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be resolved within one hundred eighty (180) days after the aforementioned notice; provided that the Trustee
is provided with a certification from the Borrower to the effect that such default cannot through the exercise
of diligence be wholly cured within such thirty (30) day period but can be wholly cured and the Borrower
has commenced or will promptly commence with due diligence and dispatch the curing of such default and
shall thereafter prosecute and complete the same with due diligence and dispatch;
(c) the Borrower shall (1) admit in writing its inability to pay its debts generally as they become
due; (2) have an order for relief entered in any case commenced by or against it under the federal bankruptcy
laws, as in effect as of or after the date of the Loan Agreement, which is not dismissed within ninety (90)
days; (3) voluntarily commence a proceeding under any other federal or state bankruptcy, insolvency,
reorganization or similar law, or have such a proceeding commenced against it and either have an order of
insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for
ninety (90) days; (4) make an assignment for the benefit of creditors; or (5) have a receiver or trustee
appointed for it or for the whole or any substantial part of its property which appointment is not vacated
within a period of ninety (90) days;
(d) any representation or warranty made by the Borrower in the Loan Agreement or any
statement in any report, certificate, financial statement or other instrument furnished in connection with the
Loan Agreement or with the purchase of the Bonds shall at any time prove to have been false or misleading
in any adverse material respect when made or given; and
(e) there shall occur an “Event of Default” as defined in the Indenture or the Regulatory
Agreement.
Notwithstanding the foregoing, if, by reason of Force Majeure, the Borrower is unable to perform
or observe any agreement, term or condition of the Loan Agreement which would give rise to an Event of
Default under clause (b) above, the Borrower shall not be deemed in default during the continuance of such
inability. However, the Borrower shall promptly give notice in writing to the Trustee and the Issuer of the
existence of an event of Force Majeure and shall use commercially reasonable efforts to remove the effects
thereof; provided that the settlement of strikes or other industrial disturbances shall be entirely within its
discretion.
The term “Force Majeure” shall mean, without limitation, the following:
(1) acts of God; strikes, lockouts or other industrial disturbances; acts of terrorism or
of public enemies; orders or restraints of any kind of the government of the United States of
America or of the Commonwealth or any of their departments, agencies, political subdivisions or
officials, or any civil or military authority; insurrections; civil disturbances; riots; epidemics;
landslides; lightning; earthquakes; fires; hurricanes; tornados; storms; droughts; floods; arrests;
restraint of government and people; explosions; breakage, malfunction or accident to facilities,
machinery, transmission pipes or canals; partial or entire failure of utilities; shortages of labor,
materials, supplies or transportation; or
(2) any cause, circumstance or event not reasonably within the control of the
Borrower.
The declaration of an Event of Default under clause (c) above, and the exercise of remedies upon
any such declaration, shall be subject to any applicable limitations of federal bankruptcy law affecting or
precluding that declaration or exercise during the pendency of or immediately following any bankruptcy,
liquidation or reorganization proceedings.
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