Terms & Conditions

In this contract the words I, ME and MY, refer to the Customer signing the contract the words YOU and YOUR, refer to PepUp.

You will sell to me and I will purchase from you all liquefied petroleum gas (LP Gas) required by me to use at the installation address during the time of this contract. I understand that all my current requirements for LP Gas are to continue during the time of this contract as well as all additional requirements I may have subject to your approval in return for you agreeing to supply me with my needs. I agree to pay you a minimum amount if I do not purchase LP Gas equal to or exceeding the then applicable Minimum Usage Requirement, if any, you will deliver the LP Gas into the tank(s) at my installation address. If I ever request delivery of less LP Gas than is required to fill the installed tank(s) to full capacity you will have the right to charge me extra for such delivery.

1. You will determine the proper standard installation to provide the TYPE OF SERVICE I require. When I pay you the prevailing fee (non–refundable) for the standard installation you have selected you will lend to me and install all the equipment needed to control and supply my current LP Gas requirements. You may adjust the kind of equipment if my requirements change. This equipment is your property and shall remain yours. I agree to use due care to protect your equipment at all times and shall promptly give it back to you in as good condition as the day you lent it to me (ordinary wear and tear accepted) when this agreement is over. I also will pay you for all labor and materials and piping which exceeds those allowed in you standard installation fee. I agree to pay the equipment rental charge established by you when charged/billed.

2. You may refuse to deliver LP Gas into the equipment on my premises whenever you feel that the equipment is not satisfactory for the safe and efficient storage or use of LP Gas. You will always have access to the equipment to inspect, service, change or remove all or part of the equipment. I agree that no connections or disconnections to the equipment will be made except by your employees or your authorized representatives.

3. The schedule of LP Gas prices and minimum usage requirements which I agree to pay shall be the ones in effect for my TYPE OF SERVICE in my location at the time I receive the LP Gas. A copy of the current schedule of prices in on file in your office and I may see it if I wish. You have the right at any time to revise the price schedule without prior notice and to bill me accordingly if the revision would cost me more money then I may terminate this agreement by written notice to you within fifteen (15) days after I receive the first invoice constructed from the new price schedule. The termination will become effective when you shut off my LP Gas supply and you agree to do this within fifteen (15) days after receiving my notice of termination. If I do not terminate the agreement that means I have agreed to your changes.

4. At my request, you may, if you want, provide repair or other service to my appliances and piping. When you supply these services, I agree to pay for them in accordance with both your policy and Paragraph 5. However, you will provide free of charge any repair or service of the equipment you have lent to me found to be faulty or unsafe due to ordinary wear and tear I will pay for repair or service caused by my lack of care or protection.

5. Payment for all goods and services, including propane gas or other petroleum products provided by you to me will be due when you present me with an invoice. I will pay this invoice to your collection office designated on the invoice. If I do not pay the full amount of the New Balance by the PAYMENT DUE DATE (as written on the invoice) I will pay an additional charge on the portion of the New Balance which is not paid by the PAYMENT DUE DATE. The amount of the additional charge is not considered interest charged on a loan as we are not extending you a loan but such additional charge is intended to reasonably compensate us for the costs incurred when invoices are not timely paid by the PAYMENT DUE DATE. Subject to such limitations as may apply under applicable law, such additional charge shall be computed by applying a periodic rate of 1.5% per month on all amounts which are not paid by the PAYMENT DUE DATE corresponding to an ANNUAL PERCENTAGE RATE OF 18%. If the New Balance (as indicated on a bill) is paid by the PAYMENT DUE DATE as shown thereon, there will be no additional charge on that New Balance. Additional charges not in excess of those permitted by law will be charged on outstanding balances from month to month subject to limits imposed by applicable law. The rate for such additional charge in as set forth above and may be subject to change if permitted by law. Questions and inquiries on billing errors may be sent to address on the invoice. You may send inquiries to PepUp, P.O. Box 465, Federalsburg, Maryland 21632. I may pay what I owe you including additional charges resulting from a failure to timely pay my invoice by the PAYMENT DUE DATE in full at any time without additional penalty.

6. In addition to the charges in Paragraphs 4, 5 and 6, I agree to pay for any licenses, permits or inspection fees, taxes or other charges which are imposed by a governmental authority in connection with this contract. However, I may return any unused propane gas I own for a refund. You will credit my account at your current pricing less your existing charges in my geographic area for taking back propane gas. PepUp will not buy back any product except propane gas.

7. This agreement will continue for one year from the date it is signed and after one year shall continue from year to year except that it may be terminated as follow:

a. By either party with at least sixty (60) days prior written notice to the other party before the expiration date of any given contract year.

b. By written notice by either party when the other party has failed to live up to any of the terms of the agreement.

c. By written notice by me in the event that my occupancy or interest in the location where the installation exists is changed.

d. By you as specified in Paragraph 4 of the agreement

If this agreement ends pursuant to Paragraph 8(b), the party ending the agreement will be entitled to collect from the other party in addition to all unpaid due amounts and any other remedies allowed in this contract, liquidated damages of $2.00 or the amount of the minimum usage remaining from the date of the agreement ends until the next anniversary date of this agreement. I further agree that if I default and you sue me, that I will pay reasonable attorneys’ fees and court costs if you win. When this agreement ends you will apply my security deposit, if any, as follows: first to any amount I owe you in accordance with this agreement or any other agreement between you and me, second, to any applicable liquidated damages or minimum usage requirement, finally you will refund to me the remainder of my security deposit.

8. Except as required by the Federal Truth in Lending Act or other applicable law, you may entirely at your discretion and option shut off my supply of LP Gas or refuse to deliver any more LP Gas or other petroleum products to me without terminating this agreement or my obligation under this agreement(s) for the following reasons:

a. Failure by me to pay by the payment due date.

b. Failure by me to adhere to any of the terms of this agreement

c. If I move or no longer have an interest in the premises where this installation is located (except as you authorize) or

d. Whenever in your opinion any equipment at the installation is not satisfactory for the safe and efficient storage and use of LP Gas or other petroleum products.

9. Delay on the part of us in exercising our rights under this agreement will not prevent us from exercising our rights later and if either of us breaches this agreement, it shall not be taken as a waiver of any future breach.

10. You will not be liable under any circumstances for any loss which I have because of running out of LP Gas, or other petroleum products. You will not be liable for any injuries to people, damaged property, loss of LP Gas, or other petroleum products which is due to the transportation, storage or use of LP Gas, or other petroleum products, or the use, operation, removal, maintenance or repair of any LP Gas or other petroleum product equipment or appliance. The only exception in this will be injuries, damage or loss, which are due directly to negligence by you, your employees or authorized representatives.

11. Your obligation to perform under this agreement is subject to strikes, floods, fires, wars (whether declared or not) accidents, delays, embargoes contingencies of any governmental authority, inability to obtain sufficient or suitable raw materials or supplies or any other causes.

12. This agreement will be binding on you and me as well as our heirs, legal representatives, and any person to which either one of us assigns this agreement. I agree that I will not assign this agreement without your written consent.

13. You may perform your duties and obligations under this contract whether directly through your own employees or through an authorized representative. I understand that neither your Sales & Service Center Manager nor any other local employee or authorized representative has any authority to make or promise any changes to this agreement.

14. The pump out fee for oil tanks is $125.00 per hour plus additional $.50 per gallons for transfer fee. If a propane tank is removed due to customer switching suppliers, a removal fee will apply.

The Federal Truth-in-Lending Act requires prompt correction of invoicing mistakes

1. If you want to preserve your rights under the Act, here’s what to do if you think your invoice is wrong or if you need more information about an item on your invoice.

a. Do not write on the invoice. On a separate sheet of paper write (you may telephone your inquiry but doing so will not preserve your rights under this law) the following:

i. Your name and account number (if any)

ii. A description of the error and an explanation (to the extent you can explain) why you believe it is an error. If you only need more information, explain the item you are not sure about and, if you wish ask for evidence of the charge such as a copy of the charge slip. Do not send in your copy of a sales slip or other documents unless you have a duplicate copy for your records.

iii. The dollar amount of the suspected error

iv. Any other information (such as your address) which you think will help us identify you or the reason for your complaint or inquiry.

b. Send your invoicing error notice to the address you your invoice which is listed as PepUp, P.O. Box 465, Federalsburg, Maryland 21632. Mail it as soon as you can, but in any case, early enough to reach us within 6- days after the invoice was mailed to you.

2. We must acknowledge all letters pointing out possible errors within 30 days of receipt, unless we are able to correct your invoice during those 30 days. Within 90 days after receiving your letter, we must either correct the error or explain why we believe the invoice was correct. Once we have explained the invoice, we have no further obligation to you even though you still believe that there is an error. Except as provided in paragraph 5 below.

3. After we have been notified, neither we or an attorney nor a collection agency may send you collection letters or take other collection action with respect to the amount in dispute. But periodic statements may be sent to you and the disputed amount can be applied against your credit limit. You cannot be threatened with damage to your credit bureaus or to other creditors as delinquent until we have answered your inquiry. However, you remain obligated to pay the parts of your invoice not in dispute.

4. If it is determined that we have made a mistake on your invoice, you will not have to pay any finance charges on any disputed amount. Unless you have agreed that your invoice was correct, we must send you a written notification of what you woe and if it is determined that we did make a mistake in invoicing the disputed amount, you must be given time to pay which you are normally given to pay undisputed amounts before any more finance charges or late payment charges on the disputed amount can be charged to you.

5. If our explanation does not satisfy you and you notify us in writing within 10 days after you receive our explanation that you still refuse to pay the disputed amount, we may report you to credit bureaus and other creditors and may pursue regular collection procedures. But we must also report that you think you do not owe the money and we must let you know to whom such reports were made. Once the matter has been settled between you and us, we must notify those to whom we reported you as delinquent of the subsequent resolution.

6. If we do not follow these rules, we are not allowed to collect the first $50 of the disputed amount and finance charges, even if the invoice turns out to be correct. If you have a problem with property or services purchased with a credit card you may have the right not to pay the remaining amount on them, if you first try in good faith to return them or give the merchant a chance to correct the problem. There are two limitations on this right. you must have bought them in your home state or not within your home stated but within 100 miles of you current mailing address, and the purchase price must have been more than $50.However, these limitations do not apply if the merchant is owned or operated by the creditor, or if the creditor mailed you the advertisement for the property or services.

In this contract the words I, ME & MY, refer to the customer signing the contract. The words YOU and YOUR, refer to PepUp.

1. You will sell to me and I will purchase from you all liquefied petroleum gas (LP Gas) required by me to use at the installation address during the time of this contract. I understand that all my current requirements for LP Gas are to continue during the time of this contract as well as all additional requirements I may have subject to your approval in return for you agreeing to supply me with my needs. I agree to pay you a minimum amount if I do not purchase LP Gas equal to or exceeding the then applicable Minimum Usage Requirement, if any, you will deliver the LP Gas to the tank(s) at my installation address. If I ever request delivery of less LP Gas than is required to fill the installed tank(s) to full capacity you will have the right to charge me extra for such delivery.

2. You will determine the proper standard installation to provide the TYPE OF SERVICE I require. When I pay you the prevailing fee (non-refundable) for the standard installation you have selected you will lend to me and install all the equipment needed to control and supply my current LP Gas requirements. You may adjust the kind of equipment if my requirements change. This equipment is your property and shall remain yours. I agree to use due care to protect your equipment at all times and shall promptly give it back to you in as good condition as the day you lent it to me (ordinary wear and tear accepted) when this agreement is over. I also will pay you for all labor materials and piping which exceeds those allowed in your standard installation fee. You may refuse to deliver LP Gas into the equipment on my premises whenever you feel that the equipment is not satisfactory for the safe and efficient storage or us of LP Gas. You will have access at all times to the equipment in order to inspect, service, change or remove all or part of the equipment. I agree that no connections or disconnections to the equipment will be made except by your employees or your authorized representative.

3. The schedule of LP Gas prices and minimum usage requirements which I agree to pay shall be the ones in effect for my TYPE OF SERVICE In my location at the time I receive the LP Gas. A copy of the current schedule of prices is on file in your office and I may see it if I wish. You have the right at any time to revise the price schedule without prior notice and to invoice me accordingly if the revision would cost me more money then I may terminate this agreement by written notice to you within fifteen (15) days after I receive the first invoice constructed from the new price schedule. The termination will become effective when you shut off my LP Gas supply and you agree to do this within fifteen (15) days after receiving my notice of termination. If I do not terminate the agreement that means I have agreed to your changes.

4. At my request, you may, if you want, provide repair or other service to my appliances and piping. When you supply these services, I agree to pay for them in accordance with both your policy and Paragraph 5. However, you will provide, free of charge any repair or service of the equipment you have lent to me found to be faulty or unsafe due to ordinary wear and tear. I will pay for repair or service caused by my lack of care or protection.

5. Payment for all goods and services, including propane as or other petroleum products provided by you to me will be due when you present me with an invoice. I will pay this invoice to your collection office designated on the invoice. If I do not pay the full amount of the New Balance by the PAYMENT MAILING DATE (as written on the invoice) I will pay an additional late fee on the portion of the New Balance which is not paid by the PAYMENT MAILING DATE. The amount of the late fee(s) will except as otherwise noted below, be computed by applying a periodic rate of 1.5% per month on all amounts which are not paid by the PAYMENT MAILING DATE corresponding to an ANNUAL PERCENTAGE RATE OF 18%.

The following exceptions to the ANNUAL PERCENTAGE RATE charge will apply if I reside in any of the following states: Delaware 18% (monthly periodic rate of 1.5%) on first $1,000, 12% (monthly periodic rate of 1%) on additional balance. The ANNUAL PERCENTAGE RATE in Maryland will be 18%.

If the New Balance (as indicated on my invoice) is paid by the PAYMENT MAILING DATE as shown thereon, there will be no late fee on that New Balance. In addition to the late fee, if you are a resident of Delaware, Delaware law allows you to collect from me a delinquency charge on each payment in default for a period of less than ten (10) days in an amount not in excess of five (5%) percent of such installments or $5, whichever is less. Only one such delinquency charge may be collected on any such installment regardless of the period during which it remains in default. Service charges not in excess of those permitted by law will be charged on outstanding balances from month to month. Service charge rates are set forth above and may be subject to change if permitted by law. For Delaware residents, you hereby establish a retail installment account for me upon the terms set forth herein. Questions and inquiries on invoice errors may be sent to the address on my invoice which is listed under the words, send inquiries to PepUp office. I may pay what I owe you including late fees, in full at any time without additional penalty.

6. In addition to the charges in Paragraph 4, 5, and 6, I agree to pay for any licenses, permits or inspection fees, taxes or other charges which are impose by a governmental authority in connection with this contract. However, I may return any unused propane gas I own for a refund. You will credit my account at your current pricing less your existing charges in my geographic area for taking back propane gas. PepUp will not buy back any product except propane gas.

7. This agreement will continue for one year from the date it is signed and after one year shall continue from year to year except that it may be terminated as follows:

a. By either party with at least sixty (60) days prior written notice to the other party before the expiration date of any given contract year.

b. By written notice by either party when the other party has failed to live up to any of the terms of this agreement.

c. By written notice by me in the event that my occupancy or interest in the location where the installation exists changed

d. By you as specified in Paragraph 4 of this agreement.

If this agreement ends pursuant to Paragraph 8(b), the party ending the agreement will be entitled to collect from the other party in addition to all unpaid due amounts and any other remedies allowed in this contract, liquidated damages of $2.00 or the amount of the minimum usage requirement applicable to TYPE OF SERVICE at the time the agreement ends for each month remaining from the date the agreement ends until the next anniversary date of this agreement. When this agreement ends you will apply my security deposit, if any, as follows: First to any amounts I owe you in accordance with this agreement between you and me, second, to any applicable liquidated damages or minimum usage requirement, finally you will refund to me the remainder of my security deposit.

8. I further agree that if I default and you sue me, that I will pay you reasonable attorney fees and court costs. I agree that jurisdiction and venue for any such action shall be the courts of Maryland with venue deemed proper in Caroline County, MD. As security for the payment and performance of any obligation to you hereunder, I grant you a security interest in all products acquired by me from you wherever located together with all proceeds thereof (collectively, the “Collateral”). In order to perfect the security interest herein granted, I authorize you to file such financing statements and continuation statements as may be necessary to perfect such security interests. In the event that I fail to satisfy my obligations hereunder, I agree to make Collateral available to you and you shall have all the rights of a secured party under Title Nine of the Commercial Law Article of the Annotated Code of Maryland. If I or any Guarantor fails to meet my or their obligations hereunder, I and any Guarantor hereby authorize and empower any attorney designated by you to appear for us in any court of record in any one or more proceedings or before any clerk thereof and confess judgement against me or any Guarantor for and in the amount of any sums owing, with late fees accrued thereon, together with the cost of suit and 15% of the amount of the unpaid credit balance as attorneys’ fees. Except as required by applicable law, you may entirely at your discretion and option shut off my supply of LP Gas or refuse to deliver any more LP Gas or other petroleum products to me without terminating this agreement or my obligation under this agreement (including my obligation to pay for the minimum requirements) for any of the following reasons:

a. Failure by me to pay what I owe for more than thirty (30) days.

b. Failure by me to adhere to any of the terms of this agreement.

c. If I move or no longer have an interest in the premises where this installation is located (except as your authorize) or

d. Whenever in your opinion any equipment at the installation is not satisfactory for the safe and efficient storage and use of LP Gas or other petroleum products.

9. Delay on the part of either of us in exercising our rights under this agreement will not prevent us from exercising those rights at a later time and if either of us breaches this agreement, it shall not be taken as a waiver of any future breach.

10. You will not be liable under any circumstances for any loss which I have as a result of running out of LP Gas or other petroleum products. You will not be liable for any injuries to people, damaged property, loss of LP Gas , or other petroleum product which is due to the transportation, storage or use of LP Gas, or other petroleum products, or the use, operation, removal maintenance or repair of any LP Gas or other petroleum product equipment or appliance. The only exception to this will be injuries, damage or loss, which are due directly to negligence by you, your employees or authorized representatives.

11. Your obligation to perform under this agreement is subject to strikes, floods, fires, wars (whether declared or not) accidents, delays, embargoes, contingencies of transportation government orders or regulations, compliance with results of recommendations of any governmental authority, inability to obtain sufficient or suitable raw materials or supplies or any other causes. This agreement will be binding on both you and me as well as our heirs, legal representative and any persons to which either one of us assigns this agreement. I agree that I will not assign this agreement without your written consent. You may perform your duties and obligations under this contract whether directly through your own employees or through an authorized representative. I understand that neither your Sales & Service Center Manager nor any other local employee or authorized representative has any authority to make or promise any changes to this agreement.

12. The pump out fee for oil tanks is $125.00 per hour plus additional $.50 per gallon for transfer fee. If a propane tank is removed due to customer switching suppliers, a removal fee will apply.

13. PepUp (“The Company”) has invested $__________ worth of labor and/or materials that are in addition to the changes listed on this Supply Agreement. This NON-RECOVERABLE investment shall be amortized on a flat line basis over a prior of 120 months from the effective date of this Agreement. Should the customer cease utilizing The Company as their propane energy supplier for any reason time frame, the customer shall be responsible for reimbursing the company for all remaining un-amortized NON-RECOVERABLE monies invested.

14. The party executing this Agreement for applicant represents that he or she has authority to sign this Agreement on behalf of the applicant and this agreement constitutes the binding obligation of applicant. I hereby authorize any representative of The Company, or any credit bureau or other investigative agency employed by The Company to investigate the references herein listed or statements or other data obtained from me or from any other source pertaining to my credit and financial responsibility.

15. For value received and in consideration of the credit which The Company may hereafter extend, the undersigned (“the Guarantors”) hereby jointly severally and unconditionally guarantee payment, when due at your office, of any and all present or future indebtedness, owed to The Company by __________________________ (hereafter called the “debtor”). The undersigned expressly waives notice of the acceptance of guaranty, demand and notice of nonpayment and consents to any extensions of time of payment of any and all the indebtedness hereby guaranteed. This Guaranty shall continue to apply to all sales and advances made by The Company to the debtor, and to all such present and future indebtedness, howsoever arising until the same is revoked as here in provided by the undersigned, said revocation to be effective upon receipt by you of notice in writing to that effect, signed by the undersigned and delivered at the office of PepUp, PO Box 465, Federalsburg, MD 21632, marked for the attention of the Credit Manager, but said revocation shall not affect liability on any indebtedness then existing. Applicant understands and agrees that acceptance of products or services conveys acceptance of The Company credit terms and conditions.

16. I understand that the vehicle used to deliver the fuel is a truck with a gross weight of 32,000 pounds. I understand that it is my responsibility to provide reasonable access to the proximity of the tank that will support the weight of the truck. I understand due to the hazards associated with the transport of flammable liquids, that The Company retains the right to refuse delivery, if the conditions are deemed unsafe by one of your representatives. In the event that I demand a delivery, I understand that any damages to your equipment will be billed to me and I accept full responsibility for said charges.

These Terms & Conditions supersede all previous agreements and representations relating to the sale by PepUp (“The Company”) of petroleum products to Buyer and constitute the final and complete agreement of The Company and Buyer in connection therewith. Any other representation, promise, or condition shall not be binding upon The Company unless set forth in a signed writing.

The Company’s obligation to sell product is expressly conditioned on Buyer (a) returning to Seller a signed copy of these General Terms and Conditions, (b) completing a credit application and providing such credit information or support as Seller may require, and (c) authorizing Seller to present drafts against Buyer’s designated bank accounts for payment of petroleum purchases by executing and delivering a The Company Direct Debit Enrollment Application.

Unless otherwise required by The Company, payment for all purchases are due and payable ten (10) days from the date of invoice; provided, that The Company is authorized to present bank drafts for payment of each purchase on the next business day following delivery. Any amounts not paid when due will accrue interest at the annual percentage rate of 18% from the date due until paid in full.

Buyer shall assume and be responsible for, to the maximum extent permitted by law, any and all federal, state and municipal taxes, excises, charges and other fees now or hereafter imposed by any governmental agency or authority that may be applicable to the sale and/or delivery of petroleum products.

Title to and risk of loss shall transfer from The Company to Buyer at the Delivery Point. The Company warrants that it will have the right to convey and will transfer good and merchantable title to all product sold and delivered by it to Buyer, free and clear of all liens, encumbrances, and claims.

Buyer shall protect, indemnify, save harmless, and (at The Company’s option) defend The Company and its shareholders, directors, officers, employees, agents, and affiliates from any and all claims, demands, expenses (including attorney’s fees), costs, losses, damages, fines, and causes of action of any person or persons arising from, caused by, or resulting from in whole or in part the products sold hereunder occurring after the risk of loss passes to Buyer.

The Company warrants that the products sold to Buyer under this agreement meet the specifications for those products at the time of delivery. This warranty is in lieu of all other warranties, expressed or implied, including, but not limited to, merchantability, fitness, or suitability for any particular purpose. In the event of a nonconformity, the correction of the nonconformity, the refund of the price for product returned or not yet delivered, the replacement of the product, or a commercially reasonable allowance against the price, at The Company’s option, constitutes fulfillment of all liabilities of seller whether the liabilities are based on contract, and negligence or otherwise. The Company shall not be liable for special, consequential or incidental damages.

Buyer shall at The Company’s request deliver such financial statements and related information as The Company may reasonably request to confirm and validate Buyer’s creditworthiness. If the financial responsibility of the Buyer should at any time become impaired (including but not limited to insolvency, bankruptcy or receivership proceedings), unsatisfactory or unacceptable as determined by The Company in its sole discretion, or if sales would or could exceed then approved credit lines, then The Company shall have the right to demand additional collateral security or advance cash payment.

If the mark-to-market exposure of forward, fixed price sales to Buyer exceeds margin deposit held by The Company, then Buyer may be required to post additional margin within (1) business day following the request in the amount of the margin call by wire transfer of funds.

To secure its obligations under this Agreement, Buyer hereby grants to The Company a present and continuing first priority security interest in, and lien on (and right of setoff against), and assignment of, all cash collateral and cash equivalent collateral and any proceeds resulting there from, whether now or hereafter held by, on behalf of, or for the benefit of, The Company, and Buyer agree to take such action as The Company may reasonably require to perfect The Company’s security interest in such collateral. Any time after the occurrence of an event of default by Buyer, The Company may exercise any of the rights and remedies of a secured party with respect to any collateral subject to a security interest.

The occurrence of any of the following shall constitute Buyer’s default: (a) the failure to pay The Company any payment now due and payable within three (3) days of a written demand; (b) any representation or warranty made by Buyer to The Company is false or misleading in any material respects ; (c) the failure to perform any material covenant or obligation owed to The Company; (d) the bankruptcy or insolvency of Buyer; (e) the failure of Buyer to satisfy the credit and security requirements of The Company; (f) a consolidation or amalgamation of Buyer with, or merger with or into, or transfer of substantially all of its assets to, another entity which fails or refuses to assume in writing all the obligations of Buyer, unless assumption is otherwise deemed automatic by operation of law; or (g) Buyer’s Guarantor shall default with respect to any credit support obligation owed The Company.

Upon a Buyer default, The Company may declare the Buyer to be in material breach of its obligations, foreclose against any collateral security in its possession or for which it holds a security interest, suspend deliveries, demand that Buyer post performance assurances, and seek such other relief to which The Company may be entitled at law or equity.

This agreement shall be governed by and construed in accordance with the laws of the State of Maryland without reference to conflict of law rules. In the event a lawsuit or court action arises between the parties hereunder, the party who shall ultimately prevail in any such matter shall be entitled to recover its costs including reasonable attorney’s fees. Neither party may assign this agreement or any rights hereunder without the written consent of the other party. No waiver by The Company of any breach by Buyer of any obligation owed to The Company shall be construed as a waiver of any other breach of the same or different kind.