Project Developer Default. Project Developer shall be in default of this NUFA if Project Developer: (i) fails to make two (2) consecutive monthly Payments when due or be more than sixty (60) days late in providing an annual payment; provided that, Transmission Provider has given Project Developer notice of and Project Developer has failed to cure such late payments consistent with Section 5.1; (ii) fails to provide New Security within thirty (30) days of the demand for New Security consistent with Section 4.2; (iii) terminates operation of its Generating Facility prior to the end of the Term of this NUFA; or (iv) is declared to be in Default under its GIA. In the event of default, Project Developer shall promptly pay to Transmission Provider all Payments still owed under this NUFA. In the event that Project Developer does not promptly pay all amounts due and owing to the Transmission Provider, the Transmission Provider may draw on the remaining balance of the Security provided by the Project Developer. This payment or draw on the Security does not limit any and all rights and remedies available to the Transmission Provider or Transmission Owner allowed by law with respect to such default or collecting all amounts owed for the remaining months due under this NUFA. Project Developer shall indemnify Transmission Provider and Transmission Owner for reasonable costs, attorney fees and/or expenses incurred with respect to a default or collecting all amounts owed for the remaining months, including, as applicable, any tax gross-up obligations under this NUFA.
Project Developer Default. If, at any time, the Project Developer shall: (i) commit a material breach of this Agreement (including the failure to pay any sums or amounts due from the Project Developer hereunder) which remains uncured for a period of more than thirty (30) days after its receipt of written notice of default from the City, identifying with particularity such failure or violation (a "City Default Notice") (provided, however, that if such matter, other than the non-payment of amounts due as provided above, cannot be cured within such thirty (30) day period, the Project Developer shall not be in default if the Project Developer shall commence the cure within such thirty (30) days and thereafter diligently pursues the cure thereof to completion, provided that the Project Developer shall not have more than ninety (90) days to cure such matter); (ii) make a general assignment for the benefit of creditors, or if bankruptcy, reorganization, receivership, insolvency, liquidation or other similar proceedings are instituted by or against the Project Developer which result in the entry of an order for any such relief and, if such proceedings are instituted against the Project Developer, such order is not vacated, discharged, stayed or bonded pending appeal within ninety (90) days after entry thereof; or (iii) any representation or warranty made by the Project Developer herein shall prove to have been incorrect when made in any material and adverse respect (with each or any of the foregoing being a "Project Developer Default"), the same shall constitute a default hereunder and, upon the occurrence of a Project Developer Default, the City may exercise any and all remedies available at law and in equity. In the event the City obtains termination of this Agreement resulting from a Project Developer Default, the Project Developer shall be obligated, at the City’s request, to assign its rights under the Construction Contract, the Construction Documents, the Contracts with Contractors, the Design Architect Contract, the Design Development Documents, the Principal Contracts, and any other Contracts to which the Project Developer is a party, as necessary, in order for the City to complete the Project Improvements as contemplated hereunder. In the event the City assumes the obligation to complete the Project Improvements as contemplated in this Section 9.1, the City shall be obligated to cause, obtain and complete the permitting, development, design, construction, furnishing and equipping o...
