or bank guarantee in a form and amount reasonably required by Lender(s) and Owner, taking into consideration the status of the Project at the time of the Insolvency Event and providing sufficient protection to complete the Work and satisfy all liabilities and obligations of Contractor under this Agreement.

Owner Rights Upon Contractor Default. If Contractor shall at any time: (i) fail to commence the Work in accordance with the provisions of this Agreement; (ii) abandon the Work; (iii) fail to achieve Substantial Completion within one hundred and eighty (180) Days after the Guaranteed Substantial Completion Date (as adjusted by Change Order); (iv) repudiate or fail to materially comply with any of its material obligations under this Agreement; (ivv) be in Default pursuant to Section 21.7; (vvi) fail to maintain insurance required under this Agreement; (vivii) materially disregard Applicable Law or Applicable Standards and Codes; or (viiviii) itself or the Guarantor experience an Insolvency Event (each of the foregoing being a “Default”) then, Owner has the right (without prejudice to any other rights under the Agreement) to provide written notice to Contractor specifying the nature of the Default and demanding that such Default be cured. If: (a) with respect to any clause above (with the exception of clause (viiviii), which shall have no cure period in the event of a Contractor Insolvency Event, and with respect to an Insolvency Event for Guarantor, shall have the cure period specified below) (1) Contractor fails to cure such Default within thirty (30) Days after receipt of such notice or, (2) if the Default cannot be cured within such thirty (30) Day period through the diligent exercise of all commercially practicable efforts, Contractor fails to diligently exercise all commercially practicable efforts to cure such condition or fails to cure such condition within ninety (90) Days after receipt of such notice to cure such Default; or (b) Contractor experiences an Insolvency Event, Owner, in the event of (a) or (b), at its sole option and, without prejudice to any other rights that it has under this Agreement and, upon notice to Contractor, may (y) take such steps as are reasonably necessary to overcome the Default condition, in which case Contractor shall be liable to Owner for any and all reasonable costs and expenses (including all reasonable attorneys’ fees, consultant fees and arbitration expenses) incurred by Owner in connection therewith, or (z) terminate for Default Contractor’s performance of all of the Work. If Guarantor experiences an Insolvency Event, Contractor shall within thirty (30) Days after receipt of Owner’s notice provide either (A) a replacement Parent Guarantee by an Affiliate of Contractor, which such form Parent Guarantee shall be in the same form as set forth in Attachment FF and the Affiliate of Contractor being subject to the approval of Owner and Owner’s Lender(s), or (B) security in the form of a surety bond, letter of credit or bank guarantee in a form and amount reasonably required by Lender(s) and Owner, taking into consideration the status of the Project at the time of the Insolvency Event and providing sufficient protection to complete the Work and satisfy all liabilities and obligations of Contractor under this Agreement.

Owner Rights Upon Contractor Default. If Contractor shall at any time: (i) fail fails to commence the Work in accordance with the provisions of this Agreement; (ii) abandon abandons the Work; (iii) repudiate repudiates or fail fails to materially comply with any of its material obligations under this Agreement; (iv) be is in Default pursuant to Section 21.7; (v) fail fails to maintain insurance required under this Agreement; (vi) materially disregard disregards Applicable Law or Applicable Standards and Codes; (vii) fails to achieve the Minimum Acceptance Criteria within twelve (12) months (or the additional twelve (12) months granted by Owner) in accordance with Section 11.5B; or (viiviii) itself or the Guarantor experience experiences an Insolvency Event (each of the foregoing being a “Default”) then, Owner has the right (without prejudice to any other rights under the this Agreement) to provide written notice to Contractor specifying the nature of the Default and demanding that such Default be cured. If: (a) with respect to any clause above (with the exception of clause (vii), which shall have no cure period in the event of Contractor’s failure to achieve the Minimum Acceptance Criteria in accordance with Section 11.5B, and clause (viii), which shall have no cure period in the event of a Contractor Insolvency Event, and with respect to an Insolvency Event for Guarantor, which shall have the cure period specified below) (1) Contractor fails to cure such Default within thirty (30) Days after receipt of such notice or, (2) if the Default cannot be cured within such thirty (30) Day period through the diligent exercise of all commercially practicable efforts, Contractor fails to diligently exercise all commercially practicable efforts to cure such condition or fails to cure such condition within ninety (90) Days after receipt of such notice to cure such Default; or (b) Contractor experiences an Insolvency Event, Owner, in the event of (a) or (b), at its sole option and, without prejudice to any other rights that it has under this Agreement and, upon notice to Contractor, may (y) take such steps as are reasonably necessary to overcome the Default condition, in which case Contractor shall be liable to Owner for any and all reasonable costs and expenses incurred by Owner in connection therewith, or (z) terminate for Default Contractor’s performance of all of the Work. If Guarantor experiences an Insolvency Event, Contractor shall within thirty (30) Days after receipt of Owner’s notice provide either (A) a replacement Parent Guarantee by an Affiliate of Contractor, which such form Parent Guarantee shall be in the same form as set forth in Attachment FF 32 and the Affiliate of Contractor being subject to the approval of Owner and Owner’s Lender(s), or (B) security in the form of a surety bond, letter of credit or bank guarantee in a form and amount reasonably required by Lender(s) and Owner, taking into consideration the status of the Project 3 at the time of the Insolvency Event and providing sufficient protection to complete the Work and satisfy all liabilities and obligations of Contractor under this Agreement.

Owner Rights Upon Contractor Default. If Contractor shall at any time: (i) fail fails to commence the Work in accordance with the provisions of this Agreement; (ii) abandon abandons the Work; (iii) repudiate repudiates or fail fails to materially comply with any of its material obligations under this Agreement; (iv) be is in Default pursuant to Section 21.7; (v) fail fails to maintain insurance required under this Agreement; (vi) materially disregard disregards Applicable Law or Applicable Standards and Codes; (vii) fails to achieve the Minimum Acceptance Criteria within twelve (12) months (or the additional twelve (12) months granted by Owner) in accordance with Section 11.5B; or (viiviii) itself or the Guarantor experience experiences an Insolvency Event (each of the foregoing being a “Default”) then, Owner has the right (without prejudice to any other rights under the this Agreement) to provide written notice to Contractor specifying the nature of the Default and demanding that such Default be cured. If: (a) with respect to any clause above (with the exception of clause (vii), which shall have no cure period in the event of Contractor’s failure to achieve the Minimum Acceptance Criteria in accordance with Section 11.5B, and clause (viii), which shall have no cure period in the event of a Contractor Insolvency Event, and with respect to an Insolvency Event for Guarantor, which shall have the cure period specified below) (1) Contractor fails to cure such Default within thirty (30) Days after receipt of such notice or, (2) if the Default cannot be cured within such thirty (30) Day period through the diligent exercise of all commercially practicable efforts, Contractor fails to diligently exercise all commercially practicable efforts to cure such condition or fails to cure such condition within ninety (90) Days after receipt of such notice to cure such Default; or (b) Contractor experiences an Insolvency Event, Owner, in the event of (a) or (b), at its sole option and, without prejudice to any other rights that it has under this Agreement and, upon notice to Contractor, may (y) take such steps as are reasonably necessary to overcome the Default condition, in which case Contractor shall be liable to Owner for any and all reasonable costs and expenses incurred by Owner in connection therewith, or (z) terminate for Default Contractor’s performance of all of the Work. If Guarantor experiences an Insolvency Event, Contractor shall within thirty (30) Days after receipt of Owner’s notice provide either (A) a replacement Parent Guarantee by an Affiliate of Contractor, which such form Parent Guarantee shall be in the same form as set forth in Attachment FF 32 and the Affiliate of Contractor being subject to the approval of Owner and Owner’s Lender(s), or (B) security in the form of a surety bond, letter of credit or bank guarantee in a form and amount reasonably required by Lender(s) and Owner, taking into consideration the status of the Project 4 at the time of the Insolvency Event and providing sufficient protection to complete the Work and satisfy all liabilities and obligations of Contractor under this Agreement.

Owner Rights Upon Contractor Default. If Contractor shall at any time: (i) fail fails to commence the Work in accordance with the provisions of this Agreement; (ii) abandon abandons the Work; (iii) repudiate repudiates or fail fails to materially comply with any of its material obligations under this Agreement; (iv) be is in Default pursuant to Section 21.7; (v) fail fails to maintain insurance required under this Agreement; (vi) materially disregard disregards Applicable Law or Applicable Standards and Codes; (vii) fails to achieve the Minimum Acceptance Criteria within twelve (12) months (or the additional twelve (12) months granted by Owner) in accordance with Section 11.5B; or (viiviii) itself or the Guarantor experience experiences an Insolvency Event (each of the foregoing being a “Default”) then, Owner has the right (without prejudice to any other rights under the this Agreement) to provide written notice to Contractor specifying the nature of the Default and demanding that such Default be cured. If: (a) with respect to any clause above (with the exception of clause (vii), which shall have no cure period in the event of Contractor’s failure to achieve the Minimum Acceptance Criteria in accordance with Section 11.5B, and clause (viii), which shall have no cure period in the event of a Contractor Insolvency Event, and with respect to an Insolvency Event for Guarantor, which shall have the cure period specified below) (1) Contractor fails to cure such Default within thirty (30) Days after receipt of such notice or, (2) if the Default cannot be cured within such thirty (30) Day period through the diligent exercise of all commercially practicable efforts, Contractor fails to diligently exercise all commercially practicable efforts to cure such condition or fails to cure such condition within ninety (90) Days after receipt of such notice to cure such Default; or (b) Contractor experiences an Insolvency Event, Owner, in the event of (a) or (b), at its sole option and, without prejudice to any other rights that it has under this Agreement and, upon notice to Contractor, may (y) take such steps as are reasonably necessary to overcome the Default condition, in which case Contractor shall be liable to Owner for any and all reasonable costs and expenses incurred by Owner in connection therewith, or (z) terminate for Default Contractor’s performance of all of the Work. If Guarantor experiences an Insolvency Event, Contractor shall within thirty (30) Days after receipt of Owner’s notice provide either (A) a replacement Parent Guarantee by an Affiliate of Contractor, which such form Parent Guarantee shall be in the same form as set forth in Attachment FF 32 and the Affiliate of Contractor being subject to the approval of Owner and Owner’s Lender(s), or (B) security in the form of a surety bond, letter of credit or bank guarantee in a form and amount reasonably required by Lender(s) and Owner, taking into consideration the status of the Phase 1 Project at the time of the Insolvency Event and providing sufficient protection to complete the Work and satisfy all liabilities and obligations of Contractor under this Agreement.

Owner Rights Upon Contractor Default. If Contractor shall at any time: time (i) fail to prosecute the Work in a diligent or safe manner; (ii) fail to commence the Work in accordance with the provisions of this Agreement; (iiiii) abandon the Project (provided that Contractor’s suspension of the Work in accordance with Section 16.4 shall not be deemed an abandonment of the Work); (iiiiv) expressly repudiate or fail to materially comply with any of its material obligations under this Agreement; (ivv) fail to use an adequate amount or quality of personnel or Construction Equipment to perform and complete the Project without delay; (vi) be in Default pursuant to Section 21.7Sections 5.3.5, 6.1.4 or 21.6; (vvii) fail to maintain insurance required under this Agreement; (viviii) materially fail to provide or maintain the Parent Guarantee in accordance with this Agreement; (ix) make changes to Key Personnel in violation of the provisions in Section 2.2; (x) fail to discharge liens filed by any Subcontractor or Sub-subcontractor as required under this Agreement (provided Owner is not in breach of its payment obligations under this Agreement as it relates to the subject lien); (xi) cause, by any action or omission, any material stoppage or delay of or interference with the work or operations of Owner or its other contractors or subcontractors; (xii) commit gross negligence or willful misconduct; (xiii) fail to make payment to Subcontractors in accordance with the respective Subcontracts; (xiv) disregard Applicable Law or Applicable Standards Codes and CodesStandards; (xv) materially fail to comply with any provision of this Agreement; (xvi) be in violation of Section 21.10; (xvii) fail to provide satisfactory security in the event of a Material Adverse Change in Contractor’s or Guarantor’s creditworthiness; (xviii) fail to achieve the Minimum Acceptance Criteria pursuant to this Agreement; (xix) have paid the maximum amount of Delay Liquidated Damages payable under Section 20.2.1; (xx) itself or Guarantor becomes insolvent, has a receiver appointed, makes a general assignment or filing for the benefit of its creditors or files for bankruptcy protection; or (viixxi) itself or the Guarantor experience an Insolvency Event as otherwise specified in this Agreement (each of the foregoing being a “Default”) then), Owner has the right (without prejudice to any other rights under the Agreement) to provide then following Owner’s written notice to Contractor specifying the general nature of the Default and demanding that such Default be cured. If: (a) with respect to any clause above (with the exception of clause (vii), which shall have no cure period unless in the event of a any of the items (i) through (xvii) or (xxi) above, Contractor Insolvency Eventcures such condition within seven (7) Days, and with respect to an Insolvency Event for Guarantor, shall have the cure period specified below) (1) Contractor fails to cure such Default within thirty (30) Days after receipt of such notice or, (2) or if the Default cannot be cured with the exercise of reasonable diligence within such thirty seven (307) Day period through the diligent exercise of all commercially practicable efforts, Days but Contractor fails to diligently exercise all commercially practicable efforts to cure such condition or fails to cure has commenced corrective action and cures such condition within ninety an additional fourteen (9014) Days after receipt of such notice to cure such Default; or (b) Contractor experiences an Insolvency EventDays), Owner, in the event of (a) or (b), at its sole option and, without prejudice to any other rights that it has under this Agreement and, upon without further notice to Contractor, may (ya) take such steps as are reasonably necessary to overcome the Default condition, in which case Contractor shall be liable to Owner for any and all reasonable costs costs, damages, losses and expenses (including all reasonable attorneys’ fees, consultant fees and litigation or arbitration expenses) incurred by Owner in connection therewith, or (zb) terminate for Default Contractor’s performance of all or any part of the Work. If Guarantor experiences an Insolvency Event, Contractor shall within thirty or (30c) Days after receipt of Owner’s notice provide either (A) a replacement Parent Guarantee by an Affiliate seek specific performance or interlocutory mandatory injunctive relief requiring performance of Contractor’s obligations, which it being agreed by Contractor that such form relief may be necessary to avoid irreparable harm to Owner. Guarantor’s failure to materially comply with any provisions of the Parent Guarantee shall be in the same form as set forth in Attachment FF and the Affiliate of Contractor being subject to the approval of Owner and Owner’s Lender(s), or (B) security in the form of a surety bond, letter of credit or bank guarantee in a form and amount reasonably required by Lender(s) and Owner, taking into consideration the status of the Project at the time of the Insolvency Event and providing sufficient protection to complete the Work and satisfy all liabilities and obligations of Contractor Default under this Agreement.

Owner Rights Upon Contractor Default. If Contractor shall at any time: (i) fail fails to commence the Work in accordance with the provisions of this Agreement; (ii) abandon abandons the Work; (iii) repudiate repudiates or fail fails to materially comply with any of its material obligations under this Agreement; (iv) be is in Default pursuant to Section 21.7; (v) fail fails to maintain insurance required under this Agreement; (vi) materially disregard disregards Applicable Law or Applicable Standards and Codes; (vii) fails to achieve the Minimum Acceptance Criteria within twelve (12) months (or the additional twelve (12) months granted by Owner) in accordance with Section 11.5B; or (viiviii) itself or the Guarantor experience experiences an Insolvency Event (each of the foregoing being a “Default”) then, Owner has the right (without prejudice to any other rights under the this Agreement) to provide written notice to Contractor specifying the nature of the Default and demanding that such Default be cured. If: (a) with respect to any clause above (with the exception of clause (vii), which shall have no cure period in the event of Contractor’s failure to achieve the Minimum Acceptance Criteria in accordance with Section 11.5B, and clause (viii), which shall have no cure period in the event of a Contractor Insolvency Event, and with respect to an Insolvency Event for Guarantor, which shall have the cure period specified below) (1) Contractor fails to cure such Default within thirty (30) Days after receipt of such notice or, (2) if the Default cannot be cured within such thirty (30) Day period through the diligent exercise of all commercially practicable efforts, Contractor fails to diligently exercise all commercially practicable efforts to cure such condition or fails to cure such condition within ninety (90) Days after receipt of such notice to cure such Default; or (b) Contractor experiences an Insolvency Event, Owner, in the event of (a) or (b), at its sole option and, without prejudice to any other rights that it has under this Agreement and, upon notice to Contractor, may (y) take such steps as are reasonably necessary to overcome the Default condition, in which case Contractor shall be liable to Owner for any and all reasonable costs and expenses incurred by Owner in connection therewith, or (z) terminate for Default Contractor’s performance of all of the Work. If Guarantor experiences an Insolvency Event, Contractor shall within thirty (30) Days after receipt of Owner’s notice provide either (A) a replacement Parent Guarantee by an Affiliate of Contractor, which such form Parent Guarantee shall be in the same form as set forth in Attachment FF 32 and the Affiliate of Contractor being subject to the approval of Owner and Owner’s Lender(s), or (B) security in the form of a surety bond, letter of credit or bank guarantee in a form and amount reasonably required by Lender(s) and Owner, taking into consideration the status of the Project 5 at the time of the Insolvency Event and providing sufficient protection to complete the Work and satisfy all liabilities and obligations of Contractor under this Agreement.

Owner Rights Upon Contractor Default. If Contractor shall be in “Default” if Contractor shall at any time: time (i) materially fails to prosecute the Work in a safe manner (i.e., in accordance with Applicable Law and the material provisions of the safety program developed by Contractor and approved by Owner under this Agreement); (ii) fail to commence the Work in accordance with the provisions of this Agreement; (ii) abandon the Work; (iii) repudiate or fail to materially comply with any of its material obligations under this AgreementAbandon the Project; (iv) be in Default pursuant to Section 21.7; (v) fail to maintain insurance required under this Agreement; (v) fail to provide or maintain the Parent Guarantee in accordance with Section 21.17; (vi) materially fail to discharge liens filed by any Subcontractor or Sub-subcontractor as required under this Agreement; (vii) cause, by any action or omission, any material interference with operation of the Train 3 Liquefaction Facility or its pipeline contractors or subcontractors, unless Contractor is entitled to stop, suspend, terminate or refuse to perform Work under this Agreement; (viii) fail to make payment to Subcontractors for labor or materials owed in accordance with the respective Subcontracts (provided that Owner has made payment to Contractor of all undisputed amounts owed to Contractor, in accordance with the terms of this Agreement; (ix) disregard Applicable Law or Applicable Standards Codes and CodesStandards; (x) fail to comply with any material provision of this Agreement; (xi) fail to commence performance of changed Work under a Change Directive issued by Owner under this Agreement in accordance with Section 6.1E; (xii) be in Default pursuant to Section 5.5H or Section 11.5B; (xiii) violate the provisions of Section 21.10; or (viixiv) itself become, or if the Guarantor experience an Insolvency Event (each becomes, insolvent, has a receiver appointed, makes a general assignment or filing for the benefit of the foregoing being its creditors or files for bankruptcy protection. In addition, a “Default”) then, Owner has the right (without prejudice to any other rights default under the Agreement) to provide written notice to Trains 1 and 2 EPC Agreement by Contractor specifying the nature of the Default and demanding that such Default be cured. If: (a) with respect to any clause above (with the exception of clause (vii)shall, which shall have no cure period in the event of a Contractor Insolvency Event, and with respect to an Insolvency Event for Guarantor, shall have the cure period specified below) (1) Contractor fails to cure such Default within thirty (30) Days after receipt of such notice or, (2) if the Default cannot be cured within such thirty (30) Day period through the diligent exercise of all commercially practicable efforts, Contractor fails to diligently exercise all commercially practicable efforts to cure such condition or fails to cure such condition within ninety (90) Days after receipt of such notice to cure such Default; or (b) Contractor experiences an Insolvency Event, Owner, in the event of (a) or (b), at its sole option and, without prejudice to any other rights that it has under this Agreement and, upon notice to Contractor, may (y) take such steps as are reasonably necessary to overcome the Default condition, in which case Contractor shall be liable to Owner for any and all reasonable costs and expenses incurred elected by Owner in connection therewithits sole discretion, or (z) terminate for constitute a Default Contractor’s performance of all of the Work. If Guarantor experiences an Insolvency Event, Contractor shall within thirty (30) Days after receipt of Owner’s notice provide either (A) a replacement Parent Guarantee by an Affiliate of Contractor, which such form Parent Guarantee shall be in the same form as set forth in Attachment FF and the Affiliate of Contractor being subject to the approval of Owner and Owner’s Lender(s), or (B) security in the form of a surety bond, letter of credit or bank guarantee in a form and amount reasonably required by Lender(s) and Owner, taking into consideration the status of the Project at the time of the Insolvency Event and providing sufficient protection to complete the Work and satisfy all liabilities and obligations of Contractor under this Agreement, and in that case the liability for a default under the Trains 1 and 2 EPC Agreement is handled under article 16 of the Trains 1 and 2 EPC Agreement and the liability for a Default under this Agreement is handled in this ARTICLE 16.

Owner Rights Upon Contractor Default. If Contractor shall at any time: time (i) fail to prosecute the Work in a diligent or safe manner; (ii) fail to commence the Work in accordance with the provisions of this Agreement; (iiiii) abandon the Project (provided that Contractor’s suspension of the Work in accordance with Section 16.4 shall not be deemed an abandonment of the Work); (iiiiv) expressly repudiate or fail to materially comply with any of its material obligations under this Agreement; (ivv) fail to use an adequate amount or quality of personnel or Construction Equipment to perform and complete the Project without delay; (vi) be in Default pursuant to Section 21.7Sections 5.4.5, 6.1.3 or 21.6; (vvii) fail to maintain insurance required under this Agreement; (viviii) materially fail to provide or maintain the Parent Guarantee in accordance with this Agreement; (ix) make changes to Key Personnel in violation of the provisions in Section 2.2; (x) fail to discharge liens filed by any Subcontractor or Sub-subcontractor as required under this Agreement; (xi) cause, by any action or omission, any material stoppage or delay of or interference with the work or operations of Owner or its other contractors or subcontractors; (xii) commit gross negligence or willful misconduct; (xiii) fail to make payment to Subcontractors in accordance with the respective Subcontracts; (xiv) disregard Applicable Law or Applicable Standards Codes and CodesStandards; (xv) materially fail to comply with any provision of this Agreement; (xvi) be in violation of Section 21.10; (xvii) fail to provide satisfactory security in the event of a Material Adverse Change in Contractor’s or Guarantor’s creditworthiness; (xviii) fail to achieve the Minimum Acceptance Criteria pursuant to this Agreement; (xix) have paid the maximum amount of Delay Liquidated Damages payable under Section 20.2.1; (xx) itself or Guarantor becomes insolvent, has a receiver appointed, makes a general assignment or filing for the benefit of its creditors or files for bankruptcy protection; or (viixxi) itself or the Guarantor experience an Insolvency Event as otherwise specified in this Agreement (each of the foregoing being a “Default”) then), Owner has the right (without prejudice to any other rights under the Agreement) to provide then following Owner’s written notice to Contractor specifying the general nature of the Default and demanding that such Default be cured. If: (a) with respect to any clause above (with the exception of clause (vii), which shall have no cure period unless in the event of a any of the items (i) through (xvii) or (xxi) above, Contractor Insolvency Eventcures such condition within seven (7) Days, and with respect to an Insolvency Event for Guarantor, shall have the cure period specified below) (1) Contractor fails to cure such Default within thirty (30) Days after receipt of such notice or, (2) or if the Default cannot be cured with the exercise of reasonable diligence within such thirty seven (307) Day period through the diligent exercise of all commercially practicable efforts, Days but Contractor fails to diligently exercise all commercially practicable efforts to cure such condition or fails to cure has commenced corrective action and cures such condition within ninety an additional fourteen (9014) Days after receipt of such notice to cure such Default; or (b) Contractor experiences an Insolvency EventDays), Owner, in the event of (a) or (b), at its sole option and, without prejudice to any other rights that it has under this Agreement Agreement, at law or in equity and, upon without further notice to Contractor, may (ya) take such steps as are reasonably necessary to overcome the Default condition, in which case Contractor shall be liable to Owner for any and all reasonable costs costs, damages, losses and expenses (including all attorneys’ fees, consultant fees and litigation or arbitration expenses) incurred by Owner in connection therewith, or (zb) terminate for Default Contractor’s performance of all or any part of the Work. If Guarantor experiences an Insolvency Event, Contractor shall within thirty or (30c) Days after receipt of Owner’s notice provide either (A) a replacement Parent Guarantee by an Affiliate seek specific performance or interlocutory mandatory injunctive relief requiring performance of Contractor’s obligations, which it being agreed by Contractor that such form relief may be necessary to avoid irreparable harm to Owner. Guarantor’s failure to materially comply with any provisions of the Parent Guarantee shall be in the same form as set forth in Attachment FF and the Affiliate of Contractor being subject to the approval of Owner and Owner’s Lender(s), or (B) security in the form of a surety bond, letter of credit or bank guarantee in a form and amount reasonably required by Lender(s) and Owner, taking into consideration the status of the Project at the time of the Insolvency Event and providing sufficient protection to complete the Work and satisfy all liabilities and obligations of Contractor Default under this Agreement.

Owner Rights Upon Contractor Default. If Contractor shall at any time: time (i) fail to prosecute the Work in a diligent, efficient, workmanlike, skillful and safe manner; (ii) fail to commence the Work in accordance with the provisions of this Agreement; (iiiii) abandon the WorkProject; (iiiiv) repudiate or fail to materially comply with any of its material obligations under this the Agreement; (ivv) fail to use an adequate amount or quality of personnel or Construction Equipment to perform and complete the Project without delay; (vi) be in Default pursuant to Section 21.7Sections 3.6, 6.1C or 20.6; (vvii) fail to maintain insurance required under this Agreement; (viviii) make changes to Key Personnel in violation of the provisions in Section 2.2; (ix) fail to discharge liens filed by any Subcontractor or Sub-subcontractor as required under this Agreement; (x) cause, by any action or omission, any material stoppage or delay of or interference with the work of Owner or its other contractors or subcontractors; (xi) be guilty of willful misconduct; (xii) fail to make payment to Subcontractors for labor or Equipment owed in accordance with the respective Subcontracts; (xiii) disregard Applicable Law; (xiv) materially disregard Applicable Law or Applicable Standards and Codesfail to comply with any provision of this Agreement; or (viixv) itself become insolvent, have a receiver appointed, make a general assignment or filing for the Guarantor experience an Insolvency Event benefit of its creditors or file for bankruptcy protection, in which such case of insolvency, receivership or assignment the cure provisions found below shall not apply, (each of the foregoing being a “Default”) then, Owner has the right then (without prejudice to any other rights under the Agreement) to provide following Owner’s written notice to Contractor specifying the general nature of the Default and demanding that such Default be cured. If: (a) with respect to any clause above (with the exception of clause (vii)Default, which shall have no cure period unless in the event of a Contractor Insolvency Event, and with respect to an Insolvency Event for Guarantor, shall have any of the cure period specified belowitems (i) through (1xv) Contractor fails to cure such Default within thirty (30) Days after receipt of such notice or, (2) if the Default cannot be cured within such thirty (30) Day period through the diligent exercise of all commercially practicable effortsabove, Contractor fails to diligently exercise all commercially practicable efforts to cure such condition or fails to cure cures such condition within ninety seven (907) Days after receipt of such notice to cure such Default; or (bDays) Contractor experiences an Insolvency Event, Owner, in the event of (a) or (b), at its sole option and, without prejudice to any other rights that it has under this Agreement Agreement, at law or in equity and, upon without further notice to Contractor, may (ya) take such steps as are reasonably necessary to overcome the Default condition, in which case Contractor shall be liable to Owner for any and all reasonable costs costs, damages, losses and expenses (including all attorneys’ fees and litigation expenses) incurred by Owner in connection therewith, or (zb) terminate for Default Contractor’s performance of all or any part of the Work. If Guarantor experiences an Insolvency Event, Contractor shall within thirty (30) Days after receipt of Owner’s notice provide either (A) a replacement Parent Guarantee by an Affiliate of Contractor, which such form Parent Guarantee shall be in the same form as set forth in Attachment FF and the Affiliate of Contractor being subject to the approval of Owner and Owner’s Lender(s), or (B) security in the form of a surety bond, letter of credit or bank guarantee in a form and amount reasonably required by Lender(s) and Owner, taking into consideration the status of the Project at the time of the Insolvency Event and providing sufficient protection to complete the Work and satisfy all liabilities and obligations of Contractor under this Agreement.

Owner Rights Upon Contractor Default. If Contractor shall at any time: time (i) fail to prosecute the Work in a diligent, efficient, workmanlike, skillful and safe manner; (ii) fail to commence the Work in accordance with the provisions of this Agreement; (iiiii) abandon the WorkProject; (iiiiv) repudiate or fail to materially comply with any of its material obligations under this Agreement; (ivv) fail to use an adequate amount or quality of personnel or Construction Equipment to perform and complete the Project without delay; (vi) be in Default pursuant to Section 21.7Sections 3.6, 6.1C or 19.6; (vvii) fail to maintain insurance required under this Agreement; (viviii) make changes to Key Personnel in violation of the provisions in Section 2.2; (ix) fail to discharge liens filed by any Subcontractor or Sub-subcontractor as required under this Agreement; (x) cause, by any action or omission, any material stoppage or delay of or interference with the work of Owner or its other contractors or subcontractors; (xi) be guilty of willful misconduct; (xii) fail to make payment to Subcontractors for labor or Equipment owed in accordance with the respective Subcontracts; (xiii) disregard Applicable Law; (xiv) materially disregard Applicable Law or Applicable Standards and Codesfail to comply with any provision of this Agreement; or (viixv) itself become insolvent, have a receiver appointed, make a general assignment or filing for the Guarantor experience an Insolvency Event benefit of its creditors or file for bankruptcy protection, in which such case of insolvency, receivership or assignment the cure provisions found below shall not apply, (each of the foregoing being a “Default”) then, Owner has the right then (without prejudice to any other rights under the Agreement) to provide following Owner’s written notice to Contractor specifying the general nature of the Default and demanding that such Default be cured. If: (a) with respect to any clause above (with the exception of clause (vii)Default, which shall have no cure period unless in the event of a Contractor Insolvency Event, and with respect to an Insolvency Event for Guarantor, shall have any of the cure period specified belowitems (i) through (1xv) Contractor fails to cure such Default within thirty (30) Days after receipt of such notice or, (2) if the Default cannot be cured within such thirty (30) Day period through the diligent exercise of all commercially practicable effortsabove, Contractor fails to diligently exercise all commercially practicable efforts to cure such condition or fails to cure cures such condition within ninety seven (907) Days after receipt of such notice to cure such Default; or (bDays) Contractor experiences an Insolvency Event, Owner, in the event of (a) or (b), at its sole option and, without prejudice to any other rights that it has under this Agreement Agreement, at law or in equity and, upon without further notice to Contractor, may (ya) take such steps as are reasonably necessary to overcome the Default condition, in which case Contractor shall be liable to Owner for any and all reasonable costs costs, damages, losses and expenses (including all attorneys’ fees and litigation expenses) incurred by Owner in connection therewith, or (zb) terminate for Default Contractor’s performance of all or any part of the Work. If Guarantor experiences an Insolvency Event, Contractor shall within thirty (30) Days after receipt of Owner’s notice provide either (A) a replacement Parent Guarantee by an Affiliate of Contractor, which such form Parent Guarantee shall be in the same form as set forth in Attachment FF and the Affiliate of Contractor being subject to the approval of Owner and Owner’s Lender(s), or (B) security in the form of a surety bond, letter of credit or bank guarantee in a form and amount reasonably required by Lender(s) and Owner, taking into consideration the status of the Project at the time of the Insolvency Event and providing sufficient protection to complete the Work and satisfy all liabilities and obligations of Contractor under this Agreement.