Common use of Willful Defaults Clause in Contracts

Willful Defaults. Any Xxxxxxx Party fails to perform or observe any covenant or agreement set forth in Sections 2.01 through 2.05 and such failure continues for ten Business Days after such Xxxxxxx Party receiving written notice thereof from any Reliant Retail Obligor, which notice makes specific reference to this Section 8.02(b) and provides reasonably detailed information regarding the facts constituting such failure; provided that any such failure shall not fall within the provisions of this Section 8.02(b) in the event that both: (i) the covenant or agreement the Xxxxxxx Party failed to perform or observe is a covenant or agreement that necessarily involves a consent, determination or judgment required to be made by any Xxxxxxx Party or Reliant Retail Obligor in a “reasonable” or “commercially reasonable” manner, or in “good faith” or with “reasonable discretion” or without unreasonably withholding any such consent (each, a “Decision”); and (ii) there is a good faith dispute among the parties as to such Decision; provided further, however, that the foregoing proviso shall not apply at any time that (1) any Xxxxxxx Party is in breach of its obligations to provide or maintain ML Guarantees or Credit Support Agreements with two or more Core Accepted Counterparties when required by this Agreement, or (2) any Xxxxxxx Party is in breach of its obligations to post collateral to any two or more Accepted Counterparties when required by the applicable Credit Support Agreement; or

Willful Defaults. Any Xxxxxxx Party fails to perform or observe any covenant or agreement set forth in Sections 2.01 through 2.05 and such failure continues for ten Business Days after such Xxxxxxx Party receiving written notice thereof from any Reliant Retail Obligor, which notice makes specific reference to this Section 8.02(b) and provides reasonably detailed information regarding the facts constituting such failure; provided that any such failure shall not fall within the provisions of this Section 8.02(b) in the event that both: (i) the covenant or agreement the Xxxxxxx Party failed to perform or observe is a covenant or agreement that necessarily involves a consent, determination or judgment required to be made by any Xxxxxxx Party or Reliant Retail Obligor in a “reasonable” or “commercially reasonable” manner, or in “good faith” or with “reasonable discretion” or without unreasonably withholding any such consent (each, a “Decision”); and (ii) there is a good faith dispute among the parties as to such Decision; provided further, however, that the foregoing proviso shall not apply at any time that (1) any Xxxxxxx Party is in breach of its obligations to provide or maintain ML Guarantees or Credit Support Agreements with two or more Core Accepted Counterparties when required by this Agreement, or (2) any Xxxxxxx Party is in breach of its obligations to post collateral to any two or more Accepted Counterparties when required by the applicable Credit Support Agreement; or

Willful Defaults. Any Xxxxxxx Party fails to perform or observe any covenant or agreement set forth in Sections Section 2.01 through 2.05 and such failure continues for ten Business Days after such Xxxxxxx Party receiving written notice thereof from any Reliant Retail Sleeve Obligor, which notice makes specific reference to this Section 8.02(b) and provides reasonably detailed information regarding the facts constituting such failure; provided that any such failure shall not fall within the provisions of this Section 8.02(b) in the event that both: (i) the covenant or agreement the Xxxxxxx Party failed to perform or observe is a covenant or agreement that necessarily involves a consent, determination or judgment required to be made by any Xxxxxxx Party or Reliant Retail Sleeve Obligor in a “reasonable” or “commercially reasonable” manner, or in “good faith” or with “reasonable discretion” or without unreasonably withholding any such consent (each, a “Decision”); and (ii) there is a good faith dispute among the parties as to such Decision; provided further, however, that the foregoing proviso shall not apply at any time that (1) any Xxxxxxx Party is in breach of its obligations to provide or maintain ML Guarantees or Credit Support Agreements with two or more Core Accepted Counterparties when required by this Agreement, or (2) any Xxxxxxx Party is in breach of its obligations to post collateral to any two or more Accepted Counterparties when required by the applicable Credit Support Agreement; or