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(iii) an annual level of direct beam solar resource availability that is less than or equal to <br />ninety percent (90%) of historical averages as measured by long-term weather data (minimum of five (5) years) <br />collected at any Site, <br />(iv) the termination of any License prior to the expiration of the applicable Schedule <br />Term(s) for any reason, <br />(v) if, as of the date that is one hundred eighty (18 0) days after the Execution Date, the <br />conditions set forth in Section 10(a) have not been satisfied or waived by Power Provider in its reasonable <br />discretion, and such failure is not a result of Power Provider's breach and are within Purchaser's reasonable <br />control, or <br />(c) Upon the occurrence of an event described in Sections 7(b)(i) and 7(b)(ii), within thirty (30) <br />days following receipt by Purchaser from Power Provider of written notice of such event, Purchaser and Power <br />Provider shall meet and attempt in good faith to negotiate amendments to this Agreement as are reasonably <br />necessary to preserve the economic value of this Agreement to Power Provider. Such right shall be in addition <br />to Power Provider's right to terminate this Agreement pursuant to Section 7(b). <br />(d) In the event that Power Provider terminates this Agreement pursuant to Section 7(b), this Agreement shall <br />terminate without triggering the default provisions of this Agreement and with no liability of Power Provider to <br />Purchaser except such amounts, if any, then due and owing under this Agreement as of the date of such <br />termination and its indemnity obligations hereunder, all of which shall survive such termination or expiration of <br />this Agreement. For the avoidance of doubt, any termination of this Agreement shall be deemed a termination <br />of each Schedule. Any removal of the Solar Power Facility shall be completed at Power Provider's sole cost, <br />within 60 days of the termination of this Agreement, and subject to and in accordance with all of the terms and <br />conditions of of this Agreement regarding the installation and removal of the Solar Power Facility, including <br />without limitation, the indemnities thereunder. Power Provider shall promptly repair and restore any damage <br />to the Site or any improvements thereon, including without limitation roof and/or roof membrane, caused by <br />such removal at Power Provider's sole cost and to Purchaser's reasonable satisfaction. <br />(e) Notwithstanding anything to the contrary set forth in this Agreement, Purchaser shall have the right, but <br />not the obligation, to terminate this Agreement prior to expiration of the Contract Term at any time upon the <br />occurrence of any of the following: <br />(i) an unstayed order of a court or administrative agency or a voluntary declaration by <br />Power Provider or Guarantor of bankruptcy, liquidation, assignment for the benefit of creditors or dissolution <br />and the failure by Power Provider's lender or other successor to assume and timely fulfill Power Provider's <br />obligations hereunder, <br />it) if, as of the date that is one hundred eighty (18 0) days after the Execution Date, the <br />conditions set forth in Section 10(b) have not been satisfied or waived by Purchaser in its reasonable discretion, <br />and such failure is not a result of Purchaser's breach and are within Power Provider's reasonable control, or <br />(iii) Purchaser sells or transfers the Site or discontinues operations at the Site. <br />In the case of termination under (c) (i) or (ii), Purchaser may, at its sole option, require Power Provider <br />to remove of the Solar Power Facility in accordance with this Agreement or purchase the Solar Power Facility <br />from Power Provider at its then fair market value. In the case of termination under (c)(iii), Purchaser shall <br />purchase the Solar Power Facility from Power Provider in accordance with Section 24 below. In addition, <br />Purchaser may sell or transfer the Site, subject to the terms of Section 14 of this Agreement, in which case all <br />rights and obligations of Purchaser under this Agreement and the License shall be assigned and transferred to <br />the transferee and Purchaser shall be released from any further obligation hereunder or under the License. <br />8. Purchaser's End of Schedule Term Options. <br />Page 10 of 30 <br />SE PPA 11/11/15 <br />