Common use of Termination and Remedies Clause in Contracts

Termination and Remedies. 11.3.1 From and during the continuance of an Event of Default, the Non- Defaulting Party will be entitled to all remedies available at law or in equity, and may terminate this Agreement by notice to the other Party designating the date of termination and delivered to the Defaulting Party no less than fifteen (15) days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default delivered pursuant to Section 11.1 (and does not have to be a separate notice), provided it complies with the terms of this Section 11.3. 11.3.2 If PacifiCorp is the Defaulting Party, then: (a) Seller must provide copies of such termination notice to the notice addresses of the then-current President and General Counsel of PacifiCorp by registered overnight delivery service or by certified or registered mail, return receipt requested; and (b) Seller’s termination notice must state prominently in type font no smaller than 14-point capital letters that “THIS IS A TERMINATION NOTICE UNDER A PPA. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must state any amount alleged to be owed, and must include wiring instructions for payment. 11.3.3 From and after the date upon which Seller fails to remedy an Event of Default within the cure periods, if any, provided in this Agreement, and until PacifiCorp has recovered all damages incurred on account of such Event of Default by Seller, PacifiCorp may offset its damages against any payment due Seller. 11.3.4 Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s sole or exclusive remedy, the Non-Defaulting Party may pursue any and all legal or equitable remedies provided by law, equity or this Agreement. The rights and remedies contemplated by this Section 11 are cumulative such that the exercise of one or more rights or remedies does not constitute a waiver of any other rights or remedies. 11.3.5 In the event of a termination of this Agreement: (a) Each Party must pay to the other Party all amounts due the other Party under this Agreement for all periods prior to termination, subject to offset by the Non- Defaulting Party against damages incurred by the Non-Defaulting Party. (b) The amounts due under this Section 11.3 must be paid within thirty

Termination and Remedies. 11.3.1 From Except where a remedy is expressly described herein as a Party’s sole or exclusive remedy, from the occurrence and during the continuance of an Event of Default, the Non- non-Defaulting Party will be entitled to all remedies available at law or in equity, and may terminate this Agreement by notice to the other Defaulting Party designating the date of termination and delivered to the Defaulting Party no less than fifteen (15) days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default non-performance delivered pursuant to Section 11.1 (and does not have to be a separate notice), provided it complies with the terms of this Section 11.3. 11.3.2 If PacifiCorp is the Defaulting Party, then: (a) Seller must provide send copies of such termination notice to the notice addresses attention of the then-current President and General Counsel of PacifiCorp by registered overnight delivery service or by certified or registered mail, return receipt requested, to the applicable address specified on Exhibit L; and (b) Seller’s termination notice must state prominently in type font no smaller than 14-point 14‑point capital letters that “THIS IS A TERMINATION NOTICE UNDER A PPA. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must state any amount alleged to be owed, and must include wiring instructions for payment. 11.3.3 From and after the date upon which Seller the Defaulting Party fails to remedy an Event of Default within the cure periods, if any, provided in this Agreement, and until PacifiCorp the other Party has recovered all damages incurred on account of such Event of Default by Seller(subject to any liability limitations expressly set forth herein), PacifiCorp the other Party may offset its damages against any payment due Sellerthe Defaulting Party under this Agreement. 11.3.4 Except in circumstances in which a remedy provided for Notwithstanding anything to the contrary contained in this Agreement is described as a Party’s sole or exclusive remedyAgreement, the Nonnon-Defaulting Party may pursue any and all legal shall under no circumstances be required to account for or equitable remedies provided by law, equity otherwise credit or this Agreement. The rights and remedies contemplated by this Section 11 are cumulative such that pay the exercise Defaulting Party for economic benefits accruing to the non-Defaulting Party as a result of one or more rights or remedies does not constitute a waiver the Defaulting Party’s Event of any other rights or remediesDefault. 11.3.5 In the event of a termination of this Agreement: (a) Each Party must pay to the other Party all amounts due the other Party under this Agreement for all periods prior to termination, subject to offset by the Non- non-Defaulting Party against damages incurred by the Nonnon-Defaulting Party. (b) The amounts due under this Section 11.3 11.3.5 must be paid within thirtythirty (30) days after delivery of an invoice to the Defaulting Party of such amounts and will bear interest at the Contract Interest Rate from the date of termination until but not including the date paid. The foregoing does not extend the due date of, or provide an interest holiday for any payments otherwise due under this Agreement. (c) Without limiting the generality of the foregoing, all provisions of this Agreement that either expressly by their terms survive, or, by their nature are intended to survive or come into or continue in force and effect after the termination or expiration of this Agreement shall remain in effect.

Termination and Remedies. 11.3.1 From and during the continuance of an Event of Default, the Non- Non-Defaulting Party will be entitled to all remedies available at law or in equity, and may terminate this Agreement by notice to the other Party designating the date of termination and delivered to the Defaulting Party no less than fifteen (15) days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default delivered pursuant to Section 11.1 (and does not have to be a separate notice), provided it complies with the terms of this Section 11.3. 11.3.2 If PacifiCorp is the Defaulting Party, then: (a) Seller must provide copies of such termination notice to the notice addresses of the then-current President and General Counsel of PacifiCorp by registered overnight delivery service or by certified or registered mail, return receipt requested; and (b) Seller’s termination notice must state prominently in type font no smaller than 14-point 14‑point capital letters that “THIS IS A TERMINATION NOTICE UNDER A PPA. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must state any amount alleged to be owed, and must include wiring instructions for payment. 11.3.3 From and after the date upon which Seller fails to remedy an Event of Default within the cure periods, if any, provided in this Agreement, and until PacifiCorp has recovered all damages incurred on account of such Event of Default by Seller, PacifiCorp may offset its damages against any payment due Seller. 11.3.4 Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s sole or exclusive remedy, the Non-Defaulting Party may pursue any and all legal or equitable remedies provided by law, equity or this Agreement. The rights and remedies contemplated by this Section 11 are cumulative such that the exercise of one or more rights or remedies does not constitute a waiver of any other rights or remedies. 11.3.5 In the event of a termination of this Agreement: (a) Each Party must pay to the other Party all amounts due the other Party under this Agreement for all periods prior to termination, subject to offset by the Non- Non-Defaulting Party against damages incurred by the Non-Defaulting Party. (b) The amounts due under this Section 11.3 must be paid within thirtythirty (30) days after delivery of an invoice to the Defaulting Party of such amounts and will bear interest at the Contract Interest Rate from the date of termination until but not including the date paid. The foregoing does not extend the due date of, or provide an interest holiday for any payments otherwise due under this Agreement. (c) Without limiting the generality of the foregoing, all provisions of this Agreement that either expressly by their terms survive, or, by their nature are intended to survive or come into or continue in force and effect after the termination or expiration of this Agreement shall remain in effect.

Termination and Remedies. ‌ 11.3.1 From Except where a remedy is expressly described herein as a Party’s sole or exclusive remedy, from the occurrence and during the continuance of an Event of Default, the Non- non-Defaulting Party will be entitled to all remedies available at law or in equity, and may terminate this Agreement by notice to the other Defaulting Party designating the date of termination and delivered to the Defaulting Party no less than fifteen (15) days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default non-performance delivered pursuant to Section 11.1 (and does not have to be a separate notice), provided it complies with the terms of this Section 11.3. 11.3.2 If PacifiCorp is the Defaulting Party, then: (a) Seller must provide send copies of such termination notice to the notice addresses attention of the then-current President and General Counsel of PacifiCorp by registered overnight delivery service or by certified or registered mail, return receipt requested, to the applicable address specified on Exhibit L; and (b) Seller’s termination notice must state prominently in type font no smaller than 14-point capital letters that “THIS IS A TERMINATION NOTICE UNDER A PPA. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must state any amount alleged to be owed, and must include wiring instructions for payment. 11.3.3 From and after the date upon which Seller the Defaulting Party fails to remedy an Event of Default within the cure periods, if any, provided in this Agreement, and until PacifiCorp the other Party has recovered all damages incurred on account of such Event of Default by Seller(subject to any liability limitations expressly set forth herein), PacifiCorp the other Party may offset its damages against any payment due Sellerthe Defaulting Party under this Agreement. 11.3.4 Except in circumstances in which a remedy provided for Notwithstanding anything to the contrary contained in this Agreement is described as a Party’s sole or exclusive remedyAgreement, the Nonnon-Defaulting Party may pursue any and all legal shall under no circumstances be required to account for or equitable remedies provided by law, equity otherwise credit or this Agreement. The rights and remedies contemplated by this Section 11 are cumulative such that pay the exercise Defaulting Party for economic benefits accruing to the non-Defaulting Party as a result of one or more rights or remedies does not constitute a waiver the Defaulting Party’s Event of any other rights or remediesDefault. 11.3.5 In the event of a termination of this Agreement: (a) Each Party must pay to the other Party all amounts due the other Party under this Agreement for all periods prior to termination, subject to offset by the Non- non- Defaulting Party against damages incurred by the Nonnon-Defaulting Party. (b) The amounts due under this Section 11.3 11.3.5 must be paid within thirtythirty (30) days after delivery of an invoice to the Defaulting Party of such amounts and will bear interest at the Contract Interest Rate from the date of termination until but not including the date paid. The foregoing does not extend the due date of, or provide an interest holiday for any payments otherwise due under this Agreement. (c) Without limiting the generality of the foregoing, all provisions of this Agreement that either expressly by their terms survive, or, by their nature are intended to survive or come into or continue in force and effect after the termination or expiration of this Agreement shall remain in effect.

Termination and Remedies. 11.3.1 From 10.2.1 Upon the occurrence of, and during the continuance of continuation of, an Event of Default, the Non- Defaulting non-defaulting Party will shall be entitled to all remedies available at law or in equity, and may terminate this Agreement by notice to the other Party designating the date of termination and delivered to the Defaulting defaulting Party no less than fifteen ten (1510) days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default delivered pursuant ; provided, however, that as a precondition to Section 11.1 (and does not have to be a separate notice), provided it complies with the terms Seller’s exercise of this Section 11.3. 11.3.2 If PacifiCorp is the Defaulting Partytermination right, then: (a) Seller must provide copies of such termination notice to the notice addresses of the then-current President and General Counsel of PacifiCorp set forth in Section 22. Such copies shall be sent by registered overnight delivery service or by certified or registered mail, return receipt requested; and (b) Seller’s termination notice must requested and shall state prominently therein in type font typefont no smaller than fourteen (14) point all-point capital letters that “THIS IS A TERMINATION NOTICE UNDER A PPA. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must and shall state therein any amount alleged purported to be owedowed and wiring instructions. Seller will not have any right to terminate this Agreement if the default that gave rise to the termination right is cured within the fifteen (15) Business Days of PacifiCorp’s receipt of such notice.. Further, and must include wiring instructions for payment. 11.3.3 From and after during the date upon which Seller fails to remedy continuation of an Event of Default within the cure periods, if any, provided in this Agreementby Seller, and until PacifiCorp it has recovered all damages incurred on account of such Event of Default by Seller, PacifiCorp without exercising its termination right, Buyer may offset its damages against any payment due Seller. 11.3.4 Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s sole or exclusive remedy, the Non-Defaulting Party may pursue any and all legal or equitable remedies provided by law, equity or this Agreement. The rights and remedies contemplated by this Section 11 are cumulative such that the exercise of one or more rights or remedies does not constitute a waiver of any other rights or remedies. 11.3.5 10.2.2 In the event of a termination of this Agreement: 10.2.2.1 The Parties’ respective obligations under this Agreement shall terminate (a) other than those obligations which expressly are to be performed after termination). 10.2.2.2 Each Party must shall pay to the other Party all amounts due the other Party under this Agreement for all periods prior to termination, termination subject to offset by the Non- Defaulting non-defaulting Party against damages incurred by the Non-Defaulting such Party. (b) 10.2.2.3 The amounts due under this pursuant to Section 11.3 must 10.2.2.2 shall be paid within thirtythirty (30) days of the billing date for such charges plus interest thereon at the Prime Rate from the date of termination until the date paid. The foregoing does not extend the due date of, or provide an interest holiday for any payments otherwise due hereunder. 10.2.2.4 Without limiting the generality of the foregoing, the provisions of Sections 6.4.4, 6.9.4, 6.9.5, 8.2, 9.3, 9.4, 9.5, 10.7, 10.9, 11 and 14 shall survive the termination of this Agreement.

Termination and Remedies. 11.3.1 From Upon the occurrence of, and during the continuance of continuation of, an Event of Default, subject to the Non- Defaulting cure rights provided for herein, the non- defaulting Party will shall be entitled to all remedies available under this agreement or at law or in equity, and may terminate this Agreement by notice to the other Party designating the date of termination and delivered to the Defaulting defaulting Party no less than fifteen ten (1510) days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default delivered pursuant ; provided, however, that as a precondition to Section 11.1 (and does not have to be a separate notice), provided it complies with the terms Seller’s exercise of this Section 11.3. 11.3.2 If PacifiCorp is the Defaulting Partytermination right, then: (a) Seller must also provide copies of such termination notice to the notice addresses of the then-current Senior Vice President of Commercial Operations and General Counsel Director of PacifiCorp Market Operations of Buyer set forth in Exhibit B. Such copies shall be sent by registered overnight delivery service or by certified or registered mail, return receipt requested; and (b) Seller’s termination notice must requested and shall state prominently therein in type font no smaller than fourteen (14) point all-point capital letters that “THIS IS A TERMINATION NOTICE UNDER A PPATHE PPA BETWEEN GSEC AND [INSERT SELLER FACILITY’S NAME]. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must and shall state therein any amount alleged purported to be owedowed and wiring instructions, and must include wiring instructions for payment. 11.3.3 From and after or the date upon which nature of any non-payment default alleged. Seller fails shall not have any right to remedy an terminate this Agreement if the Event of Default that gave rise to the termination right is cured within the cure periodsfifteen (15) Business Days of Buyer’s receipt of such notice. Further, if any, provided in this Agreementduring the continuation of default by Seller, and until PacifiCorp Buyer has recovered all damages incurred on account of such Event of Default default by Seller, PacifiCorp without exercising its termination right, Buyer may offset its damages against any payment due Seller. 11.3.4 Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s sole or exclusive remedy, the Non-Defaulting Party may pursue any and all legal or equitable remedies provided by law, equity or this Agreement. The rights and remedies contemplated by this Section 11 are cumulative such that the exercise of one or more rights or remedies does shall not constitute a waiver of any other rights or remedies. 11.3.5 rights. In the event of a termination of this Agreementhereof: (a) Each Party must pay to the other Party all amounts due the other Party under this Agreement for all periods prior to termination, subject to offset by the Non- Defaulting Party against damages incurred by the Non-Defaulting Party. (b) The amounts due under this Section 11.3 must be paid within thirty

Termination and Remedies. 11.3.1 From and during the continuance of an Event of Default, the Non- Defaulting Party will be entitled to all remedies available at law 13.1 Alpharetta or in equity, and Xxxxxx may terminate this Agreement by notice to for an event of default, or as outlined in Article 3, Term of Agreement, unless the other Party designating the date of termination and delivered to the Defaulting Party no less than fifteen (15) days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default delivered pursuant to Section 11.1 (and does not have to be a separate notice), provided it complies with the terms of this Section 11.3. 11.3.2 If PacifiCorp is the Defaulting Party, then: (a) Seller must provide copies of such termination notice to the notice addresses of the then-current President and General Counsel of PacifiCorp by registered overnight delivery service or by certified or registered mail, return receipt requested; and (b) Seller’s termination notice must state prominently in type font no smaller than 14-point capital letters that “THIS IS A TERMINATION NOTICE UNDER A PPA. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must state any amount alleged to be owed, and must include wiring instructions for payment. 11.3.3 From and after the date upon which Seller fails to remedy an Event of Default within the cure periods, if any, cured as provided in this Agreement, and until PacifiCorp has recovered all damages incurred on account of such Event of Default by Seller, PacifiCorp may offset its damages against any payment due Sellerarticle. 11.3.4 Except 13.2 If an event of default occurs, in circumstances the determination of Xxxxxx, Xxxxxx shall notify Alpharetta in which a remedy provided writing, specify the basis for in this Agreement is described as a Party’s sole or exclusive remedy, the Non-Defaulting Party may pursue any default and all legal or equitable remedies provided by law, equity or this Agreement. The rights and remedies contemplated by this Section 11 are cumulative such advise Alpharetta that the exercise of one or more rights or remedies does not constitute default must be cured to Xxxxxx's reasonable satisfaction within a 60-day period. Xxxxxx may xxxxx additional time to cure the default, as Xxxxxx may deem appropriate, without waiver of any other rights of Xxxxxx's rights, so long as Alpharetta has commenced curing the default and is effectuating a cure with diligence and continuity during the 60-day period, or remediesany longer period which Xxxxxx prescribes. 11.3.5 13.3 If an event of default occurs, in the determination of Alpharetta, Alpharetta may notify Xxxxxx in writing, specify the basis for the default and advise Xxxxxx that the default must be cured to Alpharetta's reasonable satisfaction within a 60-day period; except that for events of default related to the payment of fees, the cure period is reduced to 30 days. Alpharetta may grant additional time to cure the default, as Alpharetta may deem appropriate, without waiver of any of Alpharetta's rights, so long as Xxxxxx has commenced curing the default and is effectuating a cure with diligence and continuity during the 60-day period (30 days for payments) or any longer period which Alpharetta prescribes. 13.4 In the event of that either party breaches a termination material term or condition of this Agreement: , other than an event of default, the party in breach, upon receipt of a written request from the non-breaching party, shall remedy the breach within thirty (a30) Each Party must pay days of receipt of the request. If the breach is not cured within the specified time period, the non-breaching party may utilize the remedies of declaratory judgment, specific performance, mandamus or injunctive relief to compel the other Party all amounts due breaching party to remedy the other Party under this Agreement for all periods prior to termination, subject to offset by the Non- Defaulting Party against damages incurred by the Non-Defaulting Partybreach. (b) 13.5 The amounts due under parties reserve all available remedies afforded by law to enforce any term or condition of this Section 11.3 must be paid within thirtyAgreement.

Termination and Remedies. 11.3.1 From and during the continuance of an Event of Default, the Non- Defaulting non- defaulting Party will be entitled to all remedies available at law or in equity, and may terminate this Agreement by notice to the other Party designating the date of termination and delivered to the Defaulting defaulting Party no less than fifteen (15) days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default delivered pursuant to Section 11.1 (and does not have to be a separate notice), ) before the applicable cure period(s) have lapsed and an Event of Default has occurred provided it that the non- defaulting Party complies with the terms of this Section 11.3. 11.3.2 If PacifiCorp 11.3 and that the stated termination date is no earlier than the first day following expiration of the fifteen (15) period or the first day following the expiration of the applicable cure period(s), whichever occurs last (“Earliest Termination Date”). Where Seller is the Defaulting non-defaulting Party, then: (a) Seller must provide copies of such termination notice to the notice addresses of the then-current President and General Counsel of PacifiCorp by registered overnight delivery service or by certified or registered mail, return receipt requested; and (b) Seller’s . A termination notice must state prominently in type font no smaller than 14-point capital letters that “THIS IS A TERMINATION NOTICE UNDER A PPA. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must state any amount alleged to be owed, and must include wiring instructions for payment. 11.3.3 From . Notwithstanding any other provision of this Agreement to the contrary, the non-defaulting Party will not have any right to terminate this Agreement if the default that gave rise to the termination right is cured by the Earliest Termination Date. Further, from and after the date upon which Seller fails to remedy an Event of Default a default within the cure periods, if any, time periods provided in this Agreement, and until PacifiCorp has recovered all damages incurred on account of such Event of Default default by Seller, PacifiCorp may offset its damages against any payment due Seller. 11.3.4 . Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s sole or exclusive remedy, the Nonnon-Defaulting defaulting Party may pursue any and all legal or equitable remedies provided by law, equity or this Agreement. The rights and remedies contemplated by this Section 11 are cumulative such that the exercise of one or more rights or remedies does not constitute a waiver of any other rights or remedies. 11.3.5 rights. In the event of a termination of this Agreement: (a) Each Party must pay to the other Party all amounts due the other Party under this Agreement for all periods prior to termination, subject to offset by the Non- Defaulting non-defaulting Party against damages incurred by the Non-Defaulting such Party. (b) The amounts due under this Section 11.3 must be paid within thirtythirty (30) days after the billing date for such charges and will bear interest at the Contract Interest Rate from the date of termination until the date paid. The foregoing does not extend the due date of, or provide an interest holiday for any payments otherwise due under this Agreement. (c) Without limiting the generality of the foregoing, the provisions of Sections 4.6, 5.4, 5.5, 6.12.3, 6.12.4, 6.13, 10.3, 10.4, 10.5, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 12, 13, 16, 17, 21, and 24 survive FORM OF STANDARD QF PPA (5MW OR LESS)—ON SYSTEM New Small Power Production Facility – FIRM Attachment A to Washington Schedule QF 190666

Termination and Remedies. 11.3.1 From 10.2.1 Upon the occurrence of, and during the continuance of continuation of, an Event of Default, the Non- Defaulting non-defaulting Party will shall be entitled to all remedies available at law or in equity, and may terminate this Agreement by notice to the other Party designating the date of termination and delivered to the Defaulting defaulting Party no less than fifteen ten (1510) days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default delivered pursuant ; provided, however, that as a precondition to Section 11.1 (and does not have to be a separate notice), provided it complies with the terms Seller’s exercise of this Section 11.3. 11.3.2 If PacifiCorp is the Defaulting Partytermination right, then: (a) Seller must provide copies of such termination notice to the notice addresses of the then-current President and General Counsel of PacifiCorp set forth in Section 22. Such copies shall be sent by registered overnight delivery service or by certified or registered mail, return receipt requested; and (b) Seller’s termination notice must requested and shall state prominently therein in type font typefont no smaller than fourteen (14-) point all- capital letters that “THIS IS A TERMINATION NOTICE UNDER A PPATSA. YOU MUST CURE A DEFAULT, OR THE PPA TSA WILL BE TERMINATED,” must and shall state therein any amount alleged purported to be owedowed and wiring instructions. Seller will not have any right to terminate this Agreement if the default that gave rise to the termination right is cured within the fifteen (15) Business Days of PacifiCorp’s receipt of such notice.. Further, and must include wiring instructions for payment. 11.3.3 From and after during the date upon which Seller fails to remedy continuation of an Event of Default within the cure periods, if any, provided in this Agreementby Seller, and until PacifiCorp it has recovered all damages incurred on account of such Event of Default by Seller, PacifiCorp without exercising its termination right, Buyer may offset its damages against any payment due Seller. 11.3.4 Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s sole or exclusive remedy, the Non-Defaulting Party may pursue any and all legal or equitable remedies provided by law, equity or this Agreement. The rights and remedies contemplated by this Section 11 are cumulative such that the exercise of one or more rights or remedies does not constitute a waiver of any other rights or remedies. 11.3.5 10.2.2 In the event of a termination of this Agreement: 10.2.2.1 The Parties’ respective obligations under this Agreement shall terminate (a) other than those obligations which expressly are to be performed after termination). 10.2.2.2 Each Party must shall pay to the other Party all amounts due the other Party under this Agreement for all periods prior to termination, termination subject to offset by the Non- Defaulting non-defaulting Party against damages incurred by the Non-Defaulting such Party. (b) 10.2.2.3 The amounts due under this pursuant to Section 11.3 must 10.2.2.2 shall be paid within thirtythirty (30) days of the billing date for such charges plus interest thereon at the Prime Rate from the date of termination until the date paid. The foregoing does not extend the due date of, or provide an interest holiday for any payments otherwise due hereunder.‌ 10.2.2.4 Without limiting the generality of the foregoing, the provisions of Sections 6.4.4, 6.9.4, 6.9.5, 8.2, 9.3, 9.4, 9.5, 10.7, 10.9, 11 and 14 shall survive the termination of this Agreement.

Termination and Remedies. 11.3.1 From Upon the occurrence of, and during the continuance of continuation of, an Event of DefaultDefault (excluding any Event of Default arising out of an event or circumstance for which an exclusive remedy is provided hereunder), the Non- Defaulting non-defaulting Party will shall be entitled to all remedies available under this Agreement or at law or in equity, and may terminate this Agreement by notice to the other Party designating the date of termination and delivered to the Defaulting defaulting Party no less than fifteen ten (1510) days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default delivered pursuant ; provided, however, that as a precondition to Section 11.1 (and does not have to be a separate notice), provided it complies with the terms Seller’s exercise of this Section 11.3. 11.3.2 If PacifiCorp is the Defaulting Partytermination right, then: (a) Seller must also provide copies of such termination notice to the notice addresses of the then-current President and General Counsel of PacifiCorp Buyer set forth in Section 22.1. Such copies shall be sent by registered overnight delivery service or by certified or registered mail, return receipt requested; and (b) Seller’s termination notice must requested and shall state prominently therein in type font typefont no smaller than fourteen (14) point all-point capital letters that “THIS IS A TERMINATION NOTICE UNDER A RENEWABLE PPA. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must and shall state therein any amount alleged purported to be owedowed and wiring instructions, and must include wiring instructions for payment. 11.3.3 From and after or the date upon which nature of any non-payment default alleged. Seller fails shall not have any right to remedy an Event of Default terminate this Agreement if the default that gave rise to the termination right is cured within the cure periodsfifteen (15) Business Days of Buyer’s receipt of such notice. Further, if any, provided in this Agreementduring the continuation of default by Seller, and until PacifiCorp it has recovered all damages incurred on account of such Event of Default default by Seller, PacifiCorp without exercising its termination right, Buyer may offset its damages against any payment due Seller. The rights contemplated by this Section 11 are cumulative such that the exercise of one or more rights shall not constitute a waiver of any other rights. In the event of a termination hereof: (a) Each Party shall pay to the other all amounts due the other hereunder for all periods prior to termination, subject to offset by the non-defaulting Party against damages incurred by such Party. 11.3.4 (b) The amounts due pursuant to Section 11.3(a) shall be calculated and paid within thirty (30) days after the billing date for such charges and shall bear interest thereon at the Contract Interest Rate from the date of termination until the date paid. The foregoing does not extend the due date of, or provide an interest holiday for, any payments otherwise due hereunder. (c) Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s sole or exclusive remedyremedy before and after the effective date of termination, the Nonnon-Defaulting defaulting Party may pursue any and all legal or equitable remedies provided by law, equity or this Agreement. The rights and remedies contemplated by this Agreement (including Section 11 are cumulative such that the exercise of one or more rights or remedies does not constitute a waiver of any other rights or remedies. 11.3.5 In the event of a termination of this Agreement: (a) Each Party must pay to the other Party all amounts due the other Party under this Agreement for all periods prior to termination, subject to offset by the Non- Defaulting Party against damages incurred by the Non-Defaulting Party24.6). (bd) The amounts due under this Section 11.3 must be paid within thirtyWithout limiting the generality of the foregoing, the provisions of Sections 4.5, 5.4, 6.11, 6.12, 10.3, 10.4, 10.5, 11, 12, 20.3 and 23 shall survive the termination hereof.

Termination and Remedies. 11.3.1 From and during 21.1 Without prejudice to any remedy or right of either party under this Agreement or by law, either party shall have the continuance of an Event of Default, the Non- Defaulting Party will be entitled right to all remedies available at law or in equity, and may forthwith terminate this Agreement by serving the other party with a written notice to that effect if: 21.1.1 the other party commits a breach of its obligations under this Agreement and, in the event such breach is other than the violation of or non-compliance by a party of the provisions of Section 23, fails to remedy such breach within 30 days after receipt of a written notice from the non-defaulting party describing such failure, in whole or in part, will entitle the other party to forthwith terminate this Agreement save and except where Distributor fails to pay any price for OTI Products which has become due in accordance with this Agreement, OTI may forthwith terminate this Agreement upon giving Distributor not less than 7 days' prior written notice; or 21.1.2 the other party is placed into liquidation, insolvency or other similar proceedings or a liquidator or receiver is appointed with respect to the other Party designating party or a substantial part of its assets or the other party makes any voluntary arrangement with its creditors. 21.2 Upon termination of this Agreement for any reason and without prejudice to any remedy or right of either party accrued prior to such termination under this Agreement or by law, the following provisions shall apply: 21.2.1 the Distributor shall cease to market and sell the OTI Products and shall return to OTI all Documentation relating to the OTI Products then in possession of the Distributor; 21.2.2 the Distributor shall, at OTI's request (if made within one month), resell to OTI or to its order all inventory of OTI Products (or any part thereof requested by OTI) then in possession of the Distributor for the price at which they were purchased from OTI in terms hereof and any OTI Products then in possession of the Distributor not resold to OTI pursuant to this Section may be sold by Distributor to any third party in the Territory at any time; and 21.2.3 if OTI shall be the terminating party pursuant to this Section 21, all Manufacturing Rights shall expire at the date of such termination, and if Distributor shall be the terminating party pursuant to this Section 21, all Manufacturing Rights shall expire at the termination and delivered to the Defaulting Party no less than fifteen (15) days before of a six month period commencing upon such termination date. The notice required under this Section 11.3 may be provided in the notice of default delivered pursuant to Section 11.1 (and does not have to be a separate notice), provided it complies with the terms of this Section 11.3. 11.3.2 If PacifiCorp is Agreement or such shorter period as may from time to time be notified by Distributor to OTI, all without prejudice to OTI's right to receive royalties in respect of the Defaulting PartySmart Cards manufactured under the Manufacturing Rights, then:Provided that notwithstanding any such termination of this Agreement and/or expiration of the Manufacturing Rights, (ai) Seller must provide copies Distributor shall be entitled to retain any inventory of such termination notice OTI Products and Documentation and/or order and purchase any additional OTI Products from OTI and/or manufacture Smart Cards in order to the notice addresses of the then-current President and General Counsel of PacifiCorp by registered overnight delivery service meet any outstanding commitments, obligations or by certified arrangements to or registered mail, return receipt requestedwith Customers or relating to any projects; and (bii) Seller’s termination notice must state prominently in type font no smaller than 14-point capital letters that “THIS IS A TERMINATION NOTICE UNDER A PPA. YOU MUST CURE A DEFAULTrelation to such outstanding commitments, OR THE PPA WILL BE TERMINATED,” must state any amount alleged obligations or arrangements, the parties shall also to the extent permissible attempt to negotiate in good faith with the Customers a novation thereof on terms mutually satisfactory to the parties and the Customers whereby OTI may assume the obligation to supply OTI Products to and/or manufacture Smart Cards direct for Customers and Distributor be owed, and must include wiring instructions fully discharged from such supply to or manufacture for paymentCustomers. 11.3.3 From and after the date upon which Seller fails to remedy an Event of Default within the cure periods, if any, provided in this Agreement, and until PacifiCorp has recovered all damages incurred on account of such Event of Default 21.4 Any amount owed by Seller, PacifiCorp may offset its damages against any payment due Seller. 11.3.4 Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s sole or exclusive remedy, the Non-Defaulting Party may pursue any and all legal or equitable remedies provided by law, equity or this Agreement. The rights and remedies contemplated by this Section 11 are cumulative such that the exercise of one or more rights or remedies does not constitute a waiver of any other rights or remedies. 11.3.5 In the event of a termination of this Agreement: (a) Each Party must pay party to the other Party all amounts due which is not timely paid shall bear default interest at the other Party under this Agreement rate of LIBOR plus 3% (for all periods prior to termination, subject to offset by 6 Month loans) for the Non- Defaulting Party against damages incurred by the Non-Defaulting Party. (b) The amounts due under this Section 11.3 must be paid within thirtyperiod of default. CHAPTER J- MISCELLANEOUS

Termination and Remedies. 11.3.1 From and during the continuance of an Event of Default, the Non- Defaulting non- defaulting Party will be entitled to all remedies available at law or in equity, and may terminate this Agreement by notice to the other Party designating the date of termination and delivered to the Defaulting defaulting Party no less than fifteen thirty (1530) days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default delivered pursuant to Section 11.1 (and does not have to be a separate notice), ) before the applicable cure period(s) have lapsed and an Event of Default has occurred provided it that the non-defaulting Party complies with the terms of this Section 11.3. 11.3.2 If PacifiCorp 11.3 and that the stated termination date is no earlier than the first (1st) day following expiration of the fifteen (15) day period or the first (1st) day following the expiration of the applicable cure period(s), whichever occurs last (“Earliest Termination Date”). Where Seller is the Defaulting non-defaulting Party, then: (a) Seller must provide copies of such termination notice to the notice addresses of the then-current President and General Counsel of PacifiCorp Utility by registered overnight delivery service or by certified or registered mail, return receipt requested; and (b) Seller’s . A termination notice must state prominently in type font no smaller than 14-point capital letters that “THIS IS A TERMINATION NOTICE UNDER A PPA. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must state any amount alleged to be owed, and must include wiring instructions for payment. 11.3.3 From and after the date upon which Seller fails to remedy an Event . Notwithstanding any other provision of Default within the cure periods, if any, provided in this Agreement, and until PacifiCorp has recovered all damages incurred on account of such Event of Default by Seller, PacifiCorp may offset its damages against any payment due Seller. 11.3.4 Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s sole or exclusive remedyto the contrary, the Nonnon-Defaulting defaulting Party may pursue will not have any and all legal or equitable remedies provided right to terminate this Agreement if the default that gave rise to the termination right is cured by law, equity or this Agreementthe Earliest Termination Date. The rights and remedies contemplated by this Section 11 are cumulative such that the exercise of one or more rights or remedies does not constitute a waiver of any other rights or remedies. 11.3.5 In the event of a termination of this Agreement: (a) Each Party must pay to the other Party all amounts due the other Party under this Agreement for all periods prior to termination, subject to offset by the Non- Defaulting non-defaulting Party against damages incurred by the Non-Defaulting such Party. (b) The amounts due under this Section 11.3 must be paid within thirtythirty (30) days after the billing date for such charges and will bear interest at the Contract Interest Rate from the date of termination until the date paid. The foregoing does not extend the due date of, or provide an interest holiday for, any payments otherwise due under this Agreement. SAMPLE (c) Without limiting the generality of the foregoing, the provisions of Sections 1, 4.1, 4.4, 4.6, 5.4, 5.5, 5.6, 6.2, 6.3, 6.9.1, 6.9.2, 6.10, 10.2, 10.3, 10.4, 10.5, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 12, 13, 15, 16, 17, 18, 19, 20, 21, 22, 23 and 24 survive the termination of this Agreement.

Termination and Remedies. 11.3.1 From and during the continuance of an Event of Default, the Non- Defaulting non- defaulting Party will be entitled to all remedies available at law or in equity, and may terminate this Agreement by notice to the other Party designating the date of termination and delivered to the Defaulting defaulting Party no less than fifteen thirty (1530) days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default delivered pursuant to Section 11.1 (and does not have to be a separate notice), ) before the applicable cure period(s) have lapsed and an Event of Default has occurred provided it that the non-defaulting Party complies with the terms of this Section 11.3. 11.3.2 If PacifiCorp 11.3 and that the stated termination date is no earlier than the first (1st) day following expiration of the fifteen (15) day period or the first (1st) day following the expiration of the applicable cure period(s), whichever occurs last (“Earliest Termination Date”). Where Seller is the Defaulting non-defaulting Party, then: (a) Seller must provide copies of such termination notice to the notice addresses of the then-current President and General Counsel of PacifiCorp Utility by registered overnight delivery service or by certified or registered mail, return receipt requested; and (b) Seller’s . A termination notice must state prominently in type font no smaller than 14-point capital letters that “THIS IS A TERMINATION NOTICE UNDER A PPA. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must state any amount alleged to be owed, and must include wiring instructions for payment. 11.3.3 From and after the date upon which Seller fails to remedy an Event . Notwithstanding any other provision of Default within the cure periods, if any, provided in this Agreement, and until PacifiCorp has recovered all damages incurred on account of such Event of Default by Seller, PacifiCorp may offset its damages against any payment due Seller. 11.3.4 Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s sole or exclusive remedyto the contrary, the Nonnon-Defaulting defaulting Party may pursue will not have any and all legal or equitable remedies provided right to terminate this Agreement if the default that gave rise to the termination right is cured by law, equity or this Agreementthe Earliest Termination Date. The rights and remedies contemplated by this Section 11 are cumulative such that the exercise of one or more rights or remedies does not constitute a waiver of any other rights or remedies. 11.3.5 In the event of a termination of this Agreement: (a) Each Party must pay to the other Party all amounts due the other Party under this Agreement for all periods prior to termination, subject to offset by the Non- Defaulting non-defaulting Party against damages incurred by the Non-Defaulting such Party. (b) The amounts due under this Section 11.3 must be paid within thirtythirty (30) days after the billing date for such charges and will bear interest at the Contract Interest Rate from the date of termination until the date paid. The foregoing does not extend the due date of, or provide an interest holiday for, any payments otherwise due under this Agreement. (c) Without limiting the generality of the foregoing, the provisions of Sections 1, 4.1, 4.4, 4.6, 5.4, 5.5, 5.6, 6.2, 6.3, 6.9.1, 6.9.2, 6.10, 10.2, 10.3, 10.4, 10.5, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 12, 13, 15, 16, 17, 18, 19, 20, 21, 22, 23 and 24 survive the termination of this Agreement.

Termination and Remedies. 11.3.1 From and during the continuance of an Event of Default, the Non- Defaulting non-defaulting Party will shall be entitled to all remedies available at law or in equity, and may terminate this Agreement by notice to the other Party designating the date of termination and delivered to the Defaulting defaulting Party no less than fifteen (15) days 15 Business Days before such termination date. The notice required under by this Section 11.3 may be provided in the notice of default delivered pursuant to Section 11.1 (and does not have to be a separate notice), provided ) so long as it complies with the all other terms of this Section 11.3. 11.3.2 If PacifiCorp is the Defaulting Party. As a precondition to Seller's exercise of this termination right, then: (a) Seller must also provide copies of such termination notice to the notice addresses of the then-current President and General Counsel of PacifiCorp set forth in Section 22. Such copies shall be sent by registered overnight delivery service or by certified or registered mail, return receipt requested; and (b) . In addition, Seller’s 's termination notice must shall state prominently therein in type font typefont no smaller than 14-point all-capital letters that “"THIS IS A TERMINATION NOTICE UNDER A PPA. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must " and shall state therein any amount alleged purported to be owedowed and wiring instructions. Seller will not have any right to terminate this Agreement if the default that gave rise to the termination right is cured within the 15 Business Days of receipt of such notice. Further, and must include wiring instructions for payment. 11.3.3 From from and after the date upon which Seller fails to remedy an Event of Default a default within the cure periods, if any, time periods provided in this AgreementSection 11.1, and until PacifiCorp has recovered all damages incurred on account of such Event of Default default by Seller, without exercising its termination right, PacifiCorp may offset its damages against any payment due Seller. 11.3.4 . Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s 's sole or exclusive remedy, upon termination, the Nonnon-Defaulting defaulting Party may pursue any and all legal or equitable remedies provided by law, equity or this AgreementAgreement (including Section 24.6). The rights and remedies contemplated by this Section 11 are cumulative such that the exercise of one or more rights or remedies does shall not constitute a waiver of any other rights or remedies. 11.3.5 rights. In the event of a termination of this Agreementhereof: (a) Each Party must shall pay to the other Party all amounts due the other Party under this Agreement hereunder for all periods prior to termination, subject to offset by the Non- Defaulting non-defaulting Party against damages incurred by the Non-Defaulting such Party. (b) The amounts due under this pursuant to Section 11.3 must 11.3(a) shall be calculated and paid within thirty30 days after the billing date for such charges and shall bear interest thereon at the Contract Interest Rate from the date of termination until the date paid. The foregoing does not extend the due date of, or provide an interest holiday for any payments otherwise due hereunder. (c) Before and after the effective date of termination, the non- defaulting Party may pursue, to the extent permitted by this Agreement, any and all legal or equitable remedies provided by law, equity or this Agreement (including Section 24.6). (d) Without limiting the generality of the foregoing, the provisions of Sections 4.6, 5.4, 5.5, 6.10.4, 6.10.5, 6.10.7, 10.3, 10.4, 10.5, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, and Section 12, Section 13, Section 23, and Section 24 shall survive the termination hereof.

Termination and Remedies. 11.3.1 From Upon the occurrence of, and during the continuance of continuation of, an Event of Default, subject to the Non- Defaulting cure rights provided for herein, the non- defaulting Party will shall be entitled to all remedies available under this agreement or at law or in equity, and may terminate this Agreement by notice to the other Party designating the date of termination and delivered to the Defaulting defaulting Party no less than fifteen ten (1510) days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default delivered pursuant ; provided, however, that as a precondition to Section 11.1 (and does not have to be a separate notice), provided it complies with the terms Seller’s exercise of this Section 11.3. 11.3.2 If PacifiCorp is the Defaulting Partytermination right, then: (a) Seller must also provide copies of such termination notice to the notice addresses of the then-current Senior Vice President of Commercial Operations and General Counsel Director of PacifiCorp Market Operations of Buyer set forth in Exhibit B. Such copies shall be sent by registered overnight delivery service or by certified or registered mail, return receipt requested; and (b) Seller’s termination notice must requested and shall state prominently therein in type font no smaller than fourteen (14) point all-point capital letters that “THIS IS A TERMINATION NOTICE UNDER A PPATHE PPA BETWEEN GSEC AND [INSERT SELLER FACILITY’S NAME]. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must and shall state therein any amount alleged purported to be owedowed and wiring instructions, and must include wiring instructions for payment. 11.3.3 From and after or the date upon which nature of any non-payment default alleged. Seller fails shall not have any right to remedy an terminate this Agreement if the Event of Default that gave rise to the termination right is cured within the cure periodsfifteen (15) Business Days of Buyer’s receipt of such notice. Further, if any, provided in this Agreementduring the continuation of default by Seller, and until PacifiCorp Xxxxx has recovered all damages incurred on account of such Event of Default default by Seller, PacifiCorp without exercising its termination right, Buyer may offset its damages against any payment due Seller. 11.3.4 Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s sole or exclusive remedy, the Non-Defaulting Party may pursue any and all legal or equitable remedies provided by law, equity or this Agreement. The rights and remedies contemplated by this Section 11 are cumulative such that the exercise of one or more rights or remedies does shall not constitute a waiver of any other rights or remedies. 11.3.5 rights. In the event of a termination of this Agreementhereof: (a) Each Party must pay to the other Party all amounts due the other Party under this Agreement for all periods prior to termination, subject to offset by the Non- Defaulting Party against damages incurred by the Non-Defaulting Party. (b) The amounts due under this Section 11.3 must be paid within thirty

Termination and Remedies. 11.3.1 From Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s sole or exclusive remedy, from and during the continuance of an Event of Default, the Non- Defaulting non-defaulting Party will shall be entitled to all remedies available at law or in equity, and may terminate this Agreement by notice to the other Party designating the date of termination and delivered to the Defaulting defaulting Party no less than fifteen one (151) days Business Day before such termination date. The notice required under by this Section 11.3 may be provided in the notice of default delivered pursuant to Section 11.1 (and does not have to be a separate notice), provided ) so long as it complies with the all other terms of this Section 11.3. 11.3.2 If PacifiCorp is the Defaulting Party. As a precondition to Seller's exercise of this termination right, then: (a) Seller must also provide copies of such termination notice to the notice addresses of the then-then- current President and General Counsel of PacifiCorp set forth in Section 22. Such copies shall be sent by registered overnight delivery service or by certified or registered mail, return receipt requested; and (b) . In addition, Seller’s 's termination notice must shall state prominently therein in type font typefont no smaller than 14-point all-capital letters that “"THIS IS A TERMINATION NOTICE UNDER A SOLAR PPA. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must " and shall state therein any amount alleged purported to be owedowed and wiring instructions. Seller will not have any right to terminate this Agreement if the default that gave rise to the termination right is cured within the 15 Business Days of receipt of such notice. Further, and must include wiring instructions for payment. 11.3.3 From from and after the date upon which Seller a Party fails to remedy an Event of Default a default within the cure periods, if any, time periods provided in this AgreementSection 11.1, and until PacifiCorp the terminating Party has recovered all damages incurred on account of such Event of Default default by Sellerthe defaulting Party, PacifiCorp without exercising its termination right, the non-defaulting Party may offset its damages against any payment due Seller. 11.3.4 the other Party. Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s 's sole or exclusive remedy, upon termination, the Nonnon-Defaulting defaulting Party may pursue any and all legal or equitable remedies provided by law, equity or this AgreementAgreement (including Section 24.6). The rights and remedies contemplated by this Section 11 are cumulative such that the exercise of one or more rights or remedies does shall not constitute a waiver of any other rights or remedies. 11.3.5 rights. In the event of a termination of this Agreementhereof: (a) Each Party must shall pay to the other Party all amounts due the other Party under this Agreement hereunder for all periods prior to termination, subject to offset by the Non- Defaulting non-defaulting Party against damages incurred by the Non-Defaulting such Party. (b) The amounts due under this pursuant to Section 11.3 must 11.3(a) shall be calculated and paid within thirty30 days after the billing date for such charges and shall bear interest thereon at the Contract Interest Rate from the date of termination until the date paid. The foregoing does not extend the due date of, or provide an interest holiday for any payments otherwise due hereunder. (c) Before and after the effective date of termination, the non- defaulting Party may pursue, to the extent permitted by this Agreement, any and all legal or equitable remedies provided by law, equity or this Agreement (including Section 24.5). (d) Without limiting the generality of the foregoing, the provisions of Sections 4.5, 5.4, 5.5, 6.10.4, 6.10.5, 6.10.7, 10.3, 10.4, 10.5, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, and Section 12, Section 13, Section 23, and Section 24 shall survive the termination hereof.

Termination and Remedies. 11.3.1 From and during (a) The Consenting BrandCo Lenders’ obligations under Section 6.01(a) shall automatically terminate upon the continuance occurrence of an Event any of Default, the Non- Defaulting Party will be entitled to all remedies available at law or in equity, and may terminate this Agreement by notice to the other Party designating following events (the date of termination and delivered to such termination, the Defaulting Party no less than fifteen (15) days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default delivered pursuant to Section 11.1 (and does not have to be a separate notice), provided it complies with the terms of this Section 11.3. 11.3.2 If PacifiCorp is the Defaulting Party, then:“BrandCo Settlement Termination Date”): (ai) Seller must provide copies of such termination notice to the notice addresses of the then-current President and General Counsel of PacifiCorp by registered overnight delivery service or by certified or registered mail, return receipt requested; and (b) Seller’s termination notice must state prominently in type font no smaller than 14-point capital letters that “THIS IS A TERMINATION NOTICE UNDER A PPA. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must state any amount alleged to be owed, and must include wiring instructions for payment. 11.3.3 From and after the date upon which Seller fails to remedy an Event of Default within the cure periods, if any, provided in this Agreement, and until PacifiCorp has recovered all damages incurred on account of such Event of Default by Seller, PacifiCorp may offset its damages against any payment due Seller. 11.3.4 Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s sole or exclusive remedy, the Non-Defaulting Party may pursue any and all legal or equitable remedies provided by law, equity or this Agreement. The rights and remedies contemplated by this Section 11 are cumulative such that the exercise of one or more rights or remedies does not constitute a waiver of any other rights or remedies. 11.3.5 In the event of a termination of this Agreement:, in each case solely, as to the Creditors’ Committee, by (A) the Required Consenting BrandCo Lenders pursuant to Section 13.01(a), (e), or (k), (B) the Creditors’ Committee, other than pursuant to pursuant to Section 13.02(a) as a result of a breach by the Required Consenting BrandCo Lenders of their obligations under Section 6.01(a), or (C) by the Debtors pursuant to Section 13.03(c); (aii) Each Party must pay the delivery of a notice by the Required Consenting BrandCo Lenders to counsel to the other Party all amounts due Creditors’ Committee upon the other Party under this Agreement for all periods prior to termination, subject to offset breach by the Non- Defaulting Party against damages incurred by Creditors’ Committee of its obligations under Section 6.01(b), which breach remains uncured (to the Non-Defaulting Partyextent curable) for ten (10) Business Days after the Required Consenting BrandCo Lenders transmit a Breach Notice to counsel to the Creditors’ Committee hereof detailing any such breach; or (iii) the occurrence of the UCC Settlement Termination Date. (b) The amounts due Creditors’ Committee agrees that, upon the occurrence of a BrandCo Settlement Termination Date occurring pursuant to any of the events described in Section 6.02(a)(i) or (ii) (such date, the “UCC Settlement Waiver Date”), (i) the Creditors’ Committee’s obligations under this Section 11.3 must 6.01(b) shall survive; (ii) the UCC BrandCo Challenge Deadline shall immediately and automatically be paid within thirtydeemed to have expired; and (iii) the Creditors’ Committee shall be deemed to have waived any and all rights to assert any Settled Litigation or objections to Confirmation of the Plan on any basis other than an objection on behalf of Holders of General Unsecured Claims and/or Unsecured Notes Claims to Confirmation based upon a valid Alternative Restructuring Proposal for an Acceptable Alternative Transaction received by the Debtors. (c) In the event of a breach by the Required Consenting BrandCo Lenders of their obligations under Section 6.01(a), which breach remains uncured for ten (10) Business Days after the Creditors’ Committee transmits a Breach Notice to counsel to the Ad Hoc Group of BrandCo Lenders detailing such breach, the Creditors’ Committee may elect to either (i) terminate the Creditors’ Committee’s obligations under Section 6.01(b) by delivering a notice to counsel to the Ad Hoc Group of BrandCo Lenders (the date of such termination, the “UCC Settlement Termination Date”) or (ii) seek specific performance of the Consenting BrandCo Lenders’ obligations under Section 6.01(a); provided that, for the avoidance of doubt, the Creditors’ Committee shall not be permitted to seek specific performance of Section 6.01(a) at any time after the UCC Settlement Waiver Date. Upon the UCC Settlement Termination Date, (x) the Creditors’ Committee shall be permitted to seek standing and, if granted standing, to prosecute a UCC BrandCo Challenge in respect to the Settled Litigation and (y) the UCC BrandCo Challenge Deadline shall be deemed to occur on the date that is five (5) days after the UCC Settlement Termination Date; provided that, if the breach by the Required Consenting BrandCo Lenders is subsequently cured, the Creditors’ Committee shall immediately withdraw such UCC BrandCo Challenge and any notice of a UCC Settlement Termination Date shall be deemed rescinded. For the avoidance of doubt, at any time prior to the UCC Settlement Termination Date, the Required Consenting BrandCo Lenders may seek specific performance of the Creditors’ Committee’s obligations under Section 6.

Termination and Remedies. 11.3.1 From and during the continuance of an Event of Default, the Non- Defaulting non-defaulting Party will shall be entitled to all remedies available at law or in equity, and may terminate this Agreement by notice to the other Party designating the date of termination and delivered to the Defaulting defaulting Party no less than fifteen (15) days 15 Business Days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default delivered pursuant ; provided, however, that as a precondition to Section 11.1 (and does not have to be a separate notice), provided it complies with the terms Seller's exercise of this Section 11.3. 11.3.2 If PacifiCorp is the Defaulting Partytermination right, then: (a) Seller must also provide copies of such termination notice to the notice addresses of the then-current President and General Counsel of PacifiCorp set forth in Section 22. Such copies shall be sent by registered overnight delivery service or by certified or registered mail, return receipt requested; and (b) . In addition, Seller’s 's termination notice must shall state prominently therein in type font typefont no smaller than 14-point all-capital letters that “"THIS IS A TERMINATION NOTICE UNDER A WIND PPA. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must " and shall state therein any amount alleged purported to be owedowed and wiring instructions. Seller will not have any right to terminate this Agreement if the default that gave rise to the termination right is cured within the 15 Business Days of receipt of such notice. Further, and must include wiring instructions for payment. 11.3.3 From from and after the date upon which Seller fails to remedy an Event of Default a default within the cure periods, if any, time periods provided in this AgreementSection 11.1, and until PacifiCorp has recovered all damages incurred on account of such Event of Default default by Seller, without exercising its termination right, PacifiCorp may offset its damages against any payment due Seller. 11.3.4 . Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s 's sole or exclusive remedy, upon termination, the Nonnon-Defaulting defaulting Party may pursue any and all legal or equitable remedies provided by law, equity or this AgreementAgreement (including Section 24.6). The rights and remedies contemplated by this Section 11 are cumulative such that the exercise of one or more rights or remedies does shall not constitute a waiver of any other rights or remedies. 11.3.5 rights. In the event of a termination of this Agreementhereof: (a) Each Party must shall pay to the other Party all amounts due the other Party under this Agreement hereunder for all periods prior to termination, subject to offset by the Non- Defaulting non-defaulting Party against damages incurred by the Non-Defaulting such Party. (b) The amounts due under this pursuant to Section 11.3 must 11.3(a) shall be calculated and paid within thirty30 days after the billing date for such charges and shall bear interest thereon at the Contract Interest Rate from the date of termination until the date paid. The foregoing does not extend the due date of, or provide an interest holiday for any payments otherwise due hereunder. (c) Before and after the effective date of termination, the non- defaulting Party may pursue, to the extent permitted by this Agreement, any and all legal or equitable remedies provided by law, equity or this Agreement (including Section 24.6). (d) Without limiting the generality of the foregoing, the provisions of Sections 4.5, 5.4, 6.10.4, 6.10.5, 8.1, 9.5, 9.6, 10.3, 10.4, 10.5, 11.3, 11.4, 11.5, 11.9, and Section 12 and Section 23 shall survive the termination hereof.