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have not been registered under the Securities Act of 1933, as amended, and that it is entering into <br />this Agreement for its own account and has no present intention of making any sale or other <br />distribution of this Agreement in violation of such legislation, rules or regulations. Lender <br />represents that it is familiar with the operations and financial condition of Purchaser, based upon <br />information furnished to Lender by Purchaser, and has made such inquiries as it deems <br />appropriate in connection with this Agreement. <br />Section 10.02. Assignment and Subleasing by Purchaser. None of Purchaser's right, <br />title, and interest in, to and under this Agreement or any portion of the Equipment may be <br />assigned or encumbered by Purchaser for ariy reason. <br />ARTICLE XI ; . <br />EVENTS OF DEFAULT <br />Section 11.01. Events of Default Defined. Any of the following events shall constitute <br />an "Event of Default" under this Agreement: <br />(a) Failure by Purchaser to pay any Installment Payment or other payment required to <br />be paid under this Agreement within 10 days of the date when due as specified herein; <br />(b) Failure by Purchaser to observe and perform any covenant, condition or <br />agreement on its part to be observed or performed, other than as referred to in subparagraph (a) <br />above, for a period of 30 days after written notice specifying such failure and requesting that it <br />be remedied is given to Purchaser by Lender, unless Lender shall agree in writing to an extension <br />of such time prior to its expiration; provided that, if the failure stated in the notice cannot be <br />corrected within the applicable period, Lender will not unreasonably withhold its consent to an <br />extension of such time if corrective action is instituted by Purchaser within the applicable period <br />and diligently pursued until the default is corrected; <br />(c) Any statement, representation or warranty made by Purchaser in or pursuant to <br />this Agreement or its execution, delivery or performance shall prove to have been false, <br />incorrect, misleading, or breached in any material respect on the date when made; <br />(d) Any default occurs under any other agreement for borrowing money, lease <br />financing of property or otherwise receiving credit under which Purchaser is an obligor under <br />which there is outstanding, owing or committed an aggregate amount of at least 10% of <br />Purchaser's- aggregate.. current long- and short-term indebtedness, if such .default consists. of <br />(i) the failure to pay any indebtedness when due or (ii) the failure to perform any other obligation <br />thereunder and gives the holder of the indebtedness the right to accelerate the indebtedness; <br />(e) Purchaser shall (i) apply for or consent to the appointment of a receiver, trustee, <br />custodian or liquidator of Purchaser, or of all or a substantial part of the assets of Purchaser, <br />(ii} be unable, fail or admit in writing its inability generally to pay its debts as they become due, <br />(iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered <br />against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy <br />or a petition or an answer seeking reorganization or an arrangement with creditors or taking <br />advantage of any insolvency law or any answer admitting the material allegations of a petition <br />filed against Purchaser in any bankruptcy, reorganization or insolvency proceeding; <br />#765698v2 (BAPCC/N Carolina Installment Purch Agmt) 17 <br />