Common use of Seller Events of Default Clause in Contracts

Seller Events of Default. The following events shall be events of default by the Seller (each a “Seller Event of Default”); provided, however, that no such event shall be a Seller Event of Default if it is caused in whole or material part by (i) a breach of or default under this Agreement by the Purchaser, (ii) a breach of or default under the Site Lease by the Purchaser or (iv) a Force Majeure Event (except for a failure to pay an amount owed, in the case of Section 16(c): (a) The Seller’s failure: (i) to achieve the Construction Start within five (5) Business Days following Financial Closing; (ii) to achieve the Commercial Operations Date not later than sixty (60) Days after the Required Commercial Operations Date; or (iii) following the Commercial Operations Date, to deliver in any Agreement Year Net Delivered Energy and NPMV in an amount less than eighteen thousand five hundred megawatt hours (18,500MWh). (b) Following the Commercial Operations Date, an Abandonment without the Purchaser’s prior written consent that continues for thirty (30) consecutive Days; provided, however, the an Abandonment shall not be deemed to be in effect so long as Seller is using all reasonable efforts to regain control of the Facility or reinstate its commercial operations. (c) The Seller’s failure: (i) to pay any undisputed (or following the resolution of a Dispute in favour of the Purchaser) amount due from it under the provisions of Section 9.4 by the Due and Payable Date for the relevant amount, or to make any other payment when required to be made, in each case, that is not remedied within five (5) Business Days following the Purchaser’s notice to the Seller, stating that a payment default has occurred and is continuing and describing the payment default in reasonable detail; or (ii) to post and, thereafter, to maintain security in the amount required under Section

Seller Events of Default. The occurrence of one or more of the following events shall be events of default by the Seller (each constitute a “Seller Event of Default”): 10.1.1 the failure by Seller to make, when due, any payment required pursuant to this Agreement if such failure is not remedied within ten (10) Business Days after written notice from Buyer; 10.1.2 any representation or warranty made by Seller herein or in any certificate delivered to Buyer pursuant to this Agreement is false or misleading in any material respect when made or when deemed made or repeated; 10.1.3 the failure by Seller to perform any material covenant or obligation set forth in this Agreement if such failure is not remedied within thirty (30) Days after written notice; providedprovided that if such failure is not reasonably capable of being cured within thirty (30) Days, howeverand if Seller is exercising diligent efforts to remedy such failure, that no then such event additional period of time, not to exceed ninety (90) additional Days, as shall be a required to remedy such failure with the exercise of diligent efforts; 10.1.4 Seller Event becomes Bankrupt; 10.1.5 Seller consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of Default if it is caused in whole its assets to, another entity and, at the time of such consolidation, amalgamation, merger or material part by (i) a breach transfer, the resulting, surviving or transferee entity fails to assume all the obligations of or default Seller under this Agreement by the Purchaser, (ii) a breach of or default under the Site Lease by the Purchaser or (iv) a Force Majeure Event (except for a if such failure to pay an amount owed, in the case of Section 16(c): (a) The Seller’s failure: (i) to achieve the Construction Start is not remedied within five (5) Business Days following Financial Closing; (ii) to achieve the Commercial Operations Date not later than sixty (60) Days after written notice; 10.1.6 Chronic Underperformance has occurred; 10.1.7 any sale of Products during the Required Commercial Operations DateTerm to any entity other than Buyer unless a Buyer Event of Default or Force Majeure Event preventing Buyer’s receipt of Delivered Energy is continuing; or (iii) following the Commercial Operations Date, 10.1.8 failure to deliver provide or maintain Seller Security in any Agreement Year Net Delivered Energy and NPMV accordance with Article 9 or insurance in an amount less than eighteen thousand five hundred megawatt hours (18,500MWh). (b) Following the Commercial Operations Date, an Abandonment without the Purchaser’s prior written consent that continues for thirty (30) consecutive Days; provided, however, the an Abandonment shall not be deemed to be in effect so long as Seller is using all reasonable efforts to regain control of the Facility or reinstate its commercial operations. (c) The Seller’s failure: (i) to pay any undisputed (or following the resolution of a Dispute in favour of the Purchaser) amount due from it under the provisions of Section 9.4 by the Due and Payable Date for the relevant amount, or to make any other payment when required to be made, in each case, that accordance with Article 11 if either such failure is not remedied within five cured with ten (510) Business Days following the Purchaser’s notice to the Seller, stating that a payment default has occurred and is continuing and describing the payment default in reasonable detail; or (ii) to post and, thereafter, to maintain security in the amount required under SectionDays.

Seller Events of Default. The following events shall be events of default by the Seller (each a “Seller Event of Default”); provided, however, that no such event event, except for a failure to pay an amount owed, in the case of Section 16.1(b), shall be a Seller Event of Default if it is caused in whole or material part by (i) a breach of or default under this Agreement by the Purchaser, (ii) a breach of or default under the Site Lease by the Purchaser or (iviii) a Force Majeure Event (except for a failure to pay an amount owed, in the case of Section 16(c):Non-Project Event: (a) a. The Seller’s failure: (i) i. to achieve the Construction Start within five fifteen (515) Business Days following Financial Closing; (ii) . to achieve the Commercial Operations Date not later than sixty (60) Days after the Required Commercial Operations Date; or (iii) . following the Commercial Operations Date, to deliver in any Agreement Year Net Delivered Energy and NPMV in an amount less than eighteen thousand five hundred megawatt hours seventy percent (18,500MWh70%) of the Guaranteed Annual Net Energy, as provided in Section 9.3(e). (b) iv. Following the Commercial Operations Date, an Abandonment without the Purchaser’s prior written consent that continues for thirty (30) consecutive Days; provided, however, the an Abandonment shall not be deemed to be in effect so long as Seller is using all reasonable efforts to regain control of the Facility or reinstate its commercial operations. (c) b. The Seller’s failure: (i) failure to pay any undisputed (or following the resolution of a Dispute in favour of the Purchaser) amount due from it under the provisions of Section 9.4 by the Due and Payable Date for the relevant amount, or to make any other payment when required to be made, in each case, that is not remedied within five (5) Business Days following the Purchaser’s notice to the Seller, stating that a payment default has occurred and is continuing and describing the payment default in reasonable detail; or c. A breach by the Seller of its obligations under Section 13.1. d. Except for the purpose of an amalgamation or reconstruction that does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement, the occurrence of any of the following events: i. any proceeding being validly instituted under the Laws of Afghanistan for the dissolution of the Seller that is not stayed or suspended within ninety (90) Days, or unless, within seven (7) days of the Seller becoming aware of such proceedings being filed, the Seller: (iiA) confirms to post the Purchaser that such proceedings relate to the recovery of a claim against the Seller that is disputed bona fide by the Seller as payable, and (B) furnishes a certificate by its external auditors to the effect that the Seller is and will remain solvent despite the payment of the claim (if required) that is the subject of the insolvency proceedings; e. Any material statement, thereafterrepresentation, or warranty made by the Seller in this Agreement proving to have been incorrect in any material respect when made or when reaffirmed, and such incorrect statement, representation, or warranty having a material adverse effect on the Seller’s ability to perform its obligations under this Agreement or having a material adverse effect on the Purchaser’s rights or obligations under this Agreement. f. The Seller’s material breach or material default under or of this Agreement (other than any breach or default referred to in other sub-sections of this Section 16.1), including any material breach or default in the performance of its obligation to act in accordance with Prudent Utility Practices, which is not remedied within thirty (30) Days after the Purchaser‘s notice to the Seller stating that a material breach or default under or of this Agreement has occurred and is continuing, and identifying the material breach or default in reasonable detail. g. Any irrevocable, un-appealable, and final order for revocation or termination of the Generation License. h. The exercise by the Lenders of their remedies under the Financing Documents with respect to either the Facility assets or any pledged share capital such that either the Seller or its management are removed by the Lenders from control of the Facility. i. Termination of the Site Lease resulting from the Seller’s material breach thereof or default thereunder. j. The transfer, conveyance, loss, or relinquishment of the Seller’s right to own or operate the Facility or any material part thereof, to maintain security in any Person (other than to the amount required Purchaser pursuant to this Agreement or to the Lenders exercising their rights under Sectionthe Financing Documents), or failure to retain possession of the Site, without the prior written approval of the Purchaser.

Seller Events of Default. The occurrence of one or more of the following events shall be events of default by the Seller (each constitute a “Seller Event of Default”): 6.1.1 the failure by Seller to make, when due, any payment required pursuant to this Agreement if such failure is not remedied within ten (10) Business Days after written notice from Buyer; 6.1.2 any representation or warranty made by Seller herein or in any certificate delivered to Buyer pursuant to this Agreement is false or misleading in any material respect when made or when deemed made or repeated; 6.1.3 the failure by Seller to perform any material covenant or obligation set forth in this Agreement if such failure is not remedied within thirty (30) Days after written notice; providedprovided that if such failure is not reasonably capable of being cured within thirty (30) Days, howeverand if Seller is exercising diligent efforts to remedy such failure, that no then such event additional period of time, not to exceed ninety (90) additional Days, as shall be a required to remedy such failure with the exercise of diligent efforts; 6.1.4 Seller Event becomes Bankrupt; 6.1.5 Seller consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of Default if it is caused in whole its assets to, another entity and, at the time of such consolidation, amalgamation, merger or material part by (i) a breach transfer, the resulting, surviving or transferee entity fails to assume all the obligations of or default Seller under this Agreement by the Purchaser, (ii) a breach of or default under the Site Lease by the Purchaser or (iv) a Force Majeure Event (except for a if such failure to pay an amount owed, in the case of Section 16(c): (a) The Seller’s failure: (i) to achieve the Construction Start is not remedied within five (5) Business Days following Financial Closing; (ii) to achieve the Commercial Operations Date not later than sixty (60) Days after written notice; 6.1.6 Chronic Underperformance has occurred; 6.1.7 any sale of Products during the Required Commercial Operations DateTerm to any entity other than Buyer unless a Buyer Event of Default or Force Majeure Event preventing Buyer’s receipt of Delivered Energy is continuing; or (iii) following the Commercial Operations Date, 6.1.8 failure to deliver provide or maintain Seller Security in any Agreement Year Net Delivered Energy and NPMV accordance with Article 9 or insurance in an amount less than eighteen thousand five hundred megawatt hours (18,500MWh). (b) Following the Commercial Operations Date, an Abandonment without the Purchaser’s prior written consent that continues for thirty (30) consecutive Days; provided, however, the an Abandonment shall not be deemed to be in effect so long as Seller is using all reasonable efforts to regain control of the Facility or reinstate its commercial operations. (c) The Seller’s failure: (i) to pay any undisputed (or following the resolution of a Dispute in favour of the Purchaser) amount due from it under the provisions of Section 9.4 by the Due and Payable Date for the relevant amount, or to make any other payment when required to be made, in each case, that accordance with Article 11 if either such failure is not remedied within five cured with ten (510) Business Days following the Purchaser’s notice to the Seller, stating that a payment default has occurred and is continuing and describing the payment default in reasonable detail; or (ii) to post and, thereafter, to maintain security in the amount required under SectionDays.

Seller Events of Default. ‌ The following events shall be events of default by the Seller (each a “Seller Event of Default”); ) — provided, however, that no such event shall be a Seller Event of Default if it is caused in whole or material part by by: (i) a breach of the Purchaser’sbreach or default under under, this Agreement by the Purchaser(including any Purchaser Event of Default), (ii) a breach of the GOP’sbreach or default under under, the Site Lease by the Purchaser Implementation Agreement (including any GOP Event of Default thereunder), or (iviii) if it occurs as a result of a Force Majeure Event (except for a failure to pay an amount owed, in the case of Section 16(c):16.1(c)) — (a) The the Seller’s failure: (i) to achieve the Construction Start within five Financial Closingwithin ninety (590) Business Days following Financial Closing;Effective Date; or (ii) to achieve the Commercial Operations Date not no later than sixty four hundred (60400) Days after the Required Commercial Operations Date; or; (iii) following after the Financial Closing, but prior to the achievement of the Commercial Operations Date, to deliver prosecute the Project in any Agreement Year Net Delivered Energy and NPMV in an amount less than eighteen thousand five hundred megawatt hours (18,500MWh). (b) Following the Commercial Operations Date, an Abandonment without the Purchaser’s prior written consent that continues a diligent manner for a period of thirty (30) consecutive Days; provided, however, the an Abandonment shall not be deemed Days without prior notice to be in effect so long as Seller is using all reasonable efforts to regain control and prior written consent of AEDB (acting on behalf of the Facility or reinstate its commercial operations.GOP); or (b) Not Used; (c) The the Seller’s failure: (i) to pay any undisputed (or following the resolution of a Dispute in favour of the Purchaser) amount due from it under the provisions of Section 9.4 of this Agreement by the Due and Payable Date for the relevant amount, invoice or to make any other payment when required to be made, in each case, that is not remedied within thirty-five (535) Business Days following notice from the Purchaser’s notice Purchaser to the Seller, Seller stating that a payment default has occurred and is continuing and describing the such payment default in reasonable detail; or (ii) to post and, thereafter, to maintain security in the amount required under SectionSection 2.7 as required to be maintained by the Seller under this Agreement; (d) any breach by the Seller of its obligations under Section 19.9; (e) except for the purpose of amalgamation or reconstruction that does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement, the occurrence of any of the following events: (i) for the Seller’s dissolution under the Laws of Pakistan, any proceeding being validly instituted that is not stayed or suspended in ninety (90) Days, providedthat, if within seven (7) days of the Seller becoming aware of such proceedings being filed, the Seller: (a) confirms to the Purchaser that such proceedings relate to the recovery of a claim against the Seller that is disputed bona fide by the Seller as payable, and (b) furnishes a certificate by its external auditors to the effect that the Seller is and will remain solvent despite payment of the claim in the said insolvency proceedings — then, in such circumstance, the Purchaser shall not exercise its right of termination until such time that the said certificate by the auditors is revoked or otherwise ceases to remain effective and accurate; (ii) the Seller’s resolution for the dissolution or winding up of the Seller; (iii) the voluntary filing by the Seller of a winding up petition, or a request for a moratorium on debt payments or other similar relief; (iv) the appointment of a provisional liquidator in a proceeding for the winding up of the Seller after notice to the Seller and due hearing, which appointment has not been set aside or stayed within ninety (90) Days of such appointment; or (v) the making by a court with jurisdiction over the Seller, of an order for dissolution or winding up of the Seller, which order is not stayed or reversed by a court of competent jurisdiction within ninety (90) Days; (f) any statement, representation or warranty by the Seller in this Agreement (or in a certificate delivered pursuant to Section 2.8) proving to have been incorrect in any material respect when made or when reaffirmed, and such incorrect statement, representation or warranty having a material adverse effect on the Seller’s ability to perform its obligations under this Agreement or having a material adverse effect on the rights or obligations of the Purchaser under this Agreement; (g) the Seller’s material breach or material default of or under this Agreement (other than any breach or default referred to in the other sub-sections of this Section 16.1), including any material breach or default in performance of its obligation to act in accordance with Prudent Utility Practices, which breach or default is not remedied within thirty (30) Days after notice from the Purchaser, stating that a material breach or default under this Agreement has occurred and is continuing and identifying such material breach or default in reasonable detail; (h) tampering on three (3) or more separate occasions by the Seller or its Contractors or their employees acting in the course of their employment, with the Metering System or the Back-Up Metering System; (i) any irrevocable, unappealable and final order for termination of the Generation License (other than as a result of a Lapse of Consent); (j) Not Used; (k) the Seller’s material breach of the Implementation Agreement, which results in the GOP serving a Termination Notice under Section 14.2(c) of the Implementation Agreement.

Seller Events of Default. The following events shall be events of default by the Seller (each a “Seller Event of Default”); , provided, however, that no such event shall be a Seller Event of Default (A) if it is caused in whole or material part by (i) a breach or default by the Purchaser of or default under this Agreement by the Purchaser(including any Purchaser Event of Default), (ii) a breach or default by the GOP of or default under the Site Lease Implementation Agreement (including any GOP Event of Default thereunder), [(iii) a breach or default by the Purchaser GOAJK/Council of or under the AJK Implementation Agreement,]30 (iv) a breach or default by the [Provincial Government]/[GOAJK]31 of or under the Water Use Agreement, (v) a breach of default by the [Provincial Government]/[AEDB]/[GOAJK] of or under the [Land Lease]/[Land Sub-lease]; or (B) if it is caused in whole or material part as a result of a Force Majeure Event (except for a failure to pay an amount owed, in the case of Section 16(c):16.1(c); [or (C) if it results from non-availability of water within the Technical Limits]32: (a) The the failure of the Seller’s failure: (i) to achieve the Construction Start Date within five ninety (590) Business Days following Financial Closing; (ii) to achieve the Commercial Operations Date not later than sixty four hundred (60400) Days after the Required Commercial Operations Date; or (iii) following after Construction Start Date but prior to the achievement of the Commercial Operations Date, the failure of the Seller to deliver prosecute the Project in any Agreement Year Net Delivered Energy a diligent manner for a period of thirty (30) consecutive Days, without prior notice to and NPMV in an amount less than eighteen thousand five hundred megawatt hours (18,500MWh).the prior written consent of AEDB; (b) Following following the Commercial Operations Date, an Abandonment by the Seller without the Purchaser’s prior written consent that of the Purchaser and which continues for a period of thirty (30) consecutive Days; provided, provided however, that the an Abandonment Seller shall not be deemed to be in effect have Abandoned the Complex so long along as Seller it is using all reasonable efforts to regain control of the Facility Complex or reinstate its commercial operations.; (c) The the Seller’s failure: (i) to pay any any undisputed (or following the resolution of a Dispute such dispute in favour of the Purchaser) amount due from it under the provisions of [Section 9.4 9.4] of this Agreement by the Due and Payable Date for the relevant amountinvoice, or to make any other payment when required to be made, in each case, that is not remedied within thirty-five (535) Business Days following the Purchaser’s notice to the Seller, stating that a payment default has occurred and is continuing and describing the such payment default in reasonable detail; or (ii) to post and, thereafter, to maintain security in the amount required under SectionSection 2.7 as required to be maintained by the Seller under this Agreement. (d) any breach by the Seller of its obligations under Section 19.9 (Assignment);

Seller Events of Default. The following events shall be events of default by the Seller (each a “Seller Event of Default”); provided, however, that no such event shall be a Seller Event of Default if it is caused in whole or material part by (i) a breach of or default under this Agreement by the Purchaser, (ii) a breach of or default under the Site Lease by the Purchaser or (ivii) a Force Majeure Event (except for a failure to pay an amount owed, in the case of Section 16(c16.1(c)): (a) The Seller’s failure: (i) to achieve the Construction Start Date within five sixty (560) Business Days following Financial Closing; (ii) to achieve the Commercial Operations Date not later earlier than sixty one hundred eighty (60180) Days after the Required Commercial Operations Date; (iii) after Construction Start Date but prior to the achievement of the Commercial Operations Date to execute the Project in a diligent manner for a period of thirty (30) consecutive Days without prior notice to and prior written consent of the Purchaser; or (iiiiv) following the Commercial Operations Date, to deliver in to the Interconnection Point during any Agreement Year consecutive twelve (12) months period on a rolling average basis Net Delivered Energy and NPMV from the Complex in an amount less than eighteen thousand five hundred megawatt hours fifty (18,500MWh)50%) percent of the Annual Benchmark Energy for the relevant Agreement Year, except to the extent (and only to the extent) prevented by a Non-Project Event or on account of factors not attributable to the Seller. (b) Following the Commercial Operations Date, an Abandonment without the Purchaser’s prior written consent that consent, the Seller’s Abandonment which continues for a period of thirty (30) consecutive Days; provided, provided however, the an Abandonment Seller shall not be deemed to be in effect have Abandoned its Complex so long as Seller it is using all reasonable efforts to regain control of the Facility Complex or reinstate its commercial operations. (c) The Seller’s failure: (i) to pay any undisputed (or following the resolution of a Dispute such dispute in favour of the Purchaser) amount due from it under the provisions of Section 9.4 of this Agreement by the Due and Payable Date for the relevant amountinvoice, or to make any other payment when required to be made, in each case, that is not remedied within forty-five (545) Business Days following the Purchaser’s notice to the Seller, stating that a payment default has occurred and is continuing and describing the such payment default in reasonable detail; or (ii) to post and, thereafter, to maintain security in the amount required under SectionSection 2.7 as required to be maintained by the Seller under this Agreement. (d) A breach by the Seller of its obligations under Section 19.9. (e) Except for the purpose of amalgamation or reconstruction that does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement, the occurrence of any of the following events: (i) any proceeding being validly instituted under the Laws of Pakistan for the dissolution of the Seller that is not stayed or suspended in ninety (90) Days, provided, that, if, within seven (7) days of the Seller becoming aware of such proceedings being filed, the Seller: (A) confirms to the Purchaser that such proceedings relate to the recovery of a claim against the Seller that is disputed bona fide by the Seller as payable, and (B) furnishes a certificate by its external auditors to the effect that the Seller is and will remain solvent despite the payment of the claim subject to the said insolvency proceedings, then, in such case, the Purchaser shall not exercise its right of termination until such time that the said certificate by the auditors is revoked or otherwise ceases to remain accurate; (ii) the passing of a resolution for dissolution or winding-up of the Seller; (iii) the voluntary filing by the Seller of a winding-up petition, or a request for a moratorium on debt payments, or other similar relief; (iv) appointment of a provisional liquidator in a proceeding for the winding-up of the Seller after notice to the Seller and due hearing, which appointment has not been set aside or stayed within ninety (90) Days of such appointment; or (v) the making, by a court with jurisdiction over the Seller, of an order for dissolution or winding-up the Seller, which order is not stayed or reversed by a court of competent jurisdiction within ninety (90) Days. (f) Any statement, representation or warranty made by the Seller in this Agreement (or in a certificate delivered pursuant to Section 2.8) proving to have been incorrect in any material respect when made or when reaffirmed, and such incorrect statement, representation or warranty having a material adverse effect on the Seller’s ability to perform its obligations under this Agreement or having a material adverse effect on the Purchaser’s rights or obligations under this Agreement. (g) The Seller’s material breach or material default under or of this Agreement (other than any breach or default referred to in other sub-sections of this Section 16.1), including any material breach or default in the performance of its obligation to act in accordance with Prudent Utility Practices, which is not remedied within thirty (30) Days after the Purchaser‘s notice to the Seller, stating that a material breach or default under or of this Agreement has occurred and is continuing, and in reasonable detail identifying such material breach or default. (h) On three (3) or more separate occasions, tampering by the Seller or its Contractors or their employees acting in the course of their employment, with the Metering System, the Back- Up Metering System, the Meteorological Station or the Complex Monitoring System (unless any alterations are required for rectifying any errors in the Complex Monitoring System), which tampering, in case of a dispute, is verified by an independent third-party expert. (i) The irrevocable, un-appealable and final order for revocation or termination of the Generation License (other than as a result of a Lapse of Consent). (j) The exercise by the Lenders of their remedies under the Financing Documents with respect to either the Complex assets or the pledged Ordinary Share Capital such that either the Seller or its management are removed by the Lenders from control of the Complex and the failure by the Lenders or the Agent to deliver a Succession Notice (as defined in Section 19.9(c)) or to transfer the Complex and the rights and obligations of the Seller under the Agreement to a Transferee within two hundred and forty (240) Days after the Seller or its management are removed by the Lenders from control of the Complex. (k) Except as provided under this Agreement, the transfer or creation of any right, title or interest under the Land Documents from the Seller to a third party without the prior consent of the Purchaser after the Commercial Operations Date. (l) The transfer, conveyance, loss, or relinquishment of the Seller’s right to own or operate (by the Seller or through its O&M Contractor) the Complex or any material part thereof, to any Person (other than the Purchaser pursuant to the Energy Purchase Agreement or the Lenders exercising their rights under the Financing Documents), or failure to retain possession of the Site, without the prior written approval of the Purchaser. (m) Reduction of the Contract Capacity on the Commercial Operations Date by an amount which exceeds in aggregate five percent (5%) of the Contract Capacity specified in Section 2.9(a).

Seller Events of Default. The Each of the following events shall be events of +default by the Seller (each a “"Seller Event of Default”"); provided, howeverwhich, that no such event if not cured within the time permitted (if any) under Clause 19.3, shall be a Seller Event give rise to the right on the part of Default if it is caused in whole or material part by (i) a breach of or default under the Purchaser to terminate this Agreement by the Purchaser, (ii) a breach of or default under the Site Lease by the Purchaser or (iv) a Force Majeure Event (except for a failure pursuant to pay an amount owed, in the case of Section 16(c): (a) The Seller’s failureClause 19.3.3: (i) 19.1.1 the failure of the Seller to achieve post the Construction Start within five (5) Business Days following Security in accordance with Clause 12.4.1 on or before Financial Closing; 19.1.2 the failure of the Seller to achieve the Commencement of Construction within ninety (ii) 90)Days after Financial Closing; 19.1.3 the Abandonment by the Seller of the construction of the Plant after the Commencement of Construction without the written consent of the Purchaser; 19.1.4 the failure of the Seller to achieve the Commercial Operations Date not later than sixty within One hundred and eighty (60180) Days after the Required Commercial Operations Date; 19.1.5 the failure of the Seller to provide or replenish the Operations Security in accordance with Clause 12.4.2 of this Agreement; 19.1.6 the Abandonment by the Seller of the operation of the Plant without the written consent of the Purchaser; 19.1.7 the failure of the appointment or replacement by the Seller of a Construction Contractor or an O&M Contractor or any [material] amendment to or waiver of any terms of the Construction Contract or the O&M Contract without the prior consent of the Purchaser; 19.1.8 the assignment or transfer of this Agreement or an assignment, transfer or acquisition in breach of Clause 21.1or 21.2 of this Agreement; 19.1.9 any failure by the Seller to make any payment or payments required to be made by it under this Agreement within thirty five (35) Days after the Seller is given notice that the payment was not made by the due date for payment; 19.1.10 except for the purpose of amalgamation, reorganization or reconstruction (provided that such amalgamation, reorganization or reconstruction does not affect the ability of the amalgamated, reorganized or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events: 19.1.10.1 the passing of a resolution by the owners of the Seller for the winding up of the Seller; 19.1.10.2 the admission in writing by the Seller of its inability generally to pay its debts as they become due; 19.1.10.3 the appointment of a provisional manager, trustee, liquidator or similar person in a winding up proceeding after notice to the Seller and due hearing; or (iii) following 19.1.10.4 the Commercial Operations Date, making by a court with competent jurisdiction over the Seller of an order winding up the Seller; 19.1.11 reduction of the Dependable Capacity to deliver in any Agreement Year Net Delivered Energy and NPMV in an amount less than eighteen thousand five hundred megawatt hours [◆] MW for a period of at least 12 consecutive Months; 19.1.12 any representation, warranty or statement made, repeated or deemed made by the Seller which was (18,500MWh).or proves to have been) incomplete, untrue, incorrect or misleading when made or deemed to have been made; (b) Following 19.1.13 any [material] breach by the Commercial Operations DateSeller of this Agreement, an Abandonment without which breach has a [material and] adverse impact on the Purchaser’s prior written consent , except that continues for thirty (30) consecutive Days; provided, however, the an Abandonment shall not be deemed to be in effect so long as Seller is using all reasonable efforts to regain control none of the Facility or reinstate its commercial operations. events described above in Clauses 19.1.1 - 19.1.13 (cinclusive) The Seller’s failure: shall be a Seller Event of Default hereunder if (i) to pay any undisputed (or following the resolution of it results from a Dispute in favour of the Purchaser) amount due from it under the provisions of Section 9.4 breach by the Due and Payable Date for the relevant amount, Purchaser of this Agreement; or to make any other payment when required to be made, in each case, that is not remedied within five (5) Business Days following the Purchaser’s notice to the Seller, stating that a payment default has occurred and is continuing and describing the payment default in reasonable detail; or (ii) if it occurs as a result of a Force Majeure for the period provided pursuant to post and, thereafter, to maintain security in the amount required under SectionClause 17.3.

Seller Events of Default. The following events shall be events of default by the Seller (each a “Seller Event of Default”); , provided, however, that no such event shall be a Seller Event of Default if it is caused in whole or material part by (i) a breach of or default under this Agreement by the Purchaser, (ii) a breach of or default under the Site Lease by the Purchaser of, or a default by the Purchaser under, this Agreement (iv) including any Purchaser Event of Default), a breach by the GOP of, or a default by the GOP under, the Implementation Agreement (including any GOP Event of Default thereunder, or if it occurs as a result of a Force Majeure Event (except for a failure to pay an amount owed, in the case of Section 16(c16.1(c)): (a) The the failure of the Seller’s failure: (i) to achieve the Construction Start Date within five ninety (590) Business Days following Financial Closing;; or (ii) to achieve the Commercial Operations Date not later than sixty four hundred (60400) Days after the Required Commercial Operations Date; or; (iiib) following after the Construction Start Date but prior to the achievement of the Commercial Operations Date, the failure of the Seller to deliver prosecute the Project in any Agreement Year Net Delivered Energy and NPMV in an amount less than eighteen thousand five hundred megawatt hours (18,500MWh). (b) Following a diligent manner or, following the Commercial Operations Date, an Abandonment by the Seller, in each case, without the Purchaser’s prior written consent that of the Purchaser and which in each case continues for a period of thirty (30) consecutive Days; provided, however, the an Abandonment shall not be deemed to be in effect so long as Seller is using all reasonable efforts to regain control of the Facility or reinstate its commercial operations.; (c) The the Seller’s failure: failure (i) to pay any undisputed (or following the resolution of a Dispute in favour of the Purchaser) amount due from it under the provisions of Section 9.4 of this Agreement by the Due and Payable Date for the relevant amount, invoice or to make any other payment when required to be made, in each case, that is not remedied within thirty-five (535) Business Days following notice from the Purchaser’s notice Purchaser to the Seller, Seller stating that a payment default has occurred and is continuing and describing the such payment default in reasonable detail; or detail or (ii) to post and, thereafter, to and thereafter maintain security in the amount required under SectionSection 2.7 as required to be maintained by the Seller under this Agreement; (d) any breach by the Seller of its obligations under Section 19.9 (Assignment); (e) except for the purpose of amalgamation or reconstruction that does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement, the occurrence of any of the following events: (i) any proceeding being validly instituted under the Laws of Pakistan for the dissolution of the Seller that is not stayed or suspended in ninety (90) Days; (ii) the passing of a resolution for the dissolution or winding up of the Seller; (iii) the voluntary filing by the Seller of a winding up petition, or a request for a moratorium on debt payments or other similar relief; (iv) the appointment of a provisional liquidator in a proceeding for the winding up of the Seller after notice to the Seller and due hearing, which appointment has not been set aside or stayed within ninety (90) Days of such appointment; or (v) the making by a court with jurisdiction over the Seller of an order winding up the Seller which order is not stayed or reversed by a court of competent jurisdiction within ninety (90) Days; (f) any statement, representation or warranty by the Seller in this Agreement (or in a certificate delivered pursuant to Section 2.8) proving to have been incorrect, in any material respect, when made or when reaffirmed and such incorrect statement, representation or warranty having a material adverse effect on the Seller’s ability to perform its obligations under this Agreement or having a material adverse effect on the rights or obligations of the Purchaser under this Agreement; (g) any material breach or material default by the Seller of this Agreement (other than any breach or default referred to in the other sub-sections of this Section 16.1), including any material breach or default in the performance of its obligation to act in accordance with Prudent Utility Practices, which is not remedied within thirty (30) Days after notice from the Purchaser, stating that a material breach or default under of this Agreement has occurred and is continuing and identifying the material breach or default in question in reasonable detail; (h) tampering on three (3) or more separate occasions by the Seller or its Contractors or their employees acting in the course of their employment with the Metering System, the Back-Up Metering System, the Anemometry System or the [Complex Monitoring System/SCADA System]; (i) the suspension or termination of the Generation Licence; (i) the exercise by the Lenders of their remedies under the Financing Documents with respect to either the assets comprising the Complex or any Ordinary Share Capital pledged to the Lenders under the Financing Documents such that the Seller or its management are removed by the Lenders from control of the Complex or of the Seller, and (ii) the failure by the Lenders or the Agent to deliver a Succession Notice pursuant to Section 19.9(c) or to transfer the Complex and the rights and obligations of the Seller under this Agreement and the Implementation Agreement to a Transferee within two hundred and forty (240) Days after the Seller or its management are removed by the Lenders from control of the Complex or of the Seller; and (k) any material breach by the Seller of the Implementation Agreement that is not remedied within thirty (30) Days after notice from the Purchaser or the GOP to the Seller, which notice states that a material breach of such agreement has occurred and is continuing that could result in the termination of such agreement, and identifies the material breach in question in reasonable detail. (l) any material breach by the Seller of the Site Sub-lease that is not remedied within thirty (30) Days after notice from AEDB to the Seller, which notice states that a material breach of the Site Sub-lease has occurred and is continuing that could result in the termination of the Site Sub-lease, and identifies the material breach in question in reasonable detail.