AgdaPkt 2015-03-23 Closed and Joint SA PFA

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8.A. - Page 43 not require compliance with Section 9.1. Except to the extent that this Agreement expressly permits a Party to suspend performance, pending final resolution of a Dispute, the Parties shall each proceed diligently and faithfully with performance of their respective obligations under this Agreement. If the Dispute remains unresolved, the Parties may mutually agree to submit the dispute to non-binding mediation. In such mediation, representatives of the Parties with authority to resolve the dispute shall meet for at least three (3) hours with a mediator mutually agreeable to the parties whom they choose together, and share costs for such equally. 9.2 Notwithstanding anything to the contrary, this Article is not intended to limit or restrict the rights of either Party to seek any judicial remedy or otherwise negate the requirements of the Government Claims Act, if applicable. For avoidance of doubt, any claims against Buyer, as a public agency, must first be submitted under the Government Claims Act, if applicable, prior to pursuing judicial remedy. ARTICLE 10: DEFAULT& REMEDIES 10.1 Events of Default Generally. The following is a list of non-exclusive events of default (each, an "Event of Default," and collectively "Events of Default") They shall constitute a Seller's default or Buyer's default as specified below and are in addition to those Events of Default specified in Sections 10.2 and 10.3: a) Seller delivers to Buyer, without Buyer's consent, energy or other product from a resource other than the Generating Facilities specified in this Agreement; or b) If, for six (6) consecutive months, a Facility does not meet fifty percent (50%) of the Expected Annual Contract Quantity for such six-month period as specified in Schedule 7 of this Agreement after adjustments for weather and Lost Output Events; or c) Seller sells or transfers Output to any Person other than Buyer, except as may be permitted herein; or d) Either Party fails to maintain any insurance required pursuant to this Agreement; or e) A court shall have made or entered any decree or order: (i) adjudging a Party to be bankrupt or insolvent; (ii)approving as properly filed a petition seeking reorganization of such Party or an arrangement under the bankruptcy laws or any other applicable debtor's relief law or statute of the United States or any state thereof; (iii) appointing a receiver, trustee or assignee of such Party in bankruptcy or insolvency or for its property; (iv) directing the winding up or liquidation of such Party and such decree or order shall have continued for a period of sixty (60) days; or (v) such Party shall have voluntarily submitted to or filed a petition seeking any such decree or order; or ATTY/AGR/2015.012/POWER PURCHASE AGREEMENT-CEI SOLAR ONE LLC REV:01-21-15 MLG Page 35 of 55