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13 subject to Article 15, Subscriber may terminate the Agreement and exercise any other remedy it may have at law or equity or under the Agreement. In the event of such termination, Subscriber shall use reasonable efforts to mitigate its damages. 11.2 Subscriber Defaults and Operator’s Remedies. (a) Subscriber Default. The following events shall be defaults with respect to Subscriber (each, a “Subscriber Default”): (i) A Bankruptcy Event occurs with respect to Subscriber; (ii) Subscriber fails to pay Operator any undisputed amount due Operator under the Agreement within 30 days from receipt of notice from Operator of such past due amount; and (iii) Subscriber breaches any material term of the Agreement and (A) if such breach can be cured within 30 days after Operator’s notice of such breach and Subscriber fails to so cure, or (B) Subscriber fails to commence and pursue said cure within such 30 day period if a longer cure period is needed. (iv) This Agreement is terminated pursuant to Section 2.2(i). (b) Operator’s Remedies. If a Subscriber Default described in Section 11.2(a) has occurred and is continuing, in addition to other remedies expressly provided herein, Operator may (i) terminate this Agreement and collect the Termination Fee; provided that if within three years after collecting the Termination Fee, Operator sells all of Subscriber’s Allocated Percentage (after making commercially reasonable efforts to do so and after filling any pre-existing unsubscribed portion of the Delivered Energy), then Subscriber will be entitled to recover from Operator an amount equal to the net present value, using a discount rate of 5.5%, ascribed by Operator to such new subscriber’s subscription minus the costs Operator incurred to sell Subscriber’s Allocated Percentage (including marketing costs associated with finding a new subscriber), (ii) sell Subscriber’s Allocated Percentage to one or more persons other than Subscriber, and (iii) exercise any other remedy it may have at law or equity or under the Agreement. In the event of any such termination, Operator shall use reasonable efforts to mi tigate its damages. 12. ASSIGNMENT. 12.1 Assignment by Operator. Operator shall not sell, transfer or assign (collectively, an “Assignment”) the Agreement or any interest therein, without the prior written consent of Subscriber, which shall not be unreasonably withheld. Operator shall provide Subscriber with such information concerning the proposed transferee (including any person or entity liable for the performance of the terms and conditions of this Agreement) as may be reasonably required to ascertain whether the conditions upon Subscriber’s approval to such proposed assignment have been met. Notwithstanding the forgoing, Operator may, without the consent of Subscriber, (1) transfer, pledge or assign all or substantially all of its rights and obligations hereunder to a Financing Party as 63