Article XI. Events of Default; Termination; Remedies; Force Majeure and Change in Law

Section 11.01 Events of Default. Each of the following events shall constitute an "Event of Default" under this Agreement:

(a) Buyer's failure to make any required payment not disputed in good faith when due under this Agreement, if such failure is not remedied within thirty (30) days after its receipt of written notice thereof from Supplier ("Payment Failure").

(b) [Supplier's failure to achieve Commercial Operation by the Commercial Operations Target Date ("COD Failure") (for which failure no cure will be permitted, absent the Parties' written agreement otherwise).]

(c) Supplier's failure to Deliver any Contract Quantity of Credits ("Contract Quantity Failure"), if such failure is not cured in accordance with Section 7.01(b) (in the case of a Generation Shortfall) or Section 7.02 (in the case of a Delivery Shortfall).

(d) Supplier's failure to Deliver the Generation Shortfall Makeup if Generation Shortfalls greater in aggregate than [twenty-five] percent ([25]%) of the Total Contract Quantity exist ("Generation Shortfall Failure") (for which failure no cure will be permitted, absent the Parties' written agreement otherwise).

(e) Supplier's failure to Deliver the Delivery Shortfall Makeup if Delivery Shortfalls greater in aggregate than [twenty-five] percent ([25]%) of the Total Contract Quantity exist ("Delivery Shortfall Failure") (for which failure no cure will be permitted, absent the Parties' written agreement otherwise).

(f) Supplier's material breach of any provision of this Agreement (other than a COD Failure, or Contract Quantity Failure) ("Supplier Breach"), which breach (if curable) is not cured within thirty (30) days after Supplier's receipt of written notice thereof from Buyer.

(g) Buyer's material breach of any provision of this Agreement ("Buyer Breach"), which breach (if curable) is not cured within thirty (30) days after its receipt of written notice thereof from Supplier.

(h) Either Party becoming the subject of a receivership, foreclosure, dissolution, insolvency, or bankruptcy proceeding under any Applicable Law, making a general assignment of its assets for the benefit of its creditors, or having an administrator, trustee, receiver, conservator, or similar official appointed with respect to it or a material portion of its assets, in any case that is not dismissed, vacated, or stayed within sixty (60) days of being instituted (an "Insolvency Event").

Section 11.02 Financing Party Accommodation. Supplier shall provide to Buyer the name and notice address of any Person extending credit to Supplier or any Affiliate of Supplier in connection with the Project (each, a "Supplier Lender"). If Buyer believes a default or breach by Supplier has occurred hereunder, Buyer shall deliver written notice of such default or breach to Supplier in accordance with this Agreement and Buyer and Supplier shall consult in good faith regarding notification of any Supplier Lender. Upon such consultation, either Party may provide each Supplier Lender with a copy of the written notice of default or breach delivered to Supplier. Any Supplier Lender may, but will not be obligated to, exercise any cure rights accorded to Supplier herein, subject to the terms and conditions hereof, for the benefit of Supplier; provided, that the right of Supplier to have any Event of Default cured by any Supplier Lender shall be the right of Supplier only, and nothing in this Section 11.02 shall be construed as making any Supplier Lender a third-party beneficiary of this Section.

Section 11.03 Termination. If an Event of Default has occurred and is continuing with respect to a Party (the "Defaulting Party"), the other Party (the "Non-Defaulting Party") may, in its sole discretion, give Notice to the Defaulting Party designating a day no earlier than the day such Notice is effective as an early termination date ("Early Termination Date").

Section 11.04 Remedies. On the Early Termination Date and except as set forth in this Section 11.04 and Section 19.17, all obligations due on or after the Early Termination Date under this Agreement shall be terminated. If an Early Termination Date has been designated, the Non-Defaulting Party shall have the following rights and remedies with respect to the following events, and such rights and remedies will be the exclusive rights and remedies with respect to the corresponding Event of Default:

(a) In the case of a Payment Failure, Buyer shall, upon the Early Termination Date, pay to Supplier an amount equal to (i) (A) if Supplier has sold the Credits or Environmental Attributes Buyer failed to purchase to a third party, the amount, if any, by which the Unit Price per each Credit or Environmental Attribute not purchased exceeds the price paid to Supplier therefor by an unaffiliated third party on a spot-market basis, or (B) if Supplier has not sold the Credits or Environmental Attributes Buyer failed to purchase to a third party, the Unit Price; multiplied by (ii) the number of Credits or Environmental Attributes Buyer failed to purchase.

(b) In the case of a Contract Quantity Failure (including a Generation Shortfall Failure or a Delivery Shortfall Failure), Supplier shall (i) offer Replacement Credits or other Environmental Attributes to Buyer that are acceptable to Buyer, in its reasonable discretion, at Supplier's cost, or (ii) if such Replacement Credits or Environmental Attributes are not available or are not reasonably acceptable to Buyer, pay to Buyer the amount by which the Unit Price per each Credit or Environmental Attribute not delivered is less than the average spot-market price for a Replacement Credit or Environmental Attribute on the Early Termination Date. Buyer shall not refuse to accept Replacement Credits or other Environmental Attributes which are Generated using the same technology and methods as the Project used (or, in the case of a Generation Shortfall, would have used) in Generating the Credits being replaced and which are recorded in the Registry pursuant to the Carbon Standard Rules.

(c) In the case of a Supplier Breach of any obligation regarding the validity, value, or transferability of Contract Credits, Supplier shall (i) offer Replacement Credits or other Environmental Attributes to Buyer that are acceptable to Buyer, in its reasonable discretion, or (ii) if such Replacement Credits or Environmental Attributes are not available or are not acceptable to Buyer, in its reasonable discretion, reimburse Buyer for the Unit Price paid in respect of any Credits Delivered that are not valid, fail to accurately represent the identity, volume, and CO2e of Greenhouse Gasses removed by the Project, fail to comply in all material respects with the terms of this Agreement, including the requirements of the Carbon Standard Rules, are subject to colorable third party claims, or otherwise do not convey to Buyer all right, title, and interest in and to such Credits, free and clear of any liens or Encumbrances, together with any related fine, fee, or penalty incurred by Buyer. The remedies in this Section 11.04(e) apply to a failure by Supplier to comply with the terms of this Agreement, including the requirements of the Carbon Standard Rules, which failure results in or contributes to the release of previously removed and stored CO2e back into the atmosphere.

(d) In the case of any failure or breach by either Party (an Insolvency Event shall not be deemed to be a failure or breach) which exists beyond the applicable notice and cure period (if any) and for which a specific remedy is not explicitly provided herein, the Non-Defaulting Party shall, upon and subject to termination of this Agreement, notify the Defaulting Party in writing of the amount of the Termination Payment and whether the Termination Payment is due to or from the Defaulting Party. If the Termination Payment is a positive number, it shall be payable by the Defaulting Party to the Non-Defaulting Party within thirty (30) Business Days after the effective date of such notice. If the Termination Payment is a negative number, it shall be deemed to be zero.

Section 11.05 No-Fault Termination Event.

(a) The occurrence of any of the following events shall constitute a "No-Fault Termination Event":

(i) a Force Majeure Event having occurred and continuing, as a result of which the Affected Party has been for a continuous period of twelve (12) months, and continues to be, unable to perform its material obligations under this Agreement;

(ii) a Change in Law having occurred with respect to this Agreement or the Project, as a result of which the Affected Party has been for a continuous period of twelve (12) months, and continues to be, unable to perform its material obligations under this Agreement;

(iii) [any increase in Verification and Registry Costs causes the Unit Price applicable to any Contract Year to [increase/decrease] by an amount equal to at least thirty percent (30%) of the Unit Price applicable to the prior Contract Year;]

(iv) so long as no Generation Shortfall Failure has occurred as defined in Section 11.01(d), the occurrence of a Generation Shortfall greater than twenty-five (25%) of the Total Contract Quantity (for such failure no cure will be permitted unless the Parties agree otherwise in writing); or

(v) Commercial Operation has not occurred by the Commercial Operations Target Date due to circumstances outside the control of either Party.

(b) Upon the occurrence of a No-Fault Termination Event, either Party shall be entitled to terminate this Agreement by not more than twenty (20) Business Days written notice to the other Party specifying the applicable No-Fault Termination Event and designating a day not earlier than the day upon which such Notice becomes effective as the termination date. Upon such termination, the obligations of both Parties under this Agreement shall cease, except for any rights, obligations and liabilities accruing prior to the date of such termination.

Section 11.06 Force Majeure Events and Change in Law.

(a) If a Force Majeure Event or Change in Law occurs, each Party shall, promptly upon becoming aware of it, use all reasonable efforts to notify the other Party in writing of the Force Majeure Event or Change in Law. To the extent available, that Party should also provide details of the Force Majeure Event or Change in Law, the likely duration of such events or circumstances, and their consequences on the Parties' obligations under this Agreement. If a Force Majeure Event or Change in Law has occurred and is continuing, an Affected Party shall not be in breach of this Agreement, nor be liable for failure or delay in performing its obligations under this Agreement, in each case, to the extent reasonably caused by the Force Majeure Event or Change in Law.

(b) After delivery of a Notice in accordance with Section 11.06(a), the Affected Party shall (to the extent possible) keep the other Party informed of material developments relating to the Force Majeure Event or Change in Law.

(c) The Affected Party shall use reasonable efforts to continue to perform its obligations under this Agreement and to minimize the adverse effects of the Force Majeure Event or Change in Law.

(d) The Affected Party shall notify the other Party of the steps it proposes to take to minimize the effects of such Force Majeure Event or Change in Law, including any reasonable alternative means for the performance of its obligations under this Agreement. The other Party shall use reasonable efforts to cooperate in taking such steps, if and to the extent that it is not prejudiced by doing so.

(e) The obligations of the Party that is not the Affected Party shall be suspended to the same extent as those of the Affected Party.