Common use of CUSTOMER TERMINATION RIGHTS Clause in Contracts

CUSTOMER TERMINATION RIGHTS. Not Used. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider where: Not used; the representation and warranty given by the Service Provider pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service Provider’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a) and 36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.4.2 (Services), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 34.3.9 (Confidentiality), 50.6.2 (Prevention of Fraud and Bribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Service Provider commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; the Service Provider commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider which: adversely impacts on the Service Provider's ability to supply the Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers ability to supply the Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider where an Insolvency Event affecting the Service Provider occurs. Termination on Change of Control The Service Provider shall notify the Customer immediately in writing and as soon as the Service Provider is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider shall ensure that any notification made pursuant to Clause 41.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 to the Service Provider within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4 (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service ProviderSupplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a) and 36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.4.2 (Services), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 34.3.9 (Confidentiality), 50.6.2 (Prevention of Fraud and BriberyXxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Service Provider Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service ProviderSupplier's ability to supply the Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers Suppliers ability to supply the Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4. (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service ProviderSupplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a36.(a) and 36.2.1(b36.(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.4.2 (Services), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 24. (Promoting Tax Compliance), 34.3.9 (Confidentiality), 50.6.2 (Prevention of Fraud and BriberyXxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Service Provider Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service ProviderSupplier's ability to supply the Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers Suppliers ability to supply the Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4 (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service ProviderSupplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a) and 36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.4.2 (Services), 9.4.2 and 9.6.1 (Goods), 10.3 (Installation Works), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 34.3.9 (Confidentiality), 50.6.2 (Prevention of Fraud and BriberyXxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Service Provider Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service ProviderSupplier's ability to supply the Goods and/or Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers Suppliers ability to supply the Goods and/or Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4. (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service ProviderSupplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a36.(a) and 36.2.1(b36.(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.4.2 (Services), 9.4.2 and 9.6.1 (Goods), 10.3 (Installation Works), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 24. (Promoting Tax Compliance), 34.3.9 (Confidentiality), 50.6.2 (Prevention of Fraud and Bribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Service Provider Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service ProviderSupplier's ability to supply the Goods and/or Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers Suppliers ability to supply the Goods and/or Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4 (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not used; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service ProviderSupplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a) and 36.2.1(bClause 37.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Project Plan), 8.4.2 (Services), 16.4 17.4 (Disruption), 21.5 22.5 (Records, Audit Access and Open Book Data), 24 25 (Promoting Tax Compliance), 34.3.9 35.3.9 (Confidentiality), 50.6.2 51.6.2 (Prevention of Fraud and Bribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Service Provider Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 36.3 (Publicity and Branding). For the purpose of Clause 41.2.142.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service ProviderSupplier's ability to supply the Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers Suppliers ability to supply the Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 42.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 42.5 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 9. (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 9.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 8.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service ProviderSupplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a41.(a) and 36.2.1(b41.(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 11.1.7 (Implementation Plan), 8.4.2 13.1.6 (Services), 16.4 19.1 (Critical Service Level Failure), 21.4 (Disruption), 21.5 26.5 (Records, Audit Access and Open Book Data), 24 29. (Promoting Tax Compliance), 34.3.9 39.1.21 (Confidentiality), 50.6.2 55.6.2 (Prevention of Fraud and Bribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer)Xxxxxxx; the Service Provider Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.146.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service ProviderSupplier's ability to supply the Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers Suppliers ability to supply the Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 46.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 46.5 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4 (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service ProviderSupplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a49.2.1(a) and 36.2.1(b49.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 6.1.8 (Implementation Plan), 8.4.2 10.1.9 (Services), 16.4 12.3.2 and 12.5.1 (Goods), 13.3 (Installation Works), 17.1 (Critical Service Level Failure), 19.4 (Disruption), 21.5 24.5 (Records, Audit Access and Open Book Data), 24 29 (Promoting Tax Compliance), 34.3.9 46.1.22 (Confidentiality), 50.6.2 63.6.2 (Prevention of Fraud and BriberyXxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Service Provider Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.154.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service ProviderSupplier's ability to supply the Goods and/or Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers Suppliers ability to supply the Goods and/or Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 54.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 54.5 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not Used‌ Termination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4 (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Xxxxxx 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service ProviderSupplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a) and 36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.4.2 (Services), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 34.3.9 (Confidentiality), 50.6.2 (Prevention of Fraud and Bribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Service Provider commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; the Service Provider commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider which: adversely impacts on the Service Provider's ability to supply the Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers ability to supply the Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider where an Insolvency Event affecting the Service Provider occurs. Termination on Change of Control The Service Provider shall notify the Customer immediately in writing and as soon as the Service Provider is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider shall ensure that any notification made pursuant to Clause 41.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 to the Service Provider within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).,

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4 (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service ProviderSupplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a47.2.1(a) and 36.2.1(b47.2.1(d) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 6.1.8 (Implementation Plan), 8.4.2 10.1.9 (Services), 16.4 Error: Reference source not found and Error: Reference source not found (Goods), Error: Reference source not found (Installation Works), 16.1 (Critical Service Level Failure), 18.4 (Disruption), 21.5 23.5 (Records, Audit Access and Open Book Data), 24 30 (Promoting Tax Compliance), 34.3.9 45.1.22 (Confidentiality), 50.6.2 61.6.2 (Prevention of Fraud and BriberyXxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Service Provider Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.152.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service ProviderSupplier's ability to supply the Goods and/or Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers Suppliers ability to supply the Goods and/or Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 52.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 52.5 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4 (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service ProviderSupplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a51.2.1(a) and 36.2.1(b51.2.1(d) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 6.1.8 (Implementation Plan), 8.4.2 10.1.9 (Services), 16.4 12.3.2 and 12.5.1 (Goods), 13.3 (Installation Works), 17.1 (Critical Service Level Failure), 19.4 (Disruption), 21.5 24.5 (Records, Audit Access and Open Book Data), 24 31 (Promoting Tax Compliance), 34.3.9 48.1.22 (Confidentiality), 50.6.2 65.6.2 (Prevention of Fraud and BriberyXxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Service Provider Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.156.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service ProviderSupplier's ability to supply the Goods and/or Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers Suppliers ability to supply the Goods and/or Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 56.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 56.5 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4 (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service ProviderSupplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a) and 36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.4.2 (Services), Error: Reference source not found (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 34.3.9 (Confidentiality), 50.6.2 (Prevention of Fraud and BriberyXxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Service Provider Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service ProviderSupplier's ability to supply the Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers Suppliers ability to supply the Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4 (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service ProviderSupplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a) and 36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.4.2 (Services), 9.4.2 and 9.6.1 (Goods), Error: Reference source not found (Installation Works), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 34.3.9 (Confidentiality), 50.6.2 (Prevention of Fraud and BriberyXxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Service Provider Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service ProviderSupplier's ability to supply the Goods and/or Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers Suppliers ability to supply the Goods and/or Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4 (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service ProviderSupplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a45.2.1(a) and 36.2.1(b45.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 6.1.8 (Implementation Plan), 8.4.2 10.1.9 (Goods and/or Services), 16.4 12.3.2 and 12.5.1 (Goods), 13.3 (Installation Works), 17.1 (Critical Service Level Failure), 19.4 (Disruption), 21.5 24.5 (Records, Audit Access and Open Book Data), 24 (Promoting 29.3(Promoting Tax Compliance), 34.3.9 43.2.20 (Confidentiality), 50.6.2 59.6.2 (Prevention of Fraud and Bribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Service Provider Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.150.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service ProviderSupplier's ability to supply the Goods and/or Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers Suppliers ability to supply the Goods and/or Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 50.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract under Clause 50.5 by issuing a Termination Notice under Clause 41.5 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4 (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service Provider’s Suppliers aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a) and 36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.4.2 (Services), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 34.3.9 (Confidentiality), 50.6.2 (Prevention of Fraud and BriberyXxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Service Provider Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service Provider's Supplier’s ability to supply the Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers Supplier’s ability to supply the Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4 (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service ProviderSupplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a39.2.1(a) and 36.2.1(b39.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.4.2 9.4.2 (Services), 16.4 10.4.9 and 10.8.1 (Products) Delivery of the Products by Instalments , 11.3 (Installation Works), 16.1 (Critical Service Level Failure), 18.4 (Disruption), 21.5 23.5 (Records, Audit Access and Open Book Data), 24 26 (Promoting Tax Compliance), 34.3.9 37.3.9 (Confidentiality), 50.6.2 53.6.2 (Prevention of Fraud and Bribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff TransferXxxxxxx); the Service Provider Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.144.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service ProviderSupplier's ability to supply the Products and/or Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers Suppliers ability to supply the Products and/or Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 44.6.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 44.6 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Guarantee Where this Lease Agreement is conditional upon the Supplier procuring a Guarantee pursuant to Clause Error: Reference source not found (Guarantee), the Customer may terminate this Lease Agreement by issuing a Termination Notice to the Supplier where: the Guarantor withdraws the Guarantee for any reason whatsoever; the Guarantor is in breach or anticipatory breach of the Guarantee; an Insolvency Event occurs in respect of the Guarantor; or the Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract Lease Agreement for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service ProviderSupplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a45.2.1(a) and 36.2.1(b45.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract Lease Agreement for material Default, including pursuant to any of the following Clauses: 6.2.3 6.1.8 (Implementation Plan), 8.4.2 10.1.11 (Goods and/or Services), 16.4 12.3.2 and 12.5.1 (Goods), 13.3 (Installation Works), 17.1 (Critical Service Level Failure), 19.4 (Disruption), 21.5 24.5 (Records, Audit Access and Open Book Data), 24 (Promoting 29.3(Promoting Tax Compliance), 34.3.9 43.2.20 (Confidentiality), 50.6.2 59.6.2 (Prevention of Fraud and Bribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Lease Agreement Schedule 10 (Staff Transfer); the Service Provider Supplier commits any material Default of this Call Off Contract Lease Agreement which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.150.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract Lease Agreement by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service ProviderSupplier's ability to supply the Goods and/or Services under this Call Off ContractLease Agreement; or could reasonably be expected to have an adverse impact on the Service Providers Suppliers ability to supply the Goods and/or Services under this Call Off ContractLease Agreement. Termination on Insolvency The Customer may terminate this Call Off Contract Lease Agreement by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 50.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract Lease Agreement under Clause 50.5 by issuing a Termination Notice under Clause 41.5 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract Lease Agreement by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4 (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service ProviderSupplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a39.2.1(a) and 36.2.1(b39.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.4.2 9.4.2 (Services), 16.4 10.4.2 and 10.8.1 (Products) Delivery of the Products by Instalments , 11.3 (Installation Works), 16.1 (Critical Service Level Failure), 18.4 (Disruption), 21.5 23.5 (Records, Audit Access and Open Book Data), 24 26 (Promoting Tax Compliance), 34.3.9 37.3.9 (Confidentiality), 50.6.2 53.6.2 (Prevention of Fraud and Bribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff TransferXxxxxxx); the Service Provider Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.144.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service ProviderSupplier's ability to supply the Products and/or Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers Suppliers ability to supply the Products and/or Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 44.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 44.5 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

CUSTOMER TERMINATION RIGHTS. Not UsedTermination in Relation to Call Off Guarantee Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4 (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where: the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever; the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee; an Insolvency Event occurs in respect of the Call Off Guarantor; or the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider Supplier where: Not usedthe Supplier commits a Critical Service Level Failure; the representation and warranty given by the Service Provider Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service Provider’s Suppliers aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a) and 36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.4.2 (Services), Error: Reference source not found and Error: Reference source not found (Goods), Error: Reference source not found (Installation Works), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 34.3.9 (Confidentiality), 50.6.2 (Prevention of Fraud and BriberyXxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Service Provider Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Service Provider Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider Supplier which: adversely impacts on the Service Provider's Suppliers ability to supply the Services under this Call Off Contract; or could reasonably be expected to have an adverse impact on the Service Providers Suppliers ability to supply the Services under this Call Off Contract. Termination on Insolvency The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier where an Insolvency Event affecting the Service Provider Supplier occurs. Termination on Change of Control The Service Provider Supplier shall notify the Customer immediately in writing and as soon as the Service Provider Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Service Provider Supplier shall ensure that any notification made pursuant to Clause 41.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Call Off Contract by issuing a Termination Notice under Clause 41.5 to the Service Provider Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).