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(a) The Borrower shall fail to pay any Loan Payment on or prior to the date on which that Loan
Payment is due and payable or within the Loan Payment Cure Period;
(b) The Borrower shall fail to observe and perform any other agreement, term or condition
contained in this Loan Agreement and the continuation of such failure for a period of 30 days after written
notice thereof shall have been given to the Borrower and the Investor Limited Partners by the Issuer or the
Trustee, or for such longer period as the Issuer and the Trustee may agree to in writing; provided, that if the
failure is other than the payment of money and is of such nature that it can be corrected but not within the
applicable period, that failure shall not constitute an Event of Default so long as the Borrower institutes
curative action within the applicable period and diligently pursues that action to completion, which must
be resolved within 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 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 now or hereafter in effect, which is not dismissed within 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 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 90 days;
(d) Any representation or warranty made by the Borrower herein or any statement in any
report, certificate, financial statement or other instrument furnished in connection with this 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 hereof which would give rise to an Event of Default under
subsection (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.
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