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(a) Enforcement of Payments Without Termination. In the event the Authority does not elect to terminate this Operating Agreement with respect to a User in the manner hereinafter provided for in subparagraph (b) hereof, the User agrees to and shall remain liable for the payment of its User Payment and the performance of all conditions herein contained and shall reimburse the Authority for the full amount of its User Payments to the end of this Operating Agreement; provided that its User Payments shall be payable only at the same time and in the same manner as hereinabove provided for such User Payment, notwithstanding any suit brought by the Authority for the purpose of obtaining possession of the Project or any component thereof or the exercise of any other remedy by the Authority. Notwithstanding the provisions of the JPA Agreement, User agrees that this Operating Agreement constitutes full and sufficient notice of the right of the Authority to re- allocate service provided by the Project in the event of default by a User without effecting a surrender of this Operating Agreement, and further agrees that no acts of the Authority in effecting such re- allocation shall constitute a surrender or termination of this Operating Agreement irrespective of the term for which such re- allocation is made or the terms and conditions of such re- allocation, or otherwise, but that, on the contrary, in the event of such default by a User the right to terminate this Operating Agreement with respect to such User shall vest in the Authority to be effected in the sole and exclusive manner hereinafter provided for in subparagraph (b) hereof. Any User which is in default hereunder agrees to surrender and quit possession of the Project or any component thereof upon demand of the Authority. (b) Termination of the Operating Agreement. Notwithstanding any provision of the JPA Agreement to the contrary, the Authority, at its option, may, and shall at the written direction of either Bond Holder, terminate this Operating Agreement and reallocate all or any portion of the service capacity of the Project relating to a defaulting User; provided, that the Authority shall not terminate this Operating Agreement with respect to a User unless such termination will not materially adversely affect either Bond Holder. In the event of such termination of this Operating Agreement by the Authority at its option and in the manner hereinafter provided on account of default by a User (and notwithstanding any re- allocation of the service capacity of the Project by the Authority in any manner whatsoever), the defaulting User nevertheless agrees to pay to the Authority the difference between all costs, loss or damages howsoever arising or occurring payable at the same time and in the same manner as is herein provided in the case of the User Payment and any amounts realized from the reallocation of such service capacity. Neither notice to pay the User Payment or notice to deliver up possession of any component of the Project given pursuant to law shall of itself operate to terminate this Operating Agreement, and no termination of this Operating Agreement on account of default by a User shall be or become effective by operation of law, or otherwise, unless and until the Authority shall have given written notice to such User of the election on the part of the Authority to terminate this Operating Agreement with regards to such User. User covenants and agrees that no surrender of the Project, or any component thereof, or any termination of this Operating Agreement shall be valid in any manner or for any purpose whatsoever unless stated and accepted by the Authority by such written notice. User hereby irrevocably appoints the Authority as the agent and attorney -in -fact of User to terminate a defaulting User's service from the Project upon the occurrence and continuation of an Event of Default relating to such User, and User hereby exempts and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising or occasioned in accordance with the provisions herein contained. Project Operating Agreement 090910 - 18 -