Common use of Owner Default Clause in Contracts

Owner Default. 31.5.1 The following shall constitute a default by Owner: (a) Subject to the provisions of this Agreement excusing such action, Owner shall fail to pay when due any undisputed amount under this Agreement and such failure shall continue uncorrected for a period for [***] Days after Notice thereof from Contractor; (b) Owner commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Owner conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; and (c) There has been instituted against Owner any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property or assets of Owner, or Owner generally does not pay its debts as they become due; provided, however, that Owner shall have [***] Days to cure this default following Notice thereof from Contractor. 31.5.2 Contractor shall have the right to terminate this Agreement upon the occurrence of a default by Owner by delivery of a Notice of termination to Owner. Upon such termination, Contractor will be compensated (i) the Reimbursable Costs, Contractor’s G&A and Contractor’s Margin for all Work performed through the date of termination, and (ii) the reasonable costs to demobilize and any unavoidable cancellation charges from Subcontractors. Any such termination shall not relieve Contractor of its obligations to perform Corrective Work during any applicable Warranty Period.

Owner Default. 31.5.1 The following shall constitute a default by Owner: (a) Subject to the provisions of this Agreement excusing such action, Owner shall fail to pay when due any undisputed amount under this Agreement and such failure shall continue uncorrected for a period for [***] Days after Notice thereof from Contractor; (b) Owner commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Owner conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; and; (c) There has been instituted against Owner any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property or assets of Owner, or Owner generally does not pay its debts as they become due; provided, however, that Owner shall have [***] Days to cure this default following Notice thereof from Contractor; and (d) The Phase 1 Agreement is validly terminated by Contractor as the result of an event of default by Owner under the Phase 1 Agreement. 31.5.2 Contractor shall have the right to terminate this Agreement upon the occurrence of a default by Owner by delivery of a Notice of termination to Owner. Upon such termination, Contractor will be compensated (i) the Reimbursable Costs, Contractor’s G&A and Contractor’s Margin for all Work performed through the date of termination, and (ii) the reasonable costs to demobilize and any unavoidable cancellation charges from Subcontractors. Any such termination shall not relieve Contractor of its obligations to perform Corrective Work during any applicable Warranty Period.

Owner Default. 31.5.1 The following shall constitute a default Failure of the Owner, which has neither been remedied nor waived, to pay the Contractor as required by Owner: (a) Subject the Construction Contract or to perform and complete or comply with the other terms thereof. This bond is subject to the provisions attached Dual Obligee Rider dated [ ]. (Space is provided below for additional signatures of added parties other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY (Corporate Seal) (Corporate Seal) Company: Company: Address: Address: Name and Title: Name and Title: Signature: Signature: TO BE ATTACHED TO AND FORM PART OF Performance and Payment Bond NO. , dated concurrently with the execution of this Agreement excusing such actionRider, Owner issued by the , a corporation, as Surety, on behalf of ▇▇▇▇▇, Inc., as Principal, and in favor of , as Obligee. IT IS HEREBY UNDERSTOOD AND AGREED that the above described bond(s) are hereby amended to include the following paragraph: Notwithstanding anything contained herein to the contrary, there shall fail to pay when due any undisputed amount under this Agreement and such failure shall continue uncorrected for a period for [***] Days after Notice thereof from Contractor; (b) Owner commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an assignment for be no liability on the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Owner conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; and (c) There has been instituted against Owner any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property Principal or assets of OwnerSurety under this bond to the Obligees, or Owner generally does not pay its debts either of them, unless the Obligees, or either of them, shall make payments to the Principal or to the Surety in case it arranges for completion of the Contract upon default of the Principal, strictly in accordance with the terms of said Contract as they become due; provided, however, that Owner shall have [***] Days to cure this default following Notice thereof from Contractor. 31.5.2 Contractor shall have the right to terminate this Agreement upon the occurrence of a default by Owner by delivery of a Notice of termination to Owner. Upon such termination, Contractor will be compensated (i) the Reimbursable Costs, Contractor’s G&A and Contractor’s Margin for all Work performed through the date of terminationpayments, and (iishall perform all the other obligations required to be performed under said Contract at the time and in the manner therein set forth. IT IS FURTHER UNDERSTOOD AND AGREED that nothing herein contained shall be held to change, alter or vary the terms of the above described bond(s) the reasonable costs to demobilize and any unavoidable cancellation charges from Subcontractorsexcept as hereinbefore set forth. Any such termination shall not relieve Contractor SIGNED, SEALED AND DATED this day of its obligations to perform Corrective Work during any applicable Warranty Period, 200 .

Owner Default. 31.5.1 The Upon the happening of any Event of Default by Owner, Developer shall have the absolute unconditional right, in addition to all other rights and remedies available to Developer at law or in equity, to terminate this Agreement by giving written notice of such termination to Owner. Any one or more of the following events shall constitute a default an “Event of Default” by OwnerOwner under this Agreement: (a) Subject If Owner shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Owner under the provisions of this Agreement excusing such actionAgreement, Owner shall fail to pay when due any undisputed amount under this Agreement and such failure shall continue uncorrected uncured for thirty (30) calendar days after the giving of written notice thereof by Developer to Owner specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Owner commences curative action within said thirty (30) calendar day period for [***] Days and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after Notice thereof from Contractor;the giving of such notice. (b) If Owner commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an shall make a general assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Owner conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; and; (c) There has been instituted If any petition shall be filed by or against Owner in any casecourt, proceeding pursuant to any statute of the United States or action seeking of any State, in any bankruptcy, reorganization, arrangement, adjustmentdissolution, liquidation, dissolution composition, extension, arrangement or composition of insolvency proceedings, and Owner files, consents to or its debts directly or assetsindirectly acquiesces to such petition; (d) If, which shall not have been terminatedin any proceeding, stayed a receiver, trustee, liquidator or dismissed within [***] Days after commencement, similar court- appointed agent be appointed for all or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part substantial portion of the property or assets of OwnerDeveloper, and same shall not be discharged within thirty (30) calendar days after such appointment; or (e) If any amounts or sums due by Owner generally does not pay its debts as they become due; provided, however, that Owner shall have [***] Days to cure this default following Notice thereof from Contractor. 31.5.2 Contractor shall have the right to terminate Developer under this Agreement upon are not paid when due and such non-payment continues for thirty (30) calendar days after written notice from Developer to Owner specifying the occurrence of a default by payment Owner by delivery of a Notice of termination has failed to Owner. Upon such termination, Contractor will be compensated (i) the Reimbursable Costs, Contractor’s G&A and Contractor’s Margin for all Work performed through the date of termination, and (ii) the reasonable costs to demobilize and any unavoidable cancellation charges from Subcontractors. Any such termination shall not relieve Contractor of its obligations to perform Corrective Work during any applicable Warranty Periodmake.

Owner Default. 31.5.1 The (a) Each of the following shall constitute a default by Owneris an “Owner Event of Default” herein: (ai) Subject Owner does not pay any invoice amount, or other portion of the Purchase Price, or any other amount owed to Builder, in the provisions of this Agreement excusing such action, Owner shall fail to pay correct amount when due any undisputed amount under this Agreement and such failure shall continue uncorrected for a period for [***] Days after Notice thereof from Contractordue; (bii) Any representation or warranty of Owner in the Contract Documents is found to be untrue as of the date it was made in any material respect; (iii) Owner commences does not perform any caseof its obligations under this Agreement; or (iv) Owner: (A) applies for or consents to or becomes subject to the appointment of a receiver, proceeding trustee or other action seeking reorganizationliquidator of itself, arrangement, adjustment, liquidation, dissolution or composition of itself all or substantially all of its debts or assets, or adopts an arrangement with or (B) makes an a general assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general (C) becomes or is declared insolvent adjudicated insolvent, (D) commences or Owner conceals becomes subject to any proceeding under the bankruptcy laws or removes any part other insolvency or debtor’s relief law of its property with the intent to hinderany jurisdiction and such proceeding, delay or defraud its creditorsif not voluntarily commenced by Owner, or makes or suffers any transfer of its property which may be fraudulent under applicable Lawis not dismissed within sixty (60) days after it is commenced, or admits in writing its inability (E) shall fail to pay its debts; and (c) There has been instituted against Owner any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property or assets of Owner, or Owner generally does not pay its debts as they become due; provided, however(F) merges into or consolidates with any entity and is not the surviving entity, (vii) dissolves or liquidates, (G) becomes the subject of any dissolution or liquidation proceeding and any such proceeding, if not voluntarily commenced, is not dismissed within sixty (60) days after it is commenced, or (H) commences, agrees to or is or becomes subject to any action taken for the purpose of effectuating any of the foregoing. (b) On the occurrence of an Owner Event of Default, Builder may stop all Work. Unless it is determined that an Owner Event of Default had not occurred, demobilization and remobilization expenses incurred by Builder shall be paid by Owner. If (i) an Owner Event of Default for nonpayment continues for [*] after Builder notifies Owner in writing that Owner shall have is in default for that reason; (ii) a default consisting of the Owner’s nonperformance of any of its other obligations continues for [*] after Builder notifies Owner in writing that Owner is in default for that reason, or (iii) any other Owner Event of Default occurs: (A) All amounts then due and owing from Owner to that point of construction, shall be paid immediately by Owner, together with interest on the unpaid amount since it became due at the rate of [*]; (B) All other amounts owed by Owner to Builder under this Agreement, Change Orders, and otherwise shall be calculated by Builder and an invoice therefor shall be given to Owner in the manner provided for notice in Section 39. Owner shall pay all such amounts, including interest thereon, at the rate of [*] Days to cure this default following Notice thereof from Contractorthe date such invoice is delivered, until paid. 31.5.2 Contractor (C) If the Vessel can be floated, and if the Vessel has not been launched, Builder may launch it and remove it from the Shipyard and retain possession of the Vessel pending receipt of the amounts due as specified in Sections 24(b)(A) and 24(b)(B). During and after the launch, Owner shall have bear all risk of loss of or damage to the right Vessel and the property thereon, provided that Builder shall, at all times while Builder retains possession of the Vessel, continue to insure the Vessel in accordance with the terms of this Agreement. The payment of monies due as specified in Sections 24(b)(A) and 24(b)(B), launching of the Vessel and delivery of the incomplete Vessel to Owner shall terminate this Agreement upon which, except for Builder’s warranties, and Owner’s indemnification obligations, shall then be of no further force or effect as between the parties. (D) If the Vessel cannot be launched or floated, Builder may, but is not required to, continue construction of the Vessel or take other steps that it determines, in its sole discretion, are appropriate to enable it to launch or otherwise store the Vessel, the actual cost of which shall be damages recoverable from Owner. (E) If Owner fails to pay all amounts, including invoice amounts, owed to the Builder after six (6) months after the occurrence of an Event of Default and the Vessel then occupies space at the Shipyard or at a default dock owned or leased by Builder or an affiliate thereof, Builder may sell the Vessel to the highest bidder at public auction and collect moneys owed pursuant to this Agreement and any and all costs of storing, insuring and selling the Vessel, including possible movement or dismantling costs. Any proceeds remaining from such sale after satisfaction of all amounts due to Builder hereunder shall be remitted to Owner to the extent of amounts paid by Owner by delivery of a Notice of termination to Owner. Upon such termination, Contractor will be compensated (i) the Reimbursable Costs, Contractor’s G&A and Contractor’s Margin for all Work performed through the date of termination, and (ii) the reasonable costs to demobilize and any unavoidable cancellation charges from Subcontractors. Any such termination shall not relieve Contractor of its obligations to perform Corrective Work during any applicable Warranty PeriodBuilder hereunder.

Owner Default. 31.5.1 The occurrence of any one or more of the following events shall constitute a an event of default by Owner:Owner hereunder (“Owner Event of Default”): (a) Subject to the provisions of this Agreement excusing such action, 13.3.1 Owner shall fail to pay when due any undisputed amount under this Agreement and such failure shall continue uncorrected for makes a period for [***] Days after Notice thereof from Contractor; (b) Owner commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an general assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Owner conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability is unable to pay its debts; and (c) There has been instituted against Owner any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property or assets of Owner, or Owner generally does not pay its debts as they become due; provided, howeveror becomes the subject of any voluntary or involuntary bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding under any Applicable Laws, now in existence or hereafter becoming effective, and, in the case of any such involuntary proceeding, that is not dismissed or stayed within forty-five (45) Days after it is commenced; 13.3.2 Owner shall have [***] Days fails, for any reason, to make prompt payments required to be made by Owner to Contractor that is not otherwise in dispute; 13.3.3 Owner has made a material misrepresentation in this Agreement and fails to cure this same within thirty (30) Days after notice from Contractor that specifies the damages to Contractor that have or will result from such misrepresentation; 13.3.4 Owner is in material default following Notice thereof of the Asset Purchase Agreement and such default is not cured as provided by the Asset Purchase Agreement; or 13.3.5 Owner is otherwise in material breach of any provision of, or has failed to perform its material obligations under, the Agreement and Agreement Documents and such failure continues for thirty (30) Days after written notice from Contractor that specifies the damages to Contractor that have or will result from such breach; or provide a plan that is acceptable to Contractor. 31.5.2 Contractor , in the sole discretion of Contractor, to commence a cure within thirty (30) Days after receipt of notice and diligently and continuously pursue a cure, and if such default is capable of cure within ninety (90) Days, then such default shall have the right to terminate this Agreement upon the occurrence not be an Owner Event of a default by Owner by delivery of a Notice of termination to Owner. Upon such termination, Contractor will be compensated Default unless it remains uncured ninety (i90) the Reimbursable Costs, Contractor’s G&A and Contractor’s Margin for all Work performed through Days from the date of termination, and (ii) the reasonable costs original written notice from Contractor 13.3.6 Owner has failed to demobilize and any unavoidable cancellation charges from Subcontractors. Any such termination shall not relieve Contractor of its obligations to perform Corrective Work during any applicable Warranty Periodprovide or maintain the Owner LOC as required under Section 4.1.2.

Owner Default. 31.5.1 (a) The occurrence of any one or more of the following matters shall constitute a default by Owner: (a) Subject to the provisions of this Agreement excusing such action, Owner shall fail to pay when due any undisputed amount under this Agreement and such failure shall continue uncorrected for a period for [***] Days after Notice thereof from Contractor(an “Owner Default”): (i) Owner becomes insolvent or generally fails to pay, or admits in writing its inability or unwillingness to pay, its debts as they become due; (bii) Owner commences makes a general assignment for the benefit of its creditors; (iii) Owner shall commence or consent to any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Owner conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; and (ca) There has been instituted against Owner any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or its of Owner’s debts under any Applicable Law relating to bankruptcy, insolvency, reorganization or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencementrelief of debts, or (b) seeking appointment of a trustee, receiver, custodian trustee or other like similar official is appointed for Owner or to take possession of for all or any part of the property Owner’s property; (iv) any case, proceeding or assets other action against Owner shall be commenced (a) seeking to have an order for relief entered against Owner as debtor, (b) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or Owner’s debts under any Applicable Law relating to bankruptcy, insolvency, reorganization or relief of debtors, or (c) seeking appointment of a receiver, trustee, or similar official for Owner or for all or any part of Owner’s property; and such case, proceeding or action is not dismissed within sixty (60) days thereafter; (v) Owner generally does fails to pay to Contractor any payment required under this Agreement which is not pay its debts as they become duesubject to a good faith dispute by Owner or which Owner is not entitled to withhold payment in accordance with this Agreement, and such failure continues for thirty (30) days after receipt of written notice of such failure; providedor (vi) An “Owner Default” under the Power Island Supply Agreement occurs which is due to any breach by Owner of the Retained Obligations or, howeverto the extent allocable to Owner, the Shared Obligations (provided that no additional cure period beyond what is provided in the Power Island Supply Agreement will apply to this Owner shall have [***] Days to cure this default following Notice thereof from ContractorDefault). 31.5.2 Contractor shall have the right to terminate this Agreement upon (b) Upon the occurrence of a default by Owner by delivery of a Notice of termination to an Owner. Upon such termination’s Default, Contractor will be compensated may (i) suspend its performance of the Reimbursable CostsWork, Contractor’s G&A and Contractor’s Margin for all Work performed through the date of termination, and or (ii) the reasonable costs terminate this Agreement. If this Agreement is so terminated by Contractor for an Owner’s Default, Contractor, as its sole and exclusive remedy hereunder, shall be entitled to demobilize and any unavoidable cancellation charges from Subcontractors. Any such termination shall not relieve Contractor of its obligations to perform Corrective Work during any applicable Warranty Periodreceive amounts calculated in accordance with Section 16.4.

Owner Default. 31.5.1 (a) The occurrence of any one or more of the following matters shall constitute a default by Owner: (a) Subject to the provisions of this Agreement excusing such action, Owner shall fail to pay when due any undisputed amount under this Agreement and such failure shall continue uncorrected for a period for [***] Days after Notice thereof from Contractor(an “Owner Default”): (i) Owner becomes insolvent or generally fails to pay, or admits in writing its inability or unwillingness to pay, its debts as they become due; (bii) Owner commences makes a general assignment for the benefit of its creditors; (iii) Owner shall commence or consent to any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Owner conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; and (ca) There has been instituted against Owner any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or its of Owner’s debts under any Law relating to bankruptcy, insolvency, reorganization or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencementrelief of debts, or (b) seeking appointment of a trustee, receiver, custodian trustee or other like similar official is appointed for Owner or to take possession of for all or any part of the property Owner’s property; (iv) any case, proceeding or assets other action against Owner shall be commenced (a) seeking to have an order for relief entered against Owner as debtor, (b) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or Owner’s debts under any Law relating to bankruptcy, insolvency, reorganization or relief of debtors, or (c) seeking appointment of a receiver, trustee, or similar official for Owner or for all or any part of Owner’s property; and such case, proceeding or action is not dismissed within sixty (60) days thereafter; (v) any representation or warranty of Owner generally does contained in Article 15 of this Agreement shall prove to be materially false or intentionally misleading at the time such representation or warranty is made; (vi) Owner assigns, conveys or transfers this Agreement or any interest herein in manner not permitted under Section 20.3; (vii) Owner fails to pay to Supplier any payment required under this Agreement which is not subject to a good faith dispute by Owner, and such failure continues for thirty (30) days after receipt of written notice of such failure; or (viii) Except as otherwise expressly provided for in this Section 16.2, Owner is in breach of any of its debts as they become duematerial obligations under this Agreement, and such breach continues for thirty (30) days after Owner’s receipt of written notice thereof from Supplier; provided, however, that if such breach cannot with due diligence be remedied by Owner within such thirty (30) day period, and Owner shall have [***] Days to cure this default following Notice thereof from Contractordiligently prosecuted the remedying of such breach within such thirty (30) days, such period shall be extended by an additional sixty (60) days. 31.5.2 Contractor (b) Upon the occurrence of an Owner’s Default, Supplier may (i) proceed against Owner in accordance with Article 18, (ii) suspend its performance of the Work, and/or (iii) terminate this Agreement. If this Agreement is so terminated by Supplier for an Owner Default, Supplier, as its sole and exclusive remedy hereunder (but solely with respect to the claim giving rise to the termination and without limitation of any indemnification obligations of Owner under this Agreement), shall have be entitled to receive a termination payment calculated in accordance with Section 16.4 (c) The exercise of the right of Supplier to terminate this Agreement upon as provided in Section 16.2 does not preclude Supplier from exercising other remedies that are provided herein or are available at law or in equity (subject to the occurrence exclusive remedies set forth in this Agreement and the limitation on double recovery against Owner for the same harm). Except as provided in the last sentence of Section 16.2(b), no termination of this Agreement shall constitute a default waiver, release or estoppel by Owner by delivery Supplier of a Notice any right, action or cause of termination to action it may have against Owner. Upon such terminationExcept as otherwise set forth in this Agreement, Contractor will be compensated (i) the Reimbursable CostsSupplier’s exercise of, Contractor’s G&A and Contractor’s Margin for all Work performed through the date or failure to exercise, one or more of termination, and (ii) the reasonable costs to demobilize and any unavoidable cancellation charges from Subcontractors. Any such termination its remedies shall not relieve Contractor of its obligations to perform Corrective Work during any applicable Warranty Periodlimit or preclude the exercise of, or constitute a waiver of, other remedies by Supplier.

Owner Default. 31.5.1 The following shall constitute a default Failure of the Owner, which has neither been remedied nor waived, to pay the Contractor as required by Owner: (a) Subject the Construction Contract or to perform and complete or comply with the other terms thereof. This bond is subject to the provisions attached Dual Obligee Rider dated CONTRACTOR AS PRINCIPAL SURETY (Corporate Seal) (Corporate Seal) Company: Company: Address: Address: Name and Title: Name and Title: Signature: Signature: TO BE ATTACHED TO AND FORM PART OF Performance and Payment Bond NO. , dated concurrently with the execution of this Agreement excusing such actionRider, Owner issued by the , a corporation, as Surety, on behalf of ▇▇▇▇▇, Inc., as Principal, and in favor of , as Obligee. IT IS HEREBY UNDERSTOOD AND AGREED that the above described bond(s) are hereby amended to include the following paragraph: Notwithstanding anything contained herein to the contrary, there shall fail to pay when due any undisputed amount under this Agreement and such failure shall continue uncorrected for a period for [***] Days after Notice thereof from Contractor; (b) Owner commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an assignment for be no liability on the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Owner conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; and (c) There has been instituted against Owner any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property Principal or assets Surety under this bond to the Obligees, or either of them, unless the Obligees, or either of them, shall make payments to the Principal or to the Surety in case it arranges for completion of the Contract upon default of the Principal, strictly in accordance with the terms of said Contract as to payments, and shall perform all the other obligations required to be performed under said Contract at the time and in the manner therein set forth. IT IS FURTHER UNDERSTOOD AND AGREED that nothing herein contained shall be held to change, alter or vary the terms of the above described bond(s) except as hereinbefore set forth. SIGNED, SEALED AND DATED this day of , 200 . By: By: CONTRACTOR (Name and Address): ▇▇▇▇▇, Inc. P. O. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ SURETY (Name and Principal Place of Business): OWNER (Name and Address): [NAME AND ADDRESS] CONSTRUCTION CONTRACT Date: Amount: Description (Name and Location): BOND # Date (Not earlier than Construction Contract Date): Amount: Modifications to this Bond: □ None □ See Page 2 CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) ▇▇▇▇▇, Inc. Signature: Signature: Name and Title: Name and Title: (FOR INFORMATION Only—Name, Address and Telephone) OWNER’S REPRESENTATIVE (Architect, Engineer or other party): AGENT or BROKER: 1. The Contractor and the Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference. 2. With respect to the Owner, this obligation shall be null and void if the Contractor: 2.1 Promptly makes payment, directly or Owner generally does not pay its debts as they become due; providedindirectly, however, that Owner shall have [***] Days to cure this default following Notice thereof from Contractor. 31.5.2 Contractor shall have the right to terminate this Agreement upon the occurrence of a default by Owner by delivery of a Notice of termination to Owner. Upon such termination, Contractor will be compensated (i) the Reimbursable Costs, Contractor’s G&A and Contractor’s Margin for all Work performed through sums due Claimants, and 2.2 Defends, indemnifies and holds harmless the date Owner from claims, demands, liens or suits by any person or entity whose claim, demand, lien or suit is for the payment for labor, materials or equipment furnished for use in the performance of terminationthe Construction Contract, provided the Owner has promptly notified the Contractor and the Surety (at the address described in Paragraph 12) of any claims; demands, liens or suits and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety, and (ii) the reasonable costs to demobilize and any unavoidable cancellation charges from Subcontractors. Any such termination shall not relieve Contractor of its obligations to perform Corrective Work during any applicable Warranty Periodprovided there is no Owner Default.

Owner Default. 31.5.1 The following shall constitute a default by Owner: (a) Subject to the provisions of this Agreement excusing such action, Owner shall fail to pay when due any undisputed amount under this Agreement and such failure shall continue uncorrected for a period for [***] Days after Notice thereof from Contractor; (b) Owner commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Owner conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; and (c) There has been instituted against Owner any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property or assets of Owner, or Owner generally does not pay its debts as they become due; provided, however, that Owner shall have [***] Days to cure this default following Notice thereof from Contractor. 31.5.2 Contractor shall have the right to terminate this Agreement upon the occurrence of a default by Owner by delivery of a Notice of termination to Owner. Upon such termination, Contractor will be compensated (i) the Reimbursable Costs, Contractor’s G&A and Contractor’s Margin for all Work performed through the date of termination, and (ii) the reasonable costs to demobilize and any unavoidable cancellation charges from Subcontractors. Any such termination shall not relieve Contractor of its obligations to perform Corrective Work during any applicable Warranty Period.,

Owner Default. 31.5.1 The 15.4.1 For the purposes of this Agreement, any one of the following shall constitute a default by Ownerevents is an “Owner Default”: (a) Subject to the provisions of this Agreement excusing such action, Owner shall fail fails to pay when Contractor any amount due any undisputed amount under this Agreement that is not the subject of a bona fide dispute, and such failure shall continue uncorrected continues unremedied for a period for [***] thirty (30) Days after Notice notice thereof from Contractorby Contractor to Owner; (b) Owner, without Contractor’s consent, fails to perform any of its other obligations hereunder, and such failure continues unremedied for thirty (30) Days after notice thereof by Contractor to Owner; provided that if such failure cannot reasonably be cured within such thirty (30) Day period and Owner commences and diligently pursues a cure within such thirty (30) Day period, Owner shall have an additional thirty (30) Days (or any caselonger period consented to by Contractor based on evidence from Owner that such longer period is necessary, proceeding such consent not to be unreasonably withheld) to effect such cure. (c) Owner or other action seeking reorganizationRREP shall commence a voluntary case under any chapter of the United States Bankruptcy Code, arrangement, adjustment, or shall consent to (or fail to controvert in a timely manner) the commencement of an involuntary case against Owner or RREP under said Code; (d) Owner or RREP shall institute proceedings for liquidation, dissolution rehabilitation, readjustment or composition (or for any related or similar purpose) under any law other than the United States Bankruptcy Code, or shall consent to (or fail to controvert in a timely manner) the institution of itself any such proceedings against Owner or RREP; (e) Owner or RREP shall be insolvent (within the meaning of any applicable law), or shall be unable, or shall admit in writing its inability, to pay its debts or assetsgenerally as they come due, or adopts an arrangement with or makes shall make an assignment for the benefit of creditors, under creditors or enter into any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law arrangement for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Owner conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; and (c) There has been instituted against Owner any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution adjustment or composition of debts or claims; (f) A court or other governmental authority or agency having jurisdiction in the premises shall enter a decree or order (i) for the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of Owner or its debts RREP or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property of any such person or assets for the winding-up or liquidation of Ownerthe affairs of any such person, and such decree or order shall remain in force undischarged and unstayed for a period of more than thirty (30) Days, or (ii) for the sequestration or attachment of any property of Owner generally does not pay or RREP without its debts unconditional return to the possession of any such person, or its unconditional release from such sequestration or attachment, within thirty (30) Days thereafter; (g) A court having jurisdiction in the premises shall enter an order for relief in an involuntary case commenced against Owner or RREP under the United States Bankruptcy Code, and such order shall remain in force undischarged and unstayed for a period of more than thirty (30) Days; (h) A court or other governmental authority or agency having jurisdiction in the premises shall enter a decree or order approving or acknowledging as they become due; providedproperly filed or commenced against Owner or RREP a petition or proceedings for liquidation, howeverrehabilitation, that Owner readjustment or composition (or for any related or similar purpose) under any law other than the United States Bankruptcy Code, and any such decree or order shall have [***] Days to cure this default following Notice thereof from Contractor.remain in force undischarged and unstayed for a period of more than thirty (30) Days; 31.5.2 Contractor shall have the right to terminate this Agreement upon the occurrence of a default by Owner by delivery of a Notice of termination to Owner. Upon such termination, Contractor will be compensated (i) Owner or RREP shall take corporate action for the Reimbursable Costspurpose or with the effect of authorizing, Contractor’s G&A acknowledging or confirming the taking or existence of any action or condition specified in paragraphs (c), (d) or (e) of this Section 15.4.1; or (j) Owner shall fail to timely deliver, maintain or renew in accordance with the requirements of Section 21.4 the Owner Letter of Credit and Contractor’s Margin such failure continues unremedied for all Work performed through ten (1O) Business Days after notice thereof by Contractor to Owner. 15.4.2 Notwithstanding anything herein to the date contrary, if Contractor claims that an Owner Default of terminationthe nature described in Section l 5.4.l has occurred and is continuing, Owner may, within thirty (30) Days after its receipt of notice from Contractor of such Owner Default, give Contractor notice that Owner disputes that such Owner Default has occurred and (ii) is continuing and that Owner is submitting the reasonable costs matter to demobilize and any unavoidable cancellation charges from Subcontractorsarbitration in accordance with the provisions of Section 17. Any such termination If arbitration is so sought, Owner shall not relieve Contractor be deemed in default until the matter has been determined finally by arbitration under the provisions of its obligations to perform Corrective Work during any applicable Warranty PeriodSection 17.

Owner Default. 31.5.1 The 15.4.1 For the purposes of this Agreement, any one of the following shall constitute a default by Ownerevents is an “Owner Default”: (a) Subject to the provisions of this Agreement excusing such action, Owner shall fail fails to pay when Contractor any amount due any undisputed amount under this Agreement that is not the subject of a bona fide dispute, and such failure shall continue uncorrected for a period continues unremedied for [***] Days after Notice notice thereof from Contractorby Contractor to Owner; (b) Owner, without Contractor’s consent, fails to perform any of its other obligations hereunder; (c) Owner commences shall commence a voluntary case under any casechapter of the Federal Bankruptcy Code, proceeding or other action seeking reorganization, arrangement, adjustment, shall consent to (or fail to controvert in a timely manner) the commencement of an involuntary case against Owner under such Code; (d) Owner shall institute proceedings for liquidation, dissolution rehabilitation, readjustment or composition (or for any related or similar purpose) under any law other than the Federal Bankruptcy Code, or shall consent to (or fail to controvert in a timely manner) the institution of itself any such proceedings against Owner; (e) Owner shall be insolvent (within the meaning of any applicable law), or shall be unable, or shall admit in writing its inability, to pay its debts or assetsgenerally as they come due, or adopts an arrangement with or makes shall make an assignment for the benefit of creditors, under creditors or enter into any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law arrangement for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Owner conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; and (c) There has been instituted against Owner any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution adjustment or composition of debts or claims; (f) A court or other governmental authority or agency having jurisdiction in the premises shall enter a decree or order (i) for the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of Owner or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property of such person or assets for the winding-up or liquidation of Ownerthe affairs of such person, and such decree or order shall remain in force undischarged and unstayed for a period of more than [*] Days, or (ii) for the sequestration or attachment of any property of Owner generally does not pay without its debts unconditional return to the possession of such person, or its unconditional release from such sequestration or attachment, within [*] Days thereafter; (g) A court having jurisdiction in the premises shall enter an order for relief in an involuntary case commenced against Owner under the Federal Bankruptcy Code, and such order shall remain in force undischarged and unstayed for a period of more than [*] Days; (h) A court or other governmental authority or agency having jurisdiction in the premises shall enter a decree or order approving or acknowledging as they become dueproperly filed or commenced against Owner a petition or proceedings for liquidation, rehabilitation, readjustment or composition (or for any related or similar purpose) under any law other than the Federal Bankruptcy Code, and any such decree or order shall remain in force undischarged and unstayed for a period of more than [*] Days; providedor (i) Owner shall take corporate action for the purpose or with the effect of authorizing, howeveracknowledging or confirming the taking or existence of any action or condition specified in paragraphs (c), (d) or (e) of this Section 15.4.1. 15.4.2 Notwithstanding anything herein to the contrary, if Contractor claims that an Owner Default of the nature described in Section 15.4.1 (excluding Owner defaults of the nature described in paragraph (a) of Section 15.4.1) has occurred and is continuing, Owner shall have [**] Days (notwithstanding the provisions of Section 17) after its receipt of notice from Contractor of such Owner Default to perform the following: (a) Correct such Owner Default, or, if such Owner Default is not correctable within such [*] Days Day period, to cure this default following Notice thereof from submit to Contractor for its approval, which approval shall not be unreasonably withheld, a plan and timetable for correcting such Owner Default. If such Default is not corrected within such time, or any extended time approved by Contractor. 31.5.2 Contractor shall have the right to terminate this Agreement upon the occurrence of a default by Owner by delivery of a Notice of termination to Owner. Upon such termination, Contractor will be compensated (i) the Reimbursable Costs, Contractor’s G&A remedies provided for herein shall thereupon be fully available; or (b) Give Contractor notice that Owner disputes that such Owner Default has occurred and Contractor’s Margin for all Work performed through is continuing and that Owner is submitting the date matter to the dispute resolution in accordance with the provisions of terminationSection 17. If dispute resolution is so sought, and (ii) the reasonable costs to demobilize and any unavoidable cancellation charges from Subcontractors. Any such termination Owner shall not relieve Contractor be deemed in default until the matter has been determined finally determined as set out under the provisions of its obligations Section 17; or (c) With respect to perform Corrective Work during any applicable Warranty Periodan Owner Default of the nature described in Sections 15.4.1(c) through 15.4.1(i), Owner, pursuant to Section 19, assigns this Agreement to the surety or sureties that are underwriting the Reclamation Bond or the RRC.

Owner Default. 31.5.1 The Upon the happening of any Event of Default by Owner, Developer shall have the absolute unconditional right, in addition to all other rights and remedies available to Developer at law or in equity, to terminate this Agreement by giving written notice of such termination to Owner. Any one or more of the following events shall constitute a default an “Event of Default” by OwnerOwner under this Agreement: (a) Subject If Owner shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Owner under the provisions of this Agreement excusing such actionAgreement, Owner shall fail to pay when due any undisputed amount under this Agreement and such failure shall continue uncorrected uncured for thirty (30) calendar days after the giving of written notice thereof by Developer to Owner specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Owner commences curative action within said thirty (30) calendar day period for [***] Days and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after Notice thereof from Contractor;the giving of such notice. (b) If Owner commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an shall make a general assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Owner conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; and; (c) There has been instituted If any petition shall be filed by or against Owner in any casecourt, proceeding pursuant to any statute of the United States or action seeking of any State, in any bankruptcy, reorganization, arrangement, adjustmentdissolution, liquidation, dissolution composition, extension, arrangement or composition of insolvency proceedings, and Owner files, consents to or its debts directly or assetsindirectly acquiesces to such petition; (d) If, which shall not have been terminatedin any proceeding, stayed a receiver, trustee, liquidator or dismissed within [***] Days after commencement, similar court- appointed agent be appointed for all or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part substantial portion of the property or assets of Owner, and same shall not be discharged within thirty (30) calendar days after such appointment; or (e) If any amounts or sums due by Owner generally does not pay its debts as they become due; provided, however, that Owner shall have [***] Days to cure this default following Notice thereof from Contractor. 31.5.2 Contractor shall have the right to terminate Developer under this Agreement upon are not paid when due and such non-payment continues for thirty (30) calendar days after written notice from Developer to Owner specifying the occurrence of a default by payment Owner by delivery of a Notice of termination has failed to Owner. Upon such termination, Contractor will be compensated (i) the Reimbursable Costs, Contractor’s G&A and Contractor’s Margin for all Work performed through the date of termination, and (ii) the reasonable costs to demobilize and any unavoidable cancellation charges from Subcontractors. Any such termination shall not relieve Contractor of its obligations to perform Corrective Work during any applicable Warranty Periodmake.

Owner Default. 31.5.1 The Any one or more of the following shall constitute a default by Owneran “Owner Default”: (a) Subject A court of competent jurisdiction has determined that Owner has failed to the provisions disburse any Advance of this Agreement excusing such action, Owner shall fail to pay Owner’s Commitment as and when due any undisputed amount required under this Agreement within thirty (30) days following written notice from Developer demanding payment of such Advance (for the avoidance of doubt, a Draw Request shall not be deemed a written demand under this Section 6.4(a)); provided, however, in the event Owner withholds any Advance due to (i) the occurrence of a Developer Default, or (ii) Owner’s good faith belief or determination that the terms and conditions precedent to an Advance have not been timely satisfied by Developer, including, without limitation, as set forth in Sections 3.2, Section 3.3 or Article 5, such failure to fund shall continue uncorrected for a period for [***] Days after Notice thereof from Contractornot constitute an Owner Default hereunder; (b) Owner commences any case, shall: (1) admit in writing in a legal proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its inability to pay its debts generally as they become due; (2) file a petition in bankruptcy or assets, or adopts an arrangement with or makes a petition to take advantage of any insolvency act; (3) make an assignment for the benefit of its creditors, under ; (4) consent to the appointment of a receiver of itself or of the whole or any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Owner conceals or removes any substantial part of its property with property; or (5) file a petition or answer seeking reorganization or arrangement under the intent United States bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof pertaining to hinder, delay debtor relief or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debtsinsolvency; andor (c) There has been instituted against Owner any caseshall be adjudicated as bankrupt or a court of competent jurisdiction shall enter an order or decree appointing, proceeding or action seeking reorganizationwithout the consent of Owner, arrangement, adjustment, liquidation, dissolution or composition a receiver of Owner or its debts of the whole or assetssubstantially all of Owner’s property, which or approving a petition filed against Owner seeking reorganization or arrangement of Owner under the United States bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof, and such judgment, order or decree shall not have been terminatedbe discharged, vacated or set aside or stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property or assets of Owner, or Owner generally does not pay its debts as they become due; provided, however, that Owner shall have [***] Days to cure this default following Notice thereof sixty (60) days from Contractor. 31.5.2 Contractor shall have the right to terminate this Agreement upon the occurrence of a default by Owner by delivery of a Notice of termination to Owner. Upon such termination, Contractor will be compensated (i) the Reimbursable Costs, Contractor’s G&A and Contractor’s Margin for all Work performed through the date of termination, and (ii) the reasonable costs to demobilize and any unavoidable cancellation charges from Subcontractors. Any such termination shall not relieve Contractor of its obligations to perform Corrective Work during any applicable Warranty Periodentry thereof.

Owner Default. 31.5.1 The Each of the following events shall constitute a default by OwnerOwner hereunder except, if and to the extent excused by, a Force Majeure event, or the fault, action or inaction of Operator: (a) Subject 12.1.1 The failure by Owner to the provisions fulfill any of this Agreement excusing such actionits material obligations hereunder following receipt of written notice thereof from Operator, unless Owner shall fail have cured the same within thirty (30) days from the date of receipt of such notice or within such longer period as may be reasonably required to pay when due any undisputed amount under this Agreement and cure such failure shall continue uncorrected for a period for [***] Days after Notice thereof from Contractor;given the nature thereof, provided that Owner proceeds and continues with diligence to correct such failure. 12.1.2 Owner (bi) Owner commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assetsinsolvency proceedings with respect to itself, or adopts an arrangement with or (ii) makes an any general assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Owner conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Lawgenerally fails to pay, or admits in writing its inability to pay its debts; and (c) There has been instituted against Owner any casepay, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property or assets of Owner, or Owner generally does not pay its debts as they become due; provided, however, that Owner shall have [***] Days due or takes any action to cure this default following Notice thereof from Contractoreffectuate or authorize any of the foregoing actions. 31.5.2 Contractor 12.1.3 Any involuntary insolvency proceedings are commenced or filed against Owner or any writ, judgment, warrant, or attachment, execution or similar process is issued or levied against all or a substantial part of Owner's properties, and any such involuntary insolvency proceedings shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not have the right to terminate this Agreement upon the occurrence of a default by Owner by delivery of a Notice of termination to Owner. Upon such terminationbeen released, Contractor will be compensated vacated or fully bonded within sixty (60) days after commencement, filing or levy, or (i) the Reimbursable Costs, Contractor’s G&A and Contractor’s Margin any court of competent jurisdiction shall issue a decree for all Work performed through the date of termination, and relief in any such case; (ii) Owner admits the reasonable costs material allegations of the petition against it in any insolvency proceeding or an order for relief is ordered in such insolvency proceedings; or (iii) Owner acquiesces to demobilize and the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent thereof) or other similar person for itself or a substantial portion of its properties or business. 12.1.4 The failure of Owner to make any unavoidable cancellation charges from Subcontractorsundisputed payment due Operator herein within thirty (30) days of the due date. Any Failure to make any such termination payment shall not relieve Contractor of its obligations to perform Corrective Work during any applicable Warranty Periodbe excused by Force Majeure events.

Owner Default. 31.5.1 The following Owner shall constitute a be deemed to be in default by Ownerunder this Agreement, upon the occurrence or happening, at any time and from time to time, of any one or more of the following: (a) Subject Any liquidated sum of money owed to Pavilion pursuant to the provisions terms of this Agreement excusing such action, is not paid by Owner in full when the same shall fail to pay when become due any undisputed amount under this Agreement and payable and such failure shall continue uncorrected continues for a period for [***] Days of five (5) days after Notice thereof from Contractor;Pavilion has given Owner notice thereof. (b) Owner commences fails to perform and discharge, as and when called for, any caseother agreement or obligation imposed upon Owner pursuant to the terms of this Agreement and (i) the failure, proceeding refusal or other action seeking reorganizationneglect to perform and discharge such agreement or obligation continues for a period of fifteen (15) days after Owner has been given notice thereof or (ii) if by reason of the nature of such agreement or obligation the same cannot be remedied within such fifteen (15) day period, arrangement(x) performance and discharge of such agreement or obligation is not commenced within such fifteen (15) day period, adjustment(y) the performance and discharge of such agreement or obligation is not diligently and continuously prosecuted or (z) such agreement or obligation is not fully performed or discharged within forty-five (45) days after Owner has been given notice thereof. (c) Any statement, liquidationrepresentation or warranty made by Owner under or pursuant to this Agreement shall be false or misleading in any material respect. (d) Owner shall (i) voluntarily be adjudicated a bankrupt or insolvent, dissolution (ii) procure, permit or composition suffer the voluntary appointment of a receiver, trustee or liquidator for itself or for all or any part of its property, (iii) file any petition seeking a discharge, rearrangement or reorganization of its debts pursuant to the bankruptcy laws or assetsany other debtor relief laws of the United States or any state or any other competent jurisdiction, or adopts an arrangement with or makes an (iv) make a general assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of its creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Owner conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits (v) admit in writing its inability to pay its debts; anddebts as they mature. (ci) There has been instituted Any petition is filed against Owner any caseseeking to rearrange, proceeding reorganize or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or extinguish its debts under the provisions of any bankruptcy or assetsany other debtor relief laws of the United States or any state or any other competent jurisdiction and, which shall if such petition is an involuntary petition filed against Owner, such petition is not have been terminated, stayed or dismissed discharged within [***] Days after commencementa period of sixty (60) days, or (ii) a trusteecourt of competent jurisdiction enters an order, receiverjudgment or decree appointing, custodian without the consent of Owner, a receiver or other like official is appointed trustee for it, or to take possession of for all or any part of the property or assets of Owner, or Owner generally does not pay its debts as they become due; provided, however, that Owner shall have [***] Days to cure this default following Notice thereof from Contractorproperty. 31.5.2 Contractor shall have the right to terminate this Agreement upon the occurrence of a default by Owner by delivery of a Notice of termination to Owner. Upon such termination, Contractor will be compensated (i) the Reimbursable Costs, Contractor’s G&A and Contractor’s Margin for all Work performed through the date of termination, and (ii) the reasonable costs to demobilize and any unavoidable cancellation charges from Subcontractors. Any such termination shall not relieve Contractor of its obligations to perform Corrective Work during any applicable Warranty Period.