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(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver,
<br /> trustee,custodian or liquidator of Purchaser or of all or a substantial part of the assets of Purchaser,in each case without its application,
<br /> approval or consent,and such order,judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.
<br /> The foregoing provisions of Section 13.01 are subject to the following limitation:if by reason of force maieure,Purchaser is unable in whole or
<br /> in part to perform its agreements under this Agreement and the Property Schedule (other than the obligations on the part of Purchaser contained in
<br /> Article VI hereof) Purchaser shall not be in default during the continuance of such inability. The term"force maieure"as used herein shall mean the
<br /> following:acts of God;strikes,lockouts or other industrial disturbances;acts of public enemies;orders or restraints of any kind of the government of the
<br /> United States or of the State or any of their departments, agencies or officials, or any civil or military authority; insurrections, riots, landslides,
<br /> earthquakes,fires,storms,droughts,floods,explosions, breakage or accident to machinery,transmission pipes or canals;or any other cause or event
<br /> not reasonably within the control of Purchaser.
<br /> 13.02 Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule, Seller shall have the right, at its sole
<br /> option without any further demand or notice,to take one or any combination of the following remedial steps:
<br /> (a) Without terminating the Property Schedule, and by written notice to Purchaser, Seller may declare all Installment Payments and other
<br /> amounts payable by Purchaser thereunder to the end of the then-current budget year of Purchaser to be due,including without limitation
<br /> delinquent Installment Payments under the Properly Schedule from prior budget years,and such amounts shall thereafter bear interest
<br /> at the rate of 12%per annum or the maximum rate permitted by applicable law,whichever is less;
<br /> (b) Seller may terminate the Property Schedule, and by written notice to Purchaser. Seller may accelerate the principal component of all
<br /> outstanding Installment Payments, in which case Purchaser shall pay to Seller a sum sufficient to defease the Property Schedule under
<br /> Section 6.05, together with interest on such sum from the date of acceleration until so paid at the rate of 12% per annum or the
<br /> maximum rate permitted by applicable law,whichever is less,and to pay all other sums due under the Property Schedule;
<br /> (c) Seller may terminate the Property Schedule,may enter the premises where the Property subject to the Property Schedule is located and
<br /> retake possession of the Property, or require Purchaser, at Purchaser's expense, to promptly return any or all of the Property to the
<br /> possession of Seller at such place within the United States as Seller shall specify,and Seller may thereafter dispose of the Property in
<br /> accordance with Article 9 of the Uniform Commercial Code in effect in the State, continuing to hold Purchaser liable for any deficiency
<br /> and all costs and expenses incurred by Seller in exercising its remedies hereunder,including,without limitation,all costs and expenses
<br /> of taking possession, removing, storing and reconditioning the Property, and including, without limitation, all brokerage and attorneys
<br /> fees;
<br /> (d) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Seller may instruct such escrow agent to
<br /> release all such proceeds and any earnings thereon to Seller,such sums to be credited to payment of Purchaser's obligations under the
<br /> Property Schedule;
<br /> (e) Seller may take any action,at law or in equity,that is permitted by applicable law and that may appear necessary or desirable to enforce
<br /> or to protect any of its rights under the Property Schedule and this Agreement.
<br /> 13.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Seller is intended to be exclusive and every such remedy shall be
<br /> cumulative and shall be in addition to every other remedy given under this Agreement now or hereafter existing at law or in equity. No delay or
<br /> omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof,but
<br /> any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Seller to exercise any
<br /> remedy reserved to it in this Article it shall not be necessary to give any notice,other than such notice as may be required in this Article.
<br /> 13.04 Costs and Attorney Fees. Upon the occurrence of an Event of Default by Purchaser in the performance of any term of this Agreement,
<br /> Purchaser agrees to pay to Seller or reimburse Seller for, in addition to all other amounts due hereunder, all of Seller's costs of collection, including
<br /> reasonable attorney fees,whether or not suit or action is filed thereon. Any such costs shall be immediately due and payable upon written notice and
<br /> demand given to Purchaser, shall be secured by this Agreement until paid and shall bear interest at the rate of 12% per annum or the maximum
<br /> amount permitted by law,whichever is less. In the event suit or action is instituted to enforce any of the terms of this Agreement,the prevailing party
<br /> shall be entitled to recover from the other party such sum as the court may adjudge reasonable as attorneys'fees at trial or on appeal of such suit or
<br /> action or in any bankruptcy proceeding,in addition to all other sums provided by law.
<br /> ARTICLE XIV
<br /> 14.01 Notices. All notices,certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or
<br /> mailed by certified mail, postage prepaid,to the parties hereto at the addresses specified on the first page of this Agreement(or at such other address
<br /> as either party hereto shall designate in writing to the other for notices to such party), to any assignee at its address as it appears on the registration
<br /> books maintained by Purchaser.
<br /> 14.02 Arbitrage Certificates. Unless a separate Arbitrage Certificate is delivered on the Commencement Date, Purchaser shall be deemed to
<br /> make the following representations and covenants as of the Commencement Date for each Property Schedule:
<br /> (a) The estimated total costs,including taxes,freight,installation,cost of issuance,of the Property under the Property Schedule will not be
<br /> less than the total principal amount of the Installment Payments.
<br /> (b) The Property under the Property Schedule has been ordered or is expected to be ordered within six months after the Commencement
<br /> Date and the Property is expected to be delivered and installed, and the Vendor fully paid, within eighteen months from the
<br /> Commencement Date. Purchaser will pursue the completion of the Property and the expenditure of the net proceeds of the Property
<br /> Schedule with due diligence.
<br /> (c) Purchaser has not created or established, and does not expect to create or establish, any sinking fund or other similar fund(i)that is
<br /> reasonably expected to be used to pay the Installment Payments under the Property Schedule,or(ii)that may be used solely to prevent
<br /> a default in the payment of the Installment Payments under the Property Schedule.
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