Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or # any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

Inability to Pay Debts; Attachment. Any [[Loan Party:Organization]] or any [[Consolidated Entity:Organization]] admits in writing its inability or otherwise fails generally to pay its debts as they become due; or

(i) The service of process seeking to attach, by trustee or similar process, any funds of a Co-Borrower or of any entity under the control of a Co-Borrower (including a Subsidiary), or # a notice of lien or levy is filed against any of a Co-Borrower’s assets by any Governmental Authority, and the same under subclauses [(i) and (ii) hereof] are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or

Inability to Pay Debts; Attachment. The Company or any Significant Subsidiary admits in writing its inability, or fails generally to pay its debts as they become due; or

any effort to confirm, enforce, or execute any decision, settlement, award, judgment, service of process, execution order or attachment (including pre-judgment attachment) that results from an expert determination, mediation, arbitration or any judicial or administrative proceedings commenced pursuant to this Agreement.

This ​ is contingent upon ​ as called out in attachment #1.

Attachment # to the Power Purchase Agreement is hereby amended by replacing it in its entirety with the following:

suspended ceilings their means of attachment and voids above them; and

COUNTER OFFER: ​ Seller counters Buyer’s offer via markings hereon ​, or separate attachment ​ and signs this acceptance based upon Buyer’s agreeing to said changes. To accept this Counter Offer, Buyer must initial each change or sign said attachment, and deliver same to Seller by 5:00 PM on: ​ ​, ​.

Annual Incentive Targets: (Provide attachment or other incentive target information as necessary.)