GESC for Olive WTP Solar Proj No 124-050 - Ameresco

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(i) Customer fails to pay when due any amount to be paid under this Agreement and such failure continues for a period of five (5) business days after notice of overdue payment is delivered by Ameresco to Customer; (ii) Any representation or warranty made by Customer in this Agreement or in any writing delivered by Customer pursuant hereto proves at any time to have been false, misleading or erroneous in any material respect as of the time when made; (iii) Customer fails to perform any of its required duties or obligations under this Agreement and fails to cure such failure and the effects of such failure within thirty (30) days of receipt of written notice of default, unless such failures and effects cannot be completely cured within thirty (30) days after said written notice, in which case a default shall exist only if Customer does not commence and diligently pursue to cure such failures and effects as soon as practicable; (iv) Customer enters receivership, or makes an assignment for the benefit of creditors, whether voluntary or involuntary, or a petition is filed by or against Customer under any bankruptcy, insolvency or similar law and such petition is not dismissed within sixty (60) days; or (v) Customer fails to cooperate in relocating occupants, staff, personnel, furniture and equipment or to take such other actions as may be necessary by Customer in order to prepare space for work by Ameresco as is reasonably requested by Ameresco in a timely manner in order to allow the Scope of Services to be accomplished hereunder. (b) By Ameresco: Ameresco shall be in default under this Agreement if Ameresco fails to perform any of its material duties or obligations under this Agreement and fails to cure such failure or effects of such failure within thirty (30) days of receipt of written notice of default, unless such failure or effects of such failure cannot be completely cured within thirty (30) days after said written notice, in which case a default shall exist only if Ameresco does not promptly commence and diligently pursue to cure such failure as soon as practicable. SECTION 12 Remedies for Default If either Party defaults under this Agreement, the other Party may, subject to the dispute resolution procedures in Section 13 below: (a) bring actions for any remedies available at law or in equity or other appropriate proceedings for the recovery of damages, including amounts past due; and (b) with or without recourse to legal process, terminate this Agreement by delivering written notice of termination at least ten (10) days prior to the requested termination date. SECTION 13 Dispute Resolution Claims, disputes, or other matters in controversy ( a "Dispute") arising out of or related to the Agreement or the Project shall be subject to informal dispute resolution and mediation as a condition precedent to any and all remedies at law or in equity. If during the term of this Agreement a Dispute arises concerning the Project or this Agreement, the Dispute shall initially be submitted to Customer's project representative and Ameresco's project manager for resolution by mutual agreement between the Parties. Any mutual determination by Customer's project representative and Ameresco's project manager will be final and binding upon the Parties. Confidential & Proprietary Information of Ameresco, Inc. Page 13 of 56