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Execution Version <br /> offtaker acceptable to Buyer)agrees to purchase the Output from Drop 5,then <br /> Seller shall develop and construct and Drop 5 shall achieve Commercial <br /> Operation by no later than May 1, 2018. if for any reason other than the <br /> occurrence of an event of Force Majeure,Drop 5 has not achieved Commercial <br /> Operation on or before May 1, 2018, this Agreement shall automatically <br /> terminate with respect to such Unit. <br /> 4.6 The material breach of any representation, warranty, covenant or other <br /> obligation included in this Agreement shall be a.default by such brdaOhig Patty <br /> under this Agreement. Following the occufrence of such a defauit, the <br /> defaulting Party shall have sIXty(60)days to cure-such default folio***notice <br /> thereof froM the non-defaulting Party.Thereafter,the non=defaulting Party shall <br /> have the right to terminate this Agreement by providing botice in accordance <br /> with Section 22 of this Agreement.Any written notice of a default hereunder <br /> shall set forth,In reasonable detail,the nature of the default. Nothing f e 1n <br /> shall be cojistrued to-limit or (estrlct either Party's tight_to compel sp is <br /> performance,or seek direct damages,in the court of law spadfied in Section <br /> 23.3 hereof,if appropriate. if Seller"defaults hereunder and BUiyer'elects to <br /> terminate this Agreement, Seller shall indemnify, defend and hold hatmiess <br /> Buyer (and its members, officers, directors, employees, agents and <br /> representatives)for any from and against any and all suits=and causes of action, <br /> claims, charges, damages,demands, judgments, civil fines and penal*ies, or <br /> losses of any kind or nature whatsoever'('Losses")incurred In copn'ectloli With <br /> the termination by Buyer of the MEAN Agreement. <br /> 5. EXTERMiNATION OF ENERGYDEUVERED: <br /> 54 The Delp*purchased from Seller by Buyer shall ie caicula_tad**AO O foi * <br /> fn_ idiibits. <br /> 52 (hnput irfiall be dell erel to,and purchased by Buyer,at the Calsarlty'end Energy <br /> Rate,Corittnencing Upon the Commercial Operation Date of the applicable Unit <br /> In additions Buyer shall purchase and receive a'tmited amount of energy that <br /> may be produced duffing the brief period between the initial,flrstthne operation <br /> of such Unit and the achievement of Commercial Operation Of such Unit("Tient <br /> Energy).The'Parf s_intend that this brief-period oT time 010 be lessthansktPl <br /> (60)days,but agree'that unfavotabie weather or Force Majeure may extend this <br /> period.Test Energy shall be purchased by Buyer at the rate set'forth in Eirhibit 1. <br /> 6. WAG AND PAYMENT: <br /> 6.1 The capacity and energy bifiiing charge for any Billing Period Shag be the proddi3 <br /> of la)the.Output delivered to Buyer,pursuant to Section 5,during snrh Peng <br /> Page$v14 <br /> 134 <br />