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3. Assertion of jurisdiction by any State or Federal agency over Ameresco as a public utility due to the Ameresco's performance of its obligations under this Agreement that prohibits Ameresco from performing any of its material obligations under this Agreement. If this occurs, the Parties shall negotiate in good faith to restructure the form of their Agreement to eliminate such jurisdiction or prohibition. Such restructuring will maintain the economic fundamentals of this Agreement. Assertion by any State or Federal agency that any substance produced by or used in the Plant, including without limitation spent media used in any LFG cleanup system, is a Hazardous Material. 4. Within three-hundred sixty-five days (365) of the Effective Date, County has not received all Permits and Authorizations applicable to the County. 5. Within one-hundred eighty (180)days of the Effective Date, Ameresco fails to apply for all Permits and Authorizations required by it to proceed with the Project (whether or not deemed complete by the relevant governmental authority); provided that Ameresco shall have used commercially reasonable efforts to apply for such Permits and Authorizations. 6. The County fails to perform any material obligation of this Agreement, including its obligation to maintain in full effect all applicable Permits and Authorizations applicable to the Landfill for the provision of LFG to Ameresco, but excepting an obligation for which a sole remedy is explicitly specified herein. 7. The Plant is destroyed. 8. The Site Lease Agreement is terminated. C. Procedure for Termination 1. A Party may terminate this Agreement if an event of Default by the other Party or is not timely cured. In the event of an Event of Default, if the non-defaulting Party wishes to seek termination of this Agreement because of the Event of Default with respect to the other Party, then the non-defaulting Party shall provide written notice ("Termination Notice")to the defaulting Party of its intent to terminate this Agreement no later than thirty (30) days following the date of such Termination Notice. D. Cure Period The Cure Period for Events of Default is thirty (30) days after receipt of a Termination Notice. If the defaulting Party commences attempts to cure promptly after receipt of the Termination Notice (or has previously commenced) and diligently pursues such cure, then the cure period may be extended for so long as the defaulting Party is diligently pursuing such cure. The non-defaulting Party may not terminate this Agreement during such time as the defaulting Party diligently pursues such cure. Such cure periods will not be allowed for an Event of Default due to failure to pay sums due under the Agreement. E. Miscellaneous Rights Upon Termination. LFG Purchase Agreement 22 Foothill Sanitary Landfill Ameresco San Joaquin LLC/San Joaquin County SW-106035-R5