Res 2013-019/LCRA Participation Agreement w/Thomas C. Ferguson

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LC i k1a DGWV.w,M..,,., Transfer, have accrued under this Agreement, unless the LCRA shall agree in writing to the contrary; and (iv) All amounts due and owing by San Marcos under this Agreement shall have been paid. (f) No partial Transfer. San Marcos shall not Transfer less than its full Participation Share to any Transferee except LCRA. ARTICLE 12. COVENANTS OF GOOD FAITH AND FAIR DEALING AND PRUDENT UTILITY PRACTICES Each Party covenants that beginning on the Effective Date and continuing throughout the term of this Agreement it will carry out its obligations under this Agreement consistent with the principles of Good Faith and Fair Dealing and Prudent Utility Practices. ARTICLE 13. OF DEFAULT; REMEDIES; TERMINATION FOR CONVENIENCE (a) The occurrence of any of the following events with respect to a Party (a "Defaulting Party ") will constitute a default ( "Default "): (i) The failure to make, when due, any payment required pursuant to this Agreement if such failure is not remedied within five (5) business days after written notice (a "Payment Default"); (ii) The failure by a Party to keep, observe or perform any of the other material terms, covenants or agreements contained in this Agreement on the Defaulting Party's part to be kept, performed or observed (other than as referred to in clause (a)(i) of this Article 13) if such failure is not remedied by the Defaulting Party within thirty (30) days after notice from the non - defaulting Party of such default; provided, however, that if by the nature of such default it is not capable of being cured within such thirty (30) day period, the failure by the Defaulting Party to prosecute diligently the cure of such default to completion within such additional period as may be reasonably required to cure such default with diligence and in good faith; or (iii) Such Party consolidates or amalgamates with, or merges with or into, or transfers its assets substantially as an entirety to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving, or transferee entity fails to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other Party. (b) San Marcos' Remedies: (i) In the case of a Payment Default by LCRA under Article 5(c), San Marcos may Participation Agreement between Lower Colorado River Authority Page 13 of 26 and City of San Marcos