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interests, would have a material and adverse effect upon the consummation of the transactions <br /> contemplated by or the validity of this Operating Agreement, or upon the financial condition, <br /> assets, properties or operations of the User , and User is not in default with respect to any order <br /> or decree of any court or any order, regulation or demand of any federal, state, municipal or other <br /> governmental authority, which default might have consequences that would materially and <br /> adversely affect the consummation of the transactions contemplated by this Operating <br /> Agreement or the financial conditions, assets, properties or operations of User. <br /> ARTICLE V <br /> EVENTS OF DEFAULT AND REMEDIES <br /> Section 5.01. Events of Default. <br /> Any one or more of the following events shall constitute an Event of Default hereunder: <br /> (a) Default shall be made in the due and punctual payment by a User of its User <br /> Payments when and as the same shall become due and payable; <br /> (b) Failure by User to observe and perform any non - monetary condition or <br /> agreement on its part to be observed or performed, for a period of thirty (30) days after receipt of <br /> • written notice specifying such failure and requesting that it be remedied has been given to User <br /> by the Authority or the Trustee; provided, however, that if in the reasonable opinion of User <br /> the failure stated in the notice can be corrected, but not within such thirty (30) day period, such <br /> failure shall not constitute an Event of Default if User shall commence to cure such failure <br /> within such thirty (30) day period and thereafter diligently and in good faith cure such failure in <br /> a reasonable period of time; or <br /> (c) User shall file a petition seeking arrangement or reorganization under federal <br /> bankruptcy laws or any other applicable law of the United States of America or any state therein, <br /> or if a court of competent jurisdiction shall approve a petition filed with the consent of a User <br /> seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable <br /> law of the United States of America or any state therein, or if under the provisions of any other <br /> law for the relief or aid of debtors any court of competent jurisdiction shall assume custody or <br /> control of such User or of the whole or any substantial part of its property; <br /> Section 5.02. Remedies of the Authority. <br /> Whenever any Event of Default shall have happened and be continuing, it shall be lawful <br /> for the Authority to, and the Authority shall, at the written direction of any Bond Holder, <br /> exercise against a User any and all remedies available pursuant to law or granted pursuant to this • <br /> Operating Agreement; provided, however, that notwithstanding anything herein or in the Trust <br /> Agreement to the contrary, there shall be no right under any circumstances to accelerate the <br /> User Payments or otherwise declare any User Payment not then in default to be immediately <br /> due and payable. Each and every covenant hereof to be kept and performed by the Users is <br /> expressly made a condition and upon the breach thereof the Authority may exercise any and all <br /> rights granted hereunder; provided, that no termination of this Operating Agreement shall be <br /> effected either by operation of law or acts of the parties hereto, except only in the manner herein <br /> - 17 - • <br /> Project Operating Agreement 082710 <br />