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7. Failure by Ameresco to fulfill its obligations (other than an obligation for which a sole remedy is explicitly specified) in this Agreement for a period of sixty (60)days, including its obligation to maintain in full force and effect all applicable Governmental Approvals necessary to continuously operate the Plant. B. The levy of any attachment or execution, or the appointment of any receiver, or the execution of any other process of any court of competent jurisdiction which does, or will as a direct consequence of such process, interfere with Ameresco's occupancy of the Plant and will interfere with its operations under the Agreement. Right to terminate arises only if the attachment, execution, receivership or other process of court is not enjoined, vacated, dismissed or set aside within ninety (90) days. 9. Ameresco (i) has not initiated remedial action as required by any lender or governmental authority in connection with Hazardous Material contaminating the Site, but only to the extent the contamination resulted from Ameresco's action or use of the Site; or(ii) has not initiated action to comply with an enforcement order issued to Ameresco by any governmental authority in connection with the release, use, disposal or storage of a Hazardous Material on the Site. 10. The Plant is destroyed or damaged such that it cannot produce electricity for sale, and Ameresco fails to notify County within the later of ninety (90) days from such destruction or ten (10)days from the date Ameresco receives notice from both its insurer and any Project lenders regarding replacement of the Plant of Ameresco's intent to rebuild the Plant. In such event, Ameresco shall diligently pursue resolution with its insurer and any Project lenders. 11. The Site Lease Agreement is terminated for any reason. 12. The Power Purchase Agreements in effect on the Operations Date are terminated, and Ameresco fails to enter into one or more new Power Purchase Agreements for sale of the electricity generated from the Plant within one hundred eighty (180) days from that date of termination. 13.Ameresco abandons the Plant. Abandonment occurs if Ameresco fails to operate the Plant for ninety (60) consecutive days for reasons other than Force Majeure or actions of the County and is not diligently pursuing resumption of operation. B. Ameresco's Right to Terminate Ameresco may terminate this Agreement by written notice to County upon any of the following occurrences("Events of Default") 1. County fails to perform its obligations under this Agreement due to an event of Force Majeure which lasts longer than six (6) months. 2. A petition under any part of the federal bankruptcy laws or an action under present or future insolvency law or statute is filed against County, its operations or properties, or County is adjudicated as bankrupt unless County confirms this Agreement in any bankruptcy proceeding. LFG Purchase Agreement 21 Foothill Sanitary Landfill Ameresco San Joaquin LLC/San Joaquin County SW-1013035-R5