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XII. CALCULATION OF ESTIMATED BENEFITS TO SUBSCRIBER <br />Subscriber acknowledges receiving a Calculation of Estimated Benefits from this <br />project and understands that said calculation is an estimate of the ongoing costs <br />and benefits subscriber may anticipate. Said Calculation of Estimated Benefits is <br />attached hereto as Exhibit G, and Subscriber specifically acknowledges that the <br />Calculation is an estimate based upon several variables that may change, <br />resulting in a change in the amount and nature of the benefits. <br />XIII. DEFAULT <br />Upon the occurrence of, and during the continuation without cure of, an <br />Event of Default, the Non -Defaulting Party shall have the option, but not the <br />obligation, to terminate this Agreement, and the Defaulting Party shall be liable to <br />the Non -Defaulting Party for damages for Default. The following shall constitute <br />an Event of Default by a Party: <br />13.1 Either party fails to make any material payment due under this Agreement <br />within thirty (30) days after delivery of notice from the other Party that such <br />payment is overdue. <br />13.2 Except as provided in 13.1 above, the Party materially fails to perform or <br />comply with any representation, warranty, obligation, covenant or agreement set <br />forth in this Agreement and such failure continues for a period of thirty (30) days <br />after delivery of notice thereof from the other Party, provided if it cannot <br />reasonably be cured within such thirty day cure period, the defaulting Party will <br />have such additional time as needed (not to exceed an additional thirty (30) <br />days) provided that the defaulting Party promptly commences and diligently <br />pursues cure and continues such cure to completion, and provided that such <br />extended period of cure does not materially adversely affect the other Party. <br />13.3 The Party is subject to a petition for dissolution or reorganization voluntary <br />or involuntary, under the U.S. Bankruptcy Code. In the case of an involuntary <br />proceeding filed against a Party by a third party, such Party shall have sixty (60) <br />days to have such proceeding or petition dismissed before it matures into an <br />Event of Default. <br />13.4 Remedies for Default <br />13.4.1 If a Subscriber Event of Default occurs, (i) Operator shall have the right to <br />terminate this Agreement upon thirty (30) days prior written notice to Subscriber, <br />and (ii) Subscriber shall be liable to Operator for actual, direct Damages. <br />9 <br />