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any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of all or substantially all of Franchisee's property; or c) By an order or decree of a court to be adjudicated bankrupt; or d) Have an order or decree of a court entered approving a petition filed by any of Franchisee's creditors seeking a reorganization or readjustment of Franchisee's indebtedness under the Federal Bankruptcy laws or any law or statute of the United States or any state thereof, provided however, that if any such judgment or order is vacated within sixty (60) Days after the entry thereof, any notice of cancellation shall be and become null, void, and of no effect. 10.2 Administrative Charges 10.2.1 The SWDD Managing Director shall notify Contractor in writing by the tenth (10) Day of the month of the County's intent to deduct any Administrative Charges, as set forth in Article 10.2.3, including the basis for each Administrative Charge, from payments due or to become due to Contractor for service provided under this Agreement. Notwithstanding the foregoing, however, or anything in this Section 10.2 or this Agreement or otherwise, no Administrative Charges shall be applicable or assessed, and no deductions shall be made from payments due or to become due to Contractor, during the period of time beginning on the Commencement Date and ending on the date that is one hundred eighty (180) days after the Commencement Date (the "Administrative Charges Exclusion Period"); for the avoidance of doubt, no Administrative Charges shall be applicable or assessed, and no deductions shall be made from payments due or to become due to Contractor, at any time if the basis for such Administrative Charge is an occurrence (including, without limitation, as set forth in Section 10.2.3) that took place during the Administrative Charges Exclusion Period. However, any Contractor violation of federal, state, or local authority and any resulting fines by these agencies shall continue to be applicable during the Administrative Charge Exclusion Period. 10.2.2 In the event Contractor wishes to contest such monthly assessment, Contractor must do so within ten (10) Days of issuance of each assessment notification by requesting, in writing, a meeting with the SWDD Managing Director to resolve the issue. Following such a meeting, the SWDD Managing Director shall notify Contractor in writing of any action taken with respect to Contractor's claims. The Contractor may further appeal, in writing, the decision of the SWDD Managing Director to the County Administrator, who shall conduct a review of all the facts and circumstances and make a determination in writing; if Contractor objects to the County Administrator's determination, Contractor may appeal such determination in writing to the County Commission. Any Administrative Charges in excess of the monthly payment due Contractor shall be carried over and applied to the upcoming month's payment. The County Commission's decision shall be final and conclusive unless determined by a court of competent jurisdiction to be fraudulent, capricious, arbitrary, so grossly erroneous as to necessarily imply bad faith, or not supported by competent evidence. Indian River County Landfill Operating Agreement Final Page 24 of 42