Ti	=	Default and Termination
1.Ti	=	(a) Events of Default of Seller
1.1.0.sec	=	The occurrence of any of the following shall constitute an immediate Event of Default without the opportunity to cure:
1.1.1.sec	=	Seller dissolution or liquidation;
1.1.2.sec	=	Seller assignment of this Agreement or any of its rights under it for the benefit of creditors;
1.1.3.sec	=	Seller abandonment of construction and/or operation of the Facility; and
1.1.4.sec	=	Seller filing of a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or Seller voluntarily taking advantage of any such law or act by answer or otherwise.
1.1.	=	[G/Z/ol-i/s4]
1.2.0.sec	=	The occurrence of any of the following shall constitute an Event of Default of Seller unless Seller shall have cured the same within ninety (90) days after receipt by Seller of written notice thereof from BPA:
1.2.1.sec	=	Seller’s failure to meet the Completion Date as set forth in Section 6(a) (subject to the extensions of time available to Seller under Section 6(a));
1.2.2.sec	=	Seller’s assignment of this Agreement or any of Seller’s rights under this Agreement or the sale or transfer of voting control of Seller or Seller’s sale or other transfer of any material portion of its interest in the Facility without obtaining BPA’s prior written consent pursuant to Section 18;
1.2.3.sec	=	The filing of a case in bankruptcy or any proceeding under any other insolvency law against Seller as debtor or its parent or any other affiliate that could materially impact Seller’s ability to perform its obligations hereunder; provided, however, that Seller does not obtain a stay or dismissal of the filing within ninety (90) days of the date of such filing;
1.2.4.sec	=	After the Completion Date, Seller tampering with or adjustment of the Metering Devices for the BPA Wind Turbines in ways not expressly permitted by Sections 5(c)(2) and 5(c)(3);
1.2.5.sec	=	After the Completion Date, the sale by Seller to a third party, or diversion by Seller for any use, of the Energy Output committed to BPA by Seller absent BPA’s prior written consent to such diversion or use;
1.2.6.sec	=	After the Completion Date, Seller’s failure to maintain in effect any material agreements required to deliver the Energy Output to the Point of Delivery;
1.2.7.sec	=	Commencing on the first (1st) anniversary of the Completion Date, Seller’s failure to use commercially reasonable efforts to obtain, for the BPA Wind Turbines, an average Availability Factor greater than seventy-five percent (75%) in the immediately preceding twelve (12) consecutive months; provided that such failure is not the result of Force Majeure;
1.2.8.sec	=	Seller’s failure to acquire or maintain permits needed to construct and operate the Facility;
1.2.9.sec	=	Seller’s failure to acquire or maintain land rights needed to access, construct, and operate the Facility; or
1.2.10.sec	=	Seller’s failure to comply with any other material obligation under this Agreement.
1.2.	=	[G/Z/ol-i/s10]
1.3.0.sec	=	Seller’s failure to make any payment when required under this Agreement shall constitute an Event of Default of Seller unless
1.3.1.sec	=	Seller shall have cured the same within thirty (30) days after receipt by Seller of written notice thereof from BPA or
1.3.2.sec	=	Seller has filed in good faith a Billing Dispute with respect to such unpaid amounts and complied with Section 8(d).
1.3.	=	[G/Z/ol/s2]
1.	=	[G/Z/ol/s3]
2.Ti	=	Events of Default of BPA
2.1.0.sec	=	The following shall constitute Events of Default of BPA upon their occurrence and no cure period shall be applicable:
2.1.1.sec	=	BPA’s dissolution or liquidation, provided that division of BPA into multiple entities shall not constitute dissolution or liquidation; or
2.1.2.sec	=	BPA’s general assignment of this Agreement or any of its rights hereunder for the benefit of creditors.
2.1.	=	[G/Z/ol/s2]
2.2.0.sec	=	The following shall constitute Events of Default of BPA upon their occurrence unless cured within ninety (90) days after the receipt by BPA of written notice thereof from Seller:
2.2.1.sec	=	BPA fails to purchase the entire Energy Output of the BPA Wind Turbines in accordance with Section 6(b);
2.2.2.sec	=	BPA defaults on its obligations under the Delivery Arrangements Agreement, and such default renders Seller unable to deliver the Energy Output at the Point of Delivery or affects Seller’s right to be paid under this Agreement for delivery at the Point of Delivery for its Energy Output;
2.2.3.sec	=	BPA’s assignment of this Agreement or any of BPA’s rights under this Agreement without obtaining Seller’s prior written consent pursuant to Section 18; or
2.2.4.sec	=	BPA’s failure to comply with any other material obligation under this Agreement after receipt of notice thereof.
2.2.	=	[G/Z/ol/s4]
2.3.sec	=	BPA’s failure to make any payment when required under this Agreement shall constitute an Event of Default unless (1) BPA shall have cured the same within thirty (30) days after receipt by BPA of written notice thereof or (2) BPA has filed in good faith a Billing Dispute with respect to such unpaid amounts and complied with Section 8(d).
2.	=	[G/Z/ol/s3]
3.Ti	=	Termination for Cause
3.sec	=	In addition to any other right or remedy available at law or in equity or pursuant to this Agreement, including the right to seek damages for breach of this Agreement, the non-defaulting Party may, upon written notice to the other Party, terminate this Agreement if any one or more of the Events of Default described in this Section occur and are not cured within the time periods set forth herein. In the event of a termination by BPA due to an Event of Default under Section 10(a)(2)(i), neither Party shall have any further liability or obligation to the other Party with respect to this Agreement, except Seller shall, after receipt of a detailed, written itemization and description, reimburse BPA for reasonable payments made by BPA pursuant to the Delivery Arrangements Agreement. Neither Party shall have the right to terminate this Agreement except as provided for upon the occurrence of an Event of Default as described above or as otherwise may be explicitly provided for in this Agreement. All remedies in this Agreement shall survive termination or cancellation of this Agreement and are cumulative.
4.Ti	=	No Consequential Damages
4.sec	=	In no event shall either Party be liable for the other Party’s alleged lost profits or other consequential damages; provided, however, that any amounts which are expressly provided herein to be payable shall not be construed as lost profits or consequential damages.
	=	[G/Z/ol/4]