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<br />(b) <br /> <br />(iv) <br /> <br />(v) <br /> <br />Customer under any bankruptcy, insolvency or similar law and such petition is not <br />dismissed within sixty (60) days; or <br />Customer fails to keep NORESCO'S interest in the System and its components <br />from becoming impaired or subordinated (or fails to keep any collateral from <br />becoming impaired) and Customer fails to cure such impairment or subordination <br />within thirty (30) days of such impairment or subordination. <br />Customer ceases to be a PG&E electrical distribution customer making the <br />premises ineligible for the PG&E Credit under the Power Saving Partners II Utility <br />Agreement between PG&E and NORESCO. <br /> <br />NORESCO shall be in default under this Agreement upon the occurrence of the following: <br /> <br />(i) NORESCO fails to perform or meet any of its required duties or obligations under <br />this Agreement and fails to cure such failure or effects of such failure within thirty <br />(30) days of receipt of written notice of default, unless such failure or effects <br />cannot be completely cured within thirty (30) days after said written notice, in <br />which case a default shall exist only if NORESCO does not commence and <br />diligently pursue to cure such failure as soon as possible. <br /> <br />SECTION 12 - Remedies for Defaults <br /> <br />(a) <br /> <br />(b) <br /> <br />In the event Customer defaults under this Agreement, NORESCO may: <br /> <br />(i) <br /> <br />prior to installation being completed, bring actions for any remedies available at <br />law or in equity or other appropriate proceedings for the recovery of direct <br />damages, (including amounts past due), and/or bring an action in equity for <br />specific performance. <br />after installation, bring actions for the recovery of sums owed by Customer <br />hereunder and/or bring an action in equity for specific performance. <br /> <br />(ii) <br /> <br />In the event NORESCO defaults under this Agreement, Customer may: <br /> <br />(i) terminate this Agreement and pay the aggregate unpaid principal component of <br />Rent under the applicable Rent schedule in Attachment C; or <br />bring an action in law for direct damages. <br /> <br />SECTION 13 - Dispute Resolution <br /> <br />(ii) <br /> <br />In the event of any Customer dissatisfaction with the System, Customer shall deliver a written <br />notice setting forth in reasonable detail the matter in question to NORESCO. NORESCO will make <br />reasonable efforts to resolve the matter to Customer's satisfaction. <br /> <br />SECTION 14 - Termination <br /> <br />(a) <br /> <br />Customer may terminate this Agreement at any time upon thirty (30) days written notice to <br />NORESCO, provided that Customer pays to NORESCO the appropriate amount pursuant to <br />Attachment C and the amount of all past due bills under Section 2. <br /> <br />Customer may terminate this Agreement with respect to a portion of the Properties <br />identified in Attachment A at any time upon thirty (30) days written notice to NORESCO, <br />provided that Customer pays to NORESCO the appropriate amount pursuant to <br />Attachment C and the amount of all past due bills under Section 2 associated with that <br />Property(s). <br />NORESCO may terminate this Agreement at any time upon thirty (30) days written notice to <br />Customer. In the event of such termination by NORESCO, the Customer shall pay the <br />amount of all payments then due under Section 2 but shall not be obligated to pay any <br />amounts pursuant to Attachment C. <br /> <br />(b) <br /> <br />(c) <br /> <br />c:\my documents\mLfiles\word\agreements\noresco1.doc <br /> <br />5 <br />