Common use of Default and Termination Clause in Contracts

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) In the event that either Without prejudice to any other of Party’s rights, a Party (First Party) may by notice immediately terminate this Agreement if the “Nonother Party (Breaching Party): commits a material breach of this Agreement and, where such breach is capable of remedy, fails, within 14 days after receipt of written notice, to remedy such breach; or is guilty of any wilful misconduct or wilful neglect in the discharge of its duties under this Agreement; or seeks relief under any bankruptcy or insolvency law or is the subject of liquidation or winding up proceedings, receivership, bankruptcy or similar, other than for the purpose of and followed by a reconstruction, amalgamation or re-defaulting organisation. Upon receipt of a notice of termination the Breaching Party must: stop work as specified in the notice; take all available steps to minimise loss resulting from that termination and to protect the First Party”’s Confidential Information; return to the First Party or destroy, as directed by the First Party, any documents originating from the First Party which embody any First Party Confidential Information and must not keep any copies in any form, with the exception of one copy of same, which may be retained in safe custody (as may be specified by the First Party) determines for insurance and record purposes only; and upon request certify that any documents not returned to the First Party have been destroyed in accordance with clause 11.2(c). Each Party acknowledges that damages may be an insufficient remedy for a breach by that Party of this Agreement in relation to protecting Confidential Information and that the other Party (may be entitled to injunctive or other relief as the “Defaulting Party”) is in breach circumstances may require. Notwithstanding other provisions of any term or condition of this Agreementclause 11, unless the breach is a Substantial Breach, the Non- defaulting Party shall give not be entitled to exercise its rights and remedies upon the Defaulting Party fourteen (14) days from the day of written notification default of the breach for other Party if that default: is caused by an act or event that is beyond the Defaulting Party to remedy the breach reasonable control of that other Party; or if the breach canwas not reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach foreseeable at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as was fully executed. This Agreement may be available or desirable to remedy such default, and all costs of AHS terminated by mutual agreement in that regard shall writing between the Parties. This Agreement may be paid terminated by the Service Provider to AHS a Party on demand90 days written notice. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) A. In the event of drought, fire, depletion of water for livestock, or other condition which, in the sole discretion of Lessor, makes a Substantial Breachcontinuance of this Lease incompatible with Lessor's preservation objectives, Lessor shall provide Lessee with written notice. Within twenty (20) days of the receipt of such notice, Lessee shall make such changes in grazing regime, including, but not limited to, reductions in the number of animals, the Non-defaulting Party shallsize of the area grazed, without limiting any and the time during which an area is grazed, as Lessor directs. Any such changes required by Lessor pursuant to this Paragraph shall result in an appropriate reduction in the rent payable by Lessee during the period such changes remain in effect. X. Xxxxxx shall have the right to immediately terminate this Lease, and to reenter and take possession of the Property, and assert such other rights it may have legal remedies as are available to Lessor in law or equity, have in the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight event that: (48i) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially Lessee defaults in the observation or performance payment of any term or condition of this Agreementthe rent, and fails to remedy such default is not cured within ten (10) days after written notice thereof from Lessor; or (ii) Lessee overgrazes the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS Property; (iii) Lessee uses the Property in that regard shall be paid by a manner otherwise inconsistent with the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement Lease; or otherwise (iv) Lessee shall fail to deny the Parties perform or observe any other remedy at law term hereof to be performed or observed by Lessee; or (v) Lessee shall become insolvent or file or have filed against him a proceeding in equity which bankruptcy, or shall abandon the Parties may have Property, or if this Lease or any estate or interest of Lessee hereunder shall be levied upon under any law in effect at the date hereof attachment or execution which is not vacated within 10 days, or (vi) Lessee fails to remove, pursuant to paragraph 3.C. above, any cattle that may hereinafter encroach onto lands which are not to be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition grazed pursuant to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessLease.

Default and Termination. 17.1 If the Purchaser has fulfilled all of his/its obligations strictly in accordance with the terms of this Agreement including, but not limited to, all instalments of the Purchase Price having been paid to the Seller in accordance with the Payment Schedule as well as any other amounts that are payable under this Agreement or otherwise, and the Seller is unable to achieve a Completion Date within twelve (a12) In months of the event Anticipated Completion Date, as it may be extended pursuant to the provisions of this Agreement and subject always to Force Majeure, the Purchaser’s recourse in respect of such delay shall be dealt with in accordance with the Applicable Laws. 17.2 The Purchaser hereby agrees that either Party (his/its sole recourse against the “Non-defaulting Party”) determines that Seller under Clause 17.1 shall be determined in accordance with the Applicable Laws, and the Purchaser shall have no additional claim against the Seller for any losses, damages, liabilities, compensation, costs, expenses or interest of whatever nature, and the Purchaser hereby releases and discharges the Seller with respect to the same, as well as with respect to any action for specific performance. 17.3 If the Purchaser fails to make payments in accordance with the terms of this Agreement or does not comply with any other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless then the breach is a Substantial Breach, Seller shall provide the Non- defaulting Party shall give the Defaulting Party Purchaser with fourteen (14) days from calendar days’ notice in writing notifying the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable Purchaser to remedy such default, and if the Purchaser fails to comply with such notice, then the Seller shall be entitled, without further notice and without prejudice to any other rights available in law, and without any Court order: (a) to terminate this Agreement and resell the Unit to any third party; (b) to demand payment from the Purchaser, as pre-estimated liquidated damages, an amount equivalent to forty percent (40%) of the Purchase Price or any other amount permitted in accordance with the Applicable Laws, which the Purchaser expressly agrees is a true and reasonable pre-estimate of the damages that shall be suffered by the Seller as a result of the Purchaser’s default; (c) to demand that the Purchaser, notwithstanding the provisions of Clause 17.3(b) above, make good to the Seller any loss arising from the resale of the Unit together with payment of all legal and other expenses incurred by the Seller on termination of the Agreement and resale of the Unit and the costs of AHS in that regard shall any finance required to be paid obtained by the Service Provider Seller in lieu of receipt of the Purchase Price, and all such amounts shall become immediately payable to AHS the Seller and collectable as a debt; and (d) to retain and take into account all payments previously made by the Purchaser on demand.account of the Purchase Price and any other amounts paid pursuant to this Agreement up to date of termination to the extent necessary to meet the Seller’s claim for damages and compensation referred to in Clauses 17.3(b) and 17.3(c) above, it being understood by the Purchaser that if the amounts so DRAFT (e) The rights Purchaser acknowledges and remedies agrees that with signing this Agreement, it consents to the Seller’s entitlement to terminate this Agreement pursuant to this clause 17 in accordance with the meaning of consent and mutual consent as contemplated under Articles 267 and 268 of the Parties as set forth Civil Code without the need to obtain a court order in this Agreement are cumulative and shall in no way be deemed to limit any accordance with Article 271 of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessCivil Code.

Default and Termination. (a) In A. The Department may, subject to the event that either Party (provisions of sub-paragraph C below, by written notice of default to the “Non-defaulting Party”) determines that Grantee, immediately terminate upon such terms as said notice shall set forth, the other Party (the “Defaulting Party”) is in breach of whole or any term or condition part of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification Agreement in any one of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event thatfollowing circumstances: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d1) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and Grantee fails to remedy such default perform the services within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available time specified herein or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand.any extension thereof; or (e2) The rights and remedies of If the Parties as set forth in this Agreement are cumulative and shall in no way be deemed Grantee fails to limit perform any of the other provisions of this Agreement, or so fails to make progress as to endanger its terms, and in either of these two circumstances does not cure such failure within a period of 10 days (or such longer period as the Department may authorize in writing) after receipt of notice from the Department specifying such failure. B. In the event the Department terminates this Agreement or otherwise to deny the Parties any other remedy at law in whole or in equity which part as provided in sub-paragraph A above, the Parties Department may have procure, upon such terms and in such manner as the Project Officer may deem appropriate, services similar to those so terminated and the Grantee shall be liable to the Department for any excess costs for such similar services, provided that the Grantee shall continue the performance of this Agreement to the extent not terminated under the provisions of this Paragraph 27. C. Except with respect to defaults of or sub-grantees, the Grantee shall not be liable for any law excess costs if the failure to perform this Agreement arises out of causes beyond the control and without the fault or negligence of the Grantee. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the Commonwealth of Pennsylvania in effect either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restriction, strikes, freight embargoes, and unusually severe weather; but in every case the failure to perform must be beyond the control and without the fault or negligence of the Grantee. If the failure to perform is caused by the default of a sub-grantee, and if such default arises out of causes beyond the control of both the Grantee and sub-grantee and without the fault or negligence of either of them, the Grantee shall not be liable unless the services to be furnished by the sub-grantee were obtainable from other sources in sufficient time to permit the Grantee to meet the required delivery schedule. D. If this Agreement is terminated as provided in sub-paragraph A above, the Department shall require the Grantee to transfer title and deliver to the Department such partially completed reports or other documentation as the Grantee has produced under this Agreement. Payments for completed reports and other documentation delivered to and accepted by the Department shall be at the date hereof Agreement price. Payment for partially completed reports and other documentation delivered to and accepted by the Department shall be in an amount agreed upon by the Grantee and the Project Officer. Failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of Paragraph 2 of this Appendix entitled "Grant Construction." The Department may withhold from amounts otherwise due the Grantee for such completed or which may hereinafter partially completed reports or other documentation such sum as the Department determines to be enacted necessary to protect it against loss because of outstanding liens or become effective, it being the intent hereof that such claims of former lien holders. E. The rights and remedies of the Parties Department provided in this Paragraph 27 shall supplement or not be exclusive and are in addition to any other rights and remedies provided by law or under this Grant Agreement. F. The Department may cancel this Grant Agreement, in whole or in aid part, at any time for the convenience of the other provisions Commonwealth by giving written notice to the Grantee. Should the Department exercise its rights under this clause, the Department will pay the Grantee for all work done by the Grantee under this Agreement until such time as the Department sets forth in its written notice to Grantee. G. Should the Grantee become insolvent, or if proceedings in bankruptcy shall be instituted by or against the Grantee, the remaining or unexpired portion of this Agreement and may, at the election of any right or remedy at law or in equity which the Parties Department, be terminated. H. In addition, this Agreement may possessbe cancelled by either party upon 30 days advance written notice.

Default and Termination. ‌ (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a);; and (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions Parties shall resolve any such dispute in accordance with the dispute resolution mechanism as set out in Section 9.3 of Schedule H shall apply with respect to the disputethis Agreement. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) In the event that either Without prejudice to any other of Party’s rights, a Party (first Party) may by notice immediately terminate this Agreement if the “Nonother Party (Breaching Party): commits any serious or persistent breach of this Agreement; is guilty of any wilful misconduct or wilful neglect in the discharge of its duties under this Agreement; fails, within 14 days after receipt of written notice, to remedy any default in performance under this Agreement; or seeks relief under any bankruptcy or insolvency law or is the subject of liquidation or winding up proceedings, receivership, bankruptcy or similar, other than for the purpose of and followed by a reconstruction, amalgamation or re-defaulting Party”) determines organisation, or any person on the Research Project for whom the Breaching Party is responsible is convicted of any criminal offence. Upon receipt of a notice of termination the Breaching Party must: stop work as specified in the notice; take all available steps to minimise loss resulting from that termination and to protect first Party Confidential Information; return to the first Party or destroy, as the case may be, any documents originating from the first Party which embody any first Party Confidential Information and must not keep any copies in any form. the Breaching Party shall upon request certify that any documents not returned to the first Party have been destroyed in accordance with clause 9.2(c). Each Party acknowledges that damages may be an insufficient remedy for a breach by that Party of this Agreement in relation to protecting Confidential Information and that the other Party (may be entitled to injunctive or other relief as the “Defaulting Party”) is in breach circumstances may require. Notwithstanding other provisions of any term or condition of this Agreementclause 9, unless the breach is a Substantial Breach, the Non- defaulting Party shall give not be entitled to exercise its rights and remedies upon the Defaulting Party fourteen (14) days from the day of written notification default of the breach other Party if that default: is caused by an act or event that is beyond the reasonable control of that other Party; continues for the Defaulting Party to remedy the breach or if the breach canless than one (1) month; and was not reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach foreseeable at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Partywas fully executed. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute., (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. 13.1 In the event either party: (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of breaches any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably.; or (b) In abuses or misrepresents its status as a supplier and/or seller of the Product to the detriment of the other party, or (c) becomes the subject of any proceeding under the Bankruptcy Act, becomes insolvent or any assignment is made for the benefit of creditors or a trustee is appointed for all or any portion of the party's assets, or (d) fails to comply with the Regulations, then, the non-breaching party, in its sole discretion, may terminate this Agreement with fifteen (15) days written notice to the breaching party. 13.2 Notwithstanding anything to the contrary, in the event thatthe party's breach is for noncompliance with the Regulations, termination shall be effective immediately. 13.3 The failure to terminate the Agreement upon the occurrence of one or more of these events of default by a party shall not constitute a waiver or otherwise affect the right of the non-breaching party to terminate the Agreement as a result of a continuing or subsequent failure or refusal by the breaching party to comply with any such obligations. Failure by the non-breaching party to exercise any of its rights or remedies hereunder or to insist on strict compliance with any of the terms of this Agreement shall not constitute a waiver of any of the terms or conditions of this Agreement with respect to any other subsequent breach nor shall it constitute a waiver by the non-breaching party of its rights at any time thereafter to require strict compliance with the terms of this Agreement. 13.4 Upon termination, OFSC shall pay Supplier any supplier any outstanding Invoices. 13.5 Upon termination, Supplier agrees as follows: (ia) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant Supplier shall immediately pay all sums due and owing to Section 3.3(a)OFSC; (iib) Supplier shall immediately case the breach was not a Substantial Breach at further production and manufacturing of the time such breach occurredProduct; and (iiic) the Defaulting Party disputes the determination Supplier shall cease any further use of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative Marks and shall not thereafter, directly or indirectly hold itself out or represent itself as affiliated in no any way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possesswith OFSC.

Default and Termination. (a) In UTMB may terminate the Contract without cause at any time upon thirty (30) days’ advance written notice to Supplier, in which event Supplier will be entitled to payment of an amount that either Party (will compensate Supplier for any goods accepted or services satisfactorily performed in accordance with the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days Contract from the day of written notification time of the breach last payment date to the termination date; provided, that, Supplier has delivered or performed all such goods or services to UTMB for which payment is made. Notwithstanding any provision in the Defaulting Party Contract to remedy the breach or if the breach cancontrary, UTMB will not reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy pay or reimburse Supplier for any goods delivered, services performed, or expenses incurred by Supplier after the breach, as determined date of the termination notice that could have been avoided or mitigated by the Non-defaulting Party, acting reasonablySupplier. (b) In the event that: (i) of a material failure by a party to the Non-defaulting Party determines that Contract to perform in accordance with the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination terms of the breach made by the Non-defaulting PartyContract (a “default”), the provisions other party may terminate the Contract upon thirty (30) days’ advance written notice of Schedule H shall apply with respect termination setting forth the nature of the material failure; provided, that, the material failure is through no fault of the terminating party. Termination will not be effective if the material failure is fully cured prior to the disputeend of the thirty-day period. (c) In If Supplier fails to cure any default within fifteen (15) days of receiving written notice of the event of a Substantial Breachdefault, UTMB will be entitled (but not obligated) to cure the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, default and will have the right to terminate this Agreement without costoffset against all amounts due to Supplier under the Contract, penalty, or process of law including but not limited to any and all reasonable expenses incurred in connection with a minimum of forty-eight (48) hours prior written notice to the Defaulting PartyUTMB’s curative actions. (d) If Termination will not relieve Supplier from liability for any default or breach under the Service Provider materially defaults in the observation Contract, or performance any other act or omission of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demandSupplier. (e) The rights and remedies If UTMB will make pre-payments to Supplier under the Contract, Supplier will within thirty (30) days of termination of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed Contract reimburse UTMB all fees paid by UTMB to limit any of the other provisions of this Agreement Supplier that were (i) not earned by Supplier prior to termination, or otherwise (ii) for goods or services that UTMB did not receive from Supplier prior to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possesstermination.

Default and Termination. (a) In If either party shall fail to materially perform any of the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term covenants or condition obligations imposed upon it under and by virtue of this Agreement, unless then in such event, the other party may, at its option, terminate the Agreement by proceeding as follows: The party not in material default shall cause a written notice to be served on the party in default, stating specifically the cause for terminating the Agreement and declaring it to be the intention of the party giving the notice to terminate the same; thereupon, the party in material default shall have thirty (30) days after the service of the aforesaid notice in which to cure, remedy and remove said cause or causes, in which case such notice shall be withdrawn and the Agreement shall continue in full force and effect. In case the party in material default does not so cure, remedy and remove the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional said period of time as is reasonably required to remedy thirty (30) days, then the breach, as determined by Agreement shall be deemed terminated from and after the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach expiration of said period. Any termination of this Agreement pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H this Article shall apply with respect not be exclusive and shall be without prejudice to the dispute. (c) In right of the event party not in default to collect any amounts then due it and without waiver of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in remedy (at law or equity, ) to which the party not in default may be entitled for violation of the Agreement. Plains shall have the right authority to terminate this Agreement without cost, penalty, or process dispose of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults Suburban’s propane in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps storage as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any sixth (6th) Business Day following the effective date of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect such termination at the date hereof or which then current market price and to remit to Suburban the proceeds of sale, less 1) expenses of such sale and 2) any fees then owing by Suburban to Plains. Plains may hereinafter be enacted or become effective, it being at its discretion purchase such propane for its own account at the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessthen current market price.

Default and Termination. 9.1 In the event there should occur any material breach in the performance of any covenant or obligation of a party hereunder that has not been remedied within thirty (a30) days after receipt of notice from the non-breaching party specifying such breach, the non-breaching party may, if such breach is continuing, terminate this Agreement upon thirty (30) days' notice to the party in breach; provided however, in the event of a material breach that is not susceptible to cure within such thirty (30) day period, the party in breach shall have such additional time as reasonably necessary as mutually agreed by both parties to complete such cure as long as the party in breach has commenced such cure within such 30 day period and diligently pursues such cure to completion. In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is party in breach of any term or condition of this Agreement, unless the breach is a Substantial Breachhas not remedied its breach, the Non- defaulting Party non-breaching party(ies)shall have the right to seek monetary damages which shall give include any additional incremental costs incurred by the Defaulting Party fourteen (14) days from the day of written notification System as a result of the breach for actions of the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablybreaching party. (b) 9.2 In the event that: (i) the Non-defaulting Party determines that the Defaulting Party MUNICIPALITY is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of Participating Community which contains a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the Host PSAP and exercises its right to terminate this Agreement without costpursuant to the provisions set forth above, penaltyMUNCIPALITY agrees, that notwithstanding the termination, the Host PSAP shall continue to function as a Host PSAP for the System, at COUNTY's option, for a period of up to 365 days from MUNICIPALITY's termination. 9.3 In the event that COUNTY determines that adequate funds are not available, or process of law with a minimum of forty-eight (48) hours prior written notice determines not to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of appropriate adequate funds to continue this Agreement, and fails to remedy such default within the period provided for herein, AHS COUNTY may terminate this Agreement. Termination shall be entitledeffective upon the termination date stated in the written notice provided by COUNTY, but which termination date shall not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at less than 365 days after the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that of such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possesswritten notice.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party Licensor shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, by reason of a material breach by Licensee of its duties and obligations hereunder provided that such material breach shall not have been remedied or process cured within thirty (30) days following receipt by Licensee of law with a minimum of forty-eight (48) hours prior written notice thereof from Licensor, or, if Licensor's complaint of a material breach is such that a remedy or cure cannot reasonably be completed within said thirty (30) day period, then Licensee shall have commenced to cure such material breach within such thirty (30) day period and shall thereafter have diligently and continuously taken all reasonable steps to effect such remedy or cure. Such termination shall be without prejudice to any rights that Licensor may otherwise have against Licensee for damages or otherwise. Notwithstanding any other provision of this Agreement to the Defaulting Party. (d) If contrary, this Agreement shall be deemed to constitute a separate license agreement with respect to each product category of Licensed Goods and this Agreement shall be interpreted in such a manner that the Service Provider materially defaults in the observation or performance of any term or condition termination of this AgreementAgreement with respect to any one product category shall not be deemed a termination of this Agreement with respect to any other product category. In the event of a breach or threatened breach by either party of its obligations under this license, each party acknowledges that the other party may not have any adequate remedy at law and fails may be entitled to remedy seek such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps equitable and injunctive relief as may be available or desirable to remedy restrain the other party from any violation of the provisions hereof. The prevailing party in any such default, and all costs of AHS in that regard proceeding shall be paid by the Service Provider entitled to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of reimbursement from the other provisions party of this Agreement or otherwise to deny the Parties any expenses (including, without limitation, reasonable attorney's fees) incurred in connection with such proceeding. Nothing herein shall be construed as prohibiting either party from pursuing any other remedy at law remedies available for such breach or in equity which threatened breach, including the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies recovery of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessdamages.

Default and Termination. (a) In Any of the event that either Party following events shall be deemed an "Event of Default" under this Lease: (the “Non-defaulting Party”i) determines that the if Tenant fails to make any payment of Rent when due, and such failure continues for five (5) days after written notice from Owner to Tenant; and/or (ii) if Tenant fails to perform any other Party (the “Defaulting Party”) is in breach of any term term, covenant or condition of this AgreementLease on its part to be performed (other than the covenant for the payment of Rent) and Tenant fails to cure such failure within twenty (20) days after written notice thereof has been sent by Owner to Tenant, unless the breach same is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day not capable of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be being cured within such said twenty (20) day period, provided the Defaulting Party proceeds to diligently remedy the default, then such additional period of longer time as is reasonably required to remedy cure same provided Tenant commences curing same within said twenty (20) day period and diligently prosecutes curing until completion and provided further said failure is cured within ninety (90) days; and/or (iii) if Tenant shall file a voluntary petition seeking an order or relief under Title 11 of the breachUnited States Code or similar law of any jurisdiction applicable to Tenant, or Tenant shall be adjudicated a debtor, bankrupt or insolvent, or shall file any petition or answer seeking, consenting to or acquiescing in any order for relief, reorganization, arrangement, composition, adjustment, winding-up, liquidation, dissolution or similar relief with respect to Tenant or its debts under the present or any future bankruptcy act or any other present or future applicable Federal, state or other statute or law, or shall file an answer admitting or failing to deny the material allegations of a petition against it for any such relief or shall generally not, or shall admit in writing its insolvency or its inability to pay its debts as determined they become due, or shall make a general assignment for the benefit of creditors or shall seek or consent or acquiesce in the appointment of any trustee, receiver, examiner, assignee, sequestrator, custodian or liquidator or similar official of Tenant or of all or any part of Tenant's property or if Tenant shall take any action in furtherance of or authorizing any of the foregoing; and/or (iv) if any case, proceeding or other action shall be commenced or instituted against Tenant, seeking to adjudicate Tenant a bankrupt or insolvent, or seeking an order for relief against Tenant as debtor, or reorganization, arrangement, composition, adjustment, winding-up, liquidation, dissolution or similar relief with respect to Tenant or its debts under the present or any future bankruptcy act or any other present or future applicable Federal, state or other statute or law, or seeking appointment of any trustee, receiver, examiner, assignee, sequestrator, custodian or liquidator or similar official of Tenant or of all or part of Tenant's property, which either (A) results in the entry of an order for relief, adjudication of bankruptcy or insolvency or such an appointment or the issuance or entry of any other order having similar effect or (B) remains undismissed for a period of sixty (60) days; or if any case, proceeding or other action shall be commenced or instituted against Tenant seeking issuance of a warrant of execution, attachment restraint or similar process against Tenant or any of Tenant's property which results in the taking or occupancy of the Premises or an attempt to take or occupy the Premises which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days after the entry thereof; and/or (v) If Tenant vacates the Premises and permits them to remain vacant for a period of ninety (90) days and such default is not corrected or cured within thirty (30) days after written notice thereof has been sent by the Non-defaulting Party, acting reasonablyOwner to Tenant. (b) In Upon the event that: occurrence of any one or more Events of Default, Owner may serve a written three (i3) day notice of cancellation of this Lease upon Tenant, and upon the Non-defaulting Party determines that expiration of said three (3) day period, this Lease and the Defaulting Party is in breach pursuant term hereunder shall end and expire as fully and completely as if the expiration of said three (3) day period were the day herein definitely fixed for the end and expiration of this Lease and the Term and Tenant shall then quit and surrender the Premises to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting PartyOwner, the provisions of Schedule H but Tenant shall apply with respect to the disputeremain liable as hereinafter provided. (c) In If the event notice provided for under Section 24(b), above, shall be given, and the Term shall expire as aforesaid, then and in any such event, Owner may, without notice, re­enter the Premises either by force or otherwise and dispossess Tenant by summary proceeding or otherwise, and may remove all persons, fixtures and chattels therefrom and Owner shall not be liable for any damages resulting therefrom and Tenant hereby waives the service of notice of intention to re-enter or commence legal proceeding to that end. Such re-entry and repossession shall not work a forfeiture of the Rent to be paid and the covenants to be performed by Tenant during the full Term of this Lease. Upon such repossession of the Premises, Owner shall be entitled to recover, as liquidated damages and not as a penalty, a sum of money equal to the present value of the Rent provided herein to be paid by Tenant to Owner for the remainder of the Term, less the present value of the fair rental value of the Premises for said period, such present value to be computed in each case on the basis of a Substantial Breachfive (5%) percent per annum discount. Upon the happening of any one or more of the Events of Default, Owner may repossess the Non-defaulting Party shallPremises by detainer suit or other lawful means, without limiting demand or notice of any other rights it kind to Tenant (except as hereinabove expressly provided for) and without terminating this Lease, in which event Owner may have in law relet all or equity, have any part of the Premises for such rent and upon such terms as shall be satisfactory to Owner (including the right to terminate this Agreement without costrelet the Premises for a term greater or lesser than that remaining under the Term, and the right to relet the Premises as part of a larger area, and the right to change the character or use made of the Premises). For the purpose of such reletting, Owner may decorate or make any repairs, changes, alterations or additions in or to the Premises that may be necessary or convenient. If Owner does not relet the Premises, Tenant shall pay to Owner on demand, as liquidated damages and not as a penalty, or process of law with a minimum of forty-eight (48) hours prior written notice sum equal to the Defaulting Partyamount of Rent herein to be paid by Tenant for the remainder of the Term. If the Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such decorations, repairs, changes, alterations, or additions the expenses of therefrom (including but not by way of limitation, reasonable attorney's fees and brokers' commissions), to pay the remainder of the Rent to be paid by Tenant over the Lease term, Tenant shall pay to Owner on demand any deficiency. Owner shall in not way be responsible or liable for any failure to relet the Premises, or any part thereof, or for any failure to collect any rent due upon such reletting. Owner shall not in any event be required to pay Tenant (but shall credit Tenant, to the extent set forth herein with) any sums received by Owner on a reletting of the Premises, or any part thereof, whether or not in excess of the Rent reserved in this Lease. (d) If Notwithstanding any contrary provision contained herein, if there shall be an Event of Default at any time or from time to time, Owner may, in lieu of giving a notice under Section 24(b), above, at any time after the Service Provider materially defaults in the observation or performance occurrence of any term or condition such Event of this AgreementDefault and during the continuance thereof, institute an action for the recovery of the Fixed Rent and/or Additional Rent in respect of which an Event of Default shall have occurred and fails to remedy be continuing. Neither the commencement of any such default within action for the period provided for herein, AHS recovery of Fixed Rent and/or Additional Rent nor the prosecution thereof shall be entitleddeemed a waiver of Owner's right to give a notice under Section 24(b), but not obligatedabove, to take in respect of any such steps as may be available or desirable to remedy such default, and all costs Event of AHS in that regard shall be paid by the Service Provider to AHS on demandDefault. (e) The Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Owner from time to time at its election, and nothing contained herein shall be deemed to require Owner to postpone suit until the date when the Term would have expired or limit or preclude recovery by Owner against Tenant of any sums or damages which, in addition to the damages particularly provided above, Owner may lawfully be entitled by reason of any default hereunder on the part of Tenant. All remedies hereinbefore given to Owner and all rights and remedies of the Parties as set forth given to it at law and in this Agreement are equity shall be cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessconcurrent.

Default and Termination. 10.1 This Agreement will terminate on the date set out in Item 9 of Schedule 1 (if specified). 10.2 Either party may by written notice to the other terminate this Agreement immediately if: (a) In the event that either Party (licence to use the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) Software is in breach of terminated for any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably.reason; (b) the other party breaches any of its obligations under this Agreement and fails to remedy such breach within fourteen Working Days after notice from the non-defaulting party specifying the breach and requiring it to be remedied; (c) the other party goes into liquidation or has a receiver, administrator or statutory manager appointed to it or with respect to any of its assets; or (d) the other party becomes insolvent, or makes any arrangement with creditors. 10.3 Following expiry of the Initial Term, either party may terminate this Agreement by not less than one month’s notice in writing to the other party. 10.4 In the event thatof termination: (a) The CLIENT: (i) must immediately make payment to ENIGMA of Support Charges for all Software Support performed up to and including the Non-defaulting Party determines that date of termination or expiry and for all other Support Charges and amounts payable by the Defaulting Party is CLIENT to ENIGMA in breach pursuant connection with periods up to Section 3.3(a)and including the date of termination or expiry; (ii) will not be entitled to a refund of any Support Charges for unused Software Support except in the case of termination by the CLIENT under clause 10.2(b) by reason of ENIGMA being in breach was not a Substantial Breach at of its obligations under this Agreement; (iii) must deliver to ENIGMA all copies of the time such breach occurreddocumentation relating to the Software Support in whatever form possessed by the CLIENT; and (iiib) the Defaulting Party disputes the determination Each party shall cease to use all Confidential Information of the breach made by the Non-defaulting Partyother party, the provisions of Schedule H shall apply with respect return to the disputeother party all such Confidential Information and other property of the other party in its possession or under its control, and shall delete all such Confidential Information from any computer system in its possession or under its control. (c) 10.5 In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have no termination date being specified in law or equity, have the right to terminate this Agreement without cost, penaltyItem 9 of Schedule 1, or process ‘Open Term’ being specified, an ‘open term’ will apply. This agreement will take the form of law with a minimum of forty-eight (48) hours prior monthly rolling agreement which can be terminated by either party providing one month’s written notice to the Defaulting Partynotice. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. 11.1 In the event either party: (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of breaches any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach Agreement that cannot reasonably be cured within fifteen (15) days following receipt of notice of such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably.; or (b) In abuses or misrepresents its status as a supplier and/or seller of any Product to the event thatdetriment of the other party, or (c) becomes the subject of any proceeding under the Bankruptcy Act, becomes insolvent or any assignment is made for the benefit of creditors or a trustee is appointed for all or any portion of the party's assets, or (d) fails to comply with any Regulation, then the non-breaching party, in its sole discretion, may terminate this Agreement with fifteen (15) days written notice to the breaching party. Additionally, this Agreement may be terminated: (ie) by HFM upon 30 days' prior written notice given to Supplier at any time (it being understood that such notice shall contain an undertaking by HFM to purchase, on the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(adate of termination, any excess inventory and packaging materials produced or held exclusively for HFM); (iif) by Supplier upon 15 days prior written notice in the event that HFM is in material breach was of its obligations under the Purchase Agreement which cannot be cured within fifteen (15) days following receipt of notice of such breach, or, unless there shall be a Substantial Breach at change of control of HFM. if HFM's principal stockholder is in material breach under the time related Consulting and Non-Competition Agreement and such breach occurred; andcannot be cured within fifteen (15) days following receipt of notice of such breach. (iii) 11.2 Notwithstanding anything to the Defaulting Party disputes contrary, in the determination event the party's breach is for noncompliance with the Regulations, termination shall be effective immediately. 11.3 The failure to terminate the Agreement upon the occurrence of one or more of these events of default by a party shall not constitute a waiver or otherwise affect the right of the breach made non-breaching party to terminate the Agreement as a result of a continuing or subsequent failure or refusal by the Nonbreaching party to comply with any of such obligations. Failure by the non-defaulting Party, breaching party to exercise any of its rights or remedies hereunder or to insist on strict compliance with any of the provisions terms of Schedule H this Agreement shall apply not constitute a waiver of any of the terms or conditions of this Agreement with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other or subsequent breach nor shall it constitute a waiver by the non-breaching party of its rights it may have in law or equity, have at any time thereafter to require strict compliance with the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition terms of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. Notwithstanding anything herein contained to the contrary, the Sub-Lessee shall not be in default in the performance of any of its covenants or obligations under this Sub-Lease Agreement, including the payment of Rent, unless and until the Sub-Lessor have notified the Sub-Lessee of such default and the Sub-Lessee have failed to commence action to remedy the same within thirty (30) days after the receipt of such notice (“Default”). For the purpose of this Section 14, a letter by the Sub-Lessee to the Sub-Lessor of the Sub-Lessee intent to remedy a default shall constitute a commencement of action to remedy the said default. In the event of Default on the part of the Sub-Lessee, then the Sub-Lessor, without prejudice to any other rights which it has pursuant to this Sub-Lease or at law, shall have the following rights and remedies, which are cumulative and not alternative: (a) In to terminate this Sub-Lease by notice to the event that Sub-Lessee or to re-enter the Subdivided Land and repossess it and, in either Party (case, enjoy it as of its former estate, and to remove all persons and property from the “NonSubdivided Land and store such property at the expense and risk of the Sub-defaulting Party”) determines that Lessee or sell or dispose of such property in such manner as the other Party (Sub-Lessor sees fit without notice to the “Defaulting Party”) Sub-Lessee. If the Sub-Lessor enters the Subdivided Land without notice to the Sub-Lessee as to whether it is in breach of terminating this Sub-Lease under any term or condition provision of this Agreement, unless the breach is a Substantial BreachSub-Lease, the Non- defaulting Party Sub-Lessor shall give be deemed to be proceeding under Section 14(b), and the Defaulting Party fourteen (14) days from Sub-Lease shall not be terminated, nor shall there be any surrender by operation of law, but the day of written notification of Sub-Lease shall remain in full force and effect until the breach for Sub-Lessor notifies the Defaulting Party Sub-Lessee that it has elected to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined terminate this Sub-Lease. No entry by the NonSub-defaulting Party, acting reasonably.Lessor during the Term shall have the effect of terminating this Sub-Lease without notice to that effect to the Sub-Lessee; (b) In to enter the event that: Subdivided Land as agent of the Sub-Lessee to do any or all of the following: (i) relet the NonSubdivided Land for whatever length and on such terms as the Sub-defaulting Party determines Lessor, in its discretion, may determine, and to receive the rent therefor; (ii) take possession of any property of the Sub-Lessee on the Subdivided Land, store such property at the expense and risk of the Sub-Lessee, or sell or otherwise dispose of such property in such manner as the Sub-Lessor sees fit without notice to the Sub-Lessee; (iii) make alterations to the Subdivided Land to facilitate their reletting; and (iv) apply the proceeds of any such sale or reletting first, to the payment of any expenses incurred by the Sub-Lessor with respect to any such reletting or sale, second, to the payment of any indebtedness of the Sub-Lessee to the Sub-Lessor other than Rent, and third, to the payment of Rent in arrears, with the residue to be held by the Sub-Lessor and applied to payment of future Rent as it becomes due and payable, provided that the Defaulting Party is in breach pursuant Sub-Lessee shall remain liable for any deficiency to Section 3.3(a)the Sub-Lessor; (iic) to remedy or attempt to remedy any default of the breach was Sub-Lessee under this Sub-Lease for the account of the Sub-Lessee and to enter on the Subdivided Land for such purposes. No notice of the Sub-Lessor’s intention to remedy or attempt to remedy such default need be given to the Sub-Lessee unless expressly required by this Sub-Lease, and the Sub-Lessor shall not a Substantial Breach at be liable to the time Sub-Lessee for any loss, injury or damages caused by acts of the Sub-Lessor in remedying or attempting to remedy such breach occurred; anddefault. The Sub-Lessee shall pay to the Sub-Lessor all expenses incurred by the Sub-Lessor in connection therewith; (iiid) to recover from the Defaulting Party disputes Sub-Lessee all damages, costs and expenses incurred by the determination Sub-Lessor as a result of any default by the Sub-Lessee including, if the Sub-Lessor terminates this Sub-Lease, any deficiency between those amounts which would have been payable by the Sub-Lessee for the portion of the breach made Term following such termination and the net amounts actually received by the NonSub-defaulting Party, the provisions Lessor during such period of Schedule H shall apply time with respect to the dispute. (c) In Subdivided Land; and to recover from the event of a Substantial Breach, Sub-Lessee the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies full amount of the Parties current month’s Rent together with the next three (3) months’ installments of Rent, all of which shall immediately become due and payable as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessaccelerated rent.

Default and Termination. 8.1 The VIPP Supplier or ESB may by notice in writing to the other Party to the Agreement terminate the Agreement with effect from the date specified in the notice if ESB ceases to hold any necessary regulatory licence and/or statutory authority to be a counter party to VIPP Bilateral Contract Nominations made by the SSA on behalf of the VIPP Supplier in accordance with the terms of the Agreement and the Trading and Settlement Code. 8.2 ESB may by notice in writing to the VIPP Supplier terminate this Agreement with effect from the date specified in the notice if the VIPP Supplier ceases to be a Relevant Supplier. 8.3 A party to the Agreement (a) In the event that either Party (the “Non-defaulting First Party”) determines that may by notice in writing to the other Party party to the Agreement (the “Defaulting Party”) is terminate the Agreement with effect from the date specified in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give notice if: 8.3.1 the Defaulting Party fourteen fails to pay any amount due for payment to the First Party under the Agreement and such default continues unremedied after the expiry of ten (1410) days from Business Days after the day of written notification of date on which the breach for First Party has notified the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy of the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably.; (b) In the event that: (i) the Non-defaulting Party determines that 8.3.2 the Defaulting Party is in Material Breach and (where the breach pursuant is capable of remedy) the First Party has given notice to Section 3.3(athe Defaulting Party of the breach but the breach has not been remedied within ten (10) Business Days of such notification and (where the breach is not capable of remedy) the First Party has given notice of the breach to the Defaulting Party requiring an undertaking to the reasonable satisfaction of the First Party that the breach will not be repeated and specifying the steps the Defaulting Party will take to ensure compliance with the undertaking and the undertaking has not been given or has been breached within ten (10) Business Days of the notice having been given; or 8.3.3 the Defaulting Party: (a) is unable to pay its debts within the meaning of section 214 of the Companies Xxx 0000 (and a Party shall not be deemed to be unable to pay its debts if any demand for payment is being contested in good faith by the Party concerned with recourse to all appropriate measures and procedures) or if it enters into any voluntary scheme, agreement or arrangement (other than for the purpose of solvent reconstruction or amalgamation upon terms and within such period as may previously have been approved in writing by the First Party); (iib) has a receiver (which expression shall include an examiner within the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination meaning of the breach made by Companies Act 1990) appointed over the Non-defaulting Party, the provisions whole or any material part of Schedule H shall apply with respect to the dispute.its assets or undertaking; (c) In passes any resolution for winding-up; (d) becomes subject to an order by the event High Court for winding-up; (e) ceases to be a Relevant Supplier; or (f) ceases to be a party to the Trading and Settlement Code, Transmission Use of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law System Agreement or equity, have the right to terminate this Agreement without cost, penaltyDistribution Use of System Agreement. 8.3.4 anything analogous to, or process having a substantially similar effect to, any of law with a minimum of forty-eight (48) hours prior written notice the events or any circumstances specified in Clause 8.3.3 occurs in any jurisdiction in relation to the Defaulting Party. (d) If 8.4 ESB may by notice in writing to the Service Provider materially defaults VIPP Supplier terminate the Agreement with effect from the date specified in the observation or performance notice if in respect of any term or condition aspect of this Agreementthe Non Green VIPP Auction, and fails to remedy such default within including the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid conduct by the Service Provider to AHS on demand. (e) The rights and remedies Commission of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit auction or its implementation by ESB, any of the other following events occur: 8.4.1 enforcement action is commenced or threatened by the European Commission under the EC Treaty; 8.4.2 any finding by a court of competent jurisdiction in reliance on the EC Treaty and/or the Competition Acts 1991-6 to the effect that ESB is in breach of its obligations under such provisions or which has the effect of rendering the Agreement less commercially advantageous to ESB.‌ 8.5 Where termination occurs under Xxxxxx 0, XXX shall, within ten (10) Business Days of a request by the VIPP Supplier repay to the VIPP Supplier any advance payments of Option Charges relating to the period after termination takes effect, as calculated under this Agreement or otherwise Clause, less any amount outstanding for unpaid Energy Charges relating to deny the Parties period before termination. ESB shall not be liable to the VIPP Supplier for any other remedy at law amounts in respect of compensation, cost, claim, expense or liability of any kind whatsoever suffered, incurred or claimed by the VIPP Supplier. The amount of the refund is calculated as follows: 8.5.1 for the Payment Period in equity which the Parties may have under any law termination takes effect, an amount equal to the Option Charges for the Payment Period, divided by the total number of Trading Days in effect at the date hereof or Payment Period and multiplied by the number of whole Trading Days remaining in the Payment Period after termination takes effect; and 8.5.2 if the VIPP Supplier has paid the Option Charges for the Payment Period commencing after the Payment Period in which may hereinafter be enacted or become effectivetermination has taken effect, it being the intent hereof then that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessamount.

Default and Termination. 15.1 If an event of default occurs and remains unremedied, the non-defaulting Party may give one Business Days’ notice in writing to the Party in default terminating this Agreement, without prejudice to any other rights and remedies of the Parties. 15.2 On termination or expiry of this Agreement: (a) In the event that either Party (Network User shall cease its use of the “Non-defaulting Party”) determines that Distribution Network and, if applicable, the other Party (the “Defaulting Party”) is Distributor shall cease to provide Line Function Services in breach of any term or condition of accordance with this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably.; and (b) In each Party will return to the Other Party all property of that Party held by the first Party; and (c) the Network User will provide to the Distributor all information relating to the consumption of electricity at the Consumer’s Points of Supply that the Distributor may reasonably require to determine the Charges outstanding at the time of termination. 15.3 For the purposes of clause 15.1 an event thatof default occurs if: (a) a Party fails to pay (other than by inadvertent error in funds transmission which is discovered and notified by the Other Party and corrected within 2 Business Days) any amount due and owing to the Other Party under this Agreement and the default is unremedied at the expiry of 5 Business Days immediately following receipt of written notice to the Party in default of such non-payment; or (b) a Party has to give written notice pursuant to clause 15.3(a) to the Other Party 3 times in any 12 Month period; or (c) a Party fails in any material respect to perform or comply with any of its material obligations under this Agreement and (if the failure is capable of remedy) it is not remedied, or it has not started to be remedied, to the reasonable satisfaction of the non-defaulting Party within 5 Business Days (or such longer period as may be specified by the non-defaulting Party) of receiving a written notice from the non- defaulting Party of the failure and requiring it to be remedied; or (d) a Party: (i) the Non-defaulting Party determines that the Defaulting Party becomes subject to any distress, attachment, execution or other legal process levied, enforced, sued out on or against any material part of its property and is in breach pursuant to Section 3.3(a);not discharged or stayed within 10 Business Days; or (ii) has a receiver or statutory manager appointed to the breach was not a Substantial Breach at the time such breach occurredwhole or any substantial part of its undertaking, property or assets; andor (iii) the Defaulting Party disputes the determination fails to comply with a statutory demand under section 289 of the breach made by Companies Xxx 0000; or (iv) is removed from the Non-defaulting Party, the provisions register of Schedule H companies. 15.4 The termination of this Agreement shall apply with respect be without prejudice to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed accruing prior to limit any of the other termination. 15.5 The provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effectiveclauses 6, it being the intent hereof that such rights 12, 14.6, 17, 19 and remedies of the Parties 20 shall supplement or be in addition to or in aid of the other provisions survive termination of this Agreement and of any right or remedy at law or shall remain in equity which the Parties may possessfull force and effect notwithstanding such termination except as otherwise provided in this Agreement.

Default and Termination. (a) In the event that 9.1 If either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party hereto shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party fail to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit perform any of the other covenants or obligations imposed upon it by virtue of this Contract (except where such failure shall be excused under any of the provisions of this Agreement or otherwise except where other termination remedies have been established under this Agreement), then in such event the other Party may, at its option, terminate this Contract by proceeding as follows: the Party not in default shall cause a written notice to deny be served upon the Party in default, stating specifically the cause for terminating this Contract and declaring it to be the intention of the Party giving the notice to terminate the same; whereupon, the Party in default shall have thirty (30) days after receipt of the aforesaid notice within which to remedy or remove the cause or causes of default stated in the notice of termination and if, within said period of thirty (30) days, the Party in default does so remedy and remove such cause or causes, and fully indemnifies the Party not in breach, then such notice shall be nullified and this Contract shall continue in full force and effect. In the event the Party in default does not so remedy and remove the cause or causes of default, or does not fully indemnify the Party giving the notice for such Party’s actual damages as a result of such breach within said period of thirty (30) days, then this Contract shall terminate after the expiration of said period; provided, however, that if such default be remedied but no indemnification therefor has been made due to a bona fide dispute between the Parties as to the amount thereof, then this Contract shall not terminate, but the Party not in default shall have the right to seek recovery of its actual damages as provided by law. Notwithstanding any other remedy at law provision to the contrary in the Amended Statement of Conditions or the General Terms and Conditions, any termination for breach of this Contract shall be carried out strictly in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, accordance with this section (it being the intent hereof of this Agreement that such rights and remedies the foregoing language is an exception to the provisions of Article X of the Parties shall supplement or be in addition Amended Statement of Conditions). 9.2 Any cancellation of this Contract pursuant to or in aid of the other provisions of this Agreement Article IX shall be without prejudice to the right of the Party not in default to collect any amounts then due it and without waiver of any right other remedy or remedy at law or in equity performance to which the Parties Party not in default may possessbe entitled.

Default and Termination. In addition to any and all other rights or remedies provided in this Lease or which Landlord or Tenant may have at law, in equity, or otherwise, if Tenant fails to comply with any obligation imposed upon Tenant hereunder within any time period required (atime being of the essence of all such time periods), the same shall be a default hereunder and Landlord shall have the right, after five (5) Business Days’ notice to Tenant for any such non-compliance and Tenant’s failure to remedy the same within such five (5) Business Day period (or if such non-compliance is not monetary and cannot be remedied within such five (5) Business Day period, Tenant’s failure to commence to cure such non-compliance within such period and to thereafter diligently pursue such cure to completion, provided that in all events such cure shall be completed within thirty (30) days), to terminate this Lease at any time thereafter on notice to Tenant, and this Lease and the Term and all of Tenant’s rights under this Lease shall expire and terminate upon the date of such notice and Tenant shall immediately quit and surrender the Demised Premises to Landlord, but Tenant shall nonetheless remain liable for all of Tenant’s obligations hereunder. In addition to and not by way of limitation of Landlord’s other rights and remedies, in the event that either Party (Tenant fails to surrender the “Non-defaulting Party”) determines that Premises in accordance with the other Party (the “Defaulting Party”) is in breach of any term or condition terms of this Agreement, unless Tenant hereby agrees to subject itself to the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification jurisdiction of the breach Superior Court of New Jersey, Special Civil Part - Landlord Tenant Section for the Defaulting Party to remedy the breach or purpose of summary dispossession proceedings, if the breach cannot reasonably be cured within Landlord institutes proceedings in such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablycourt. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) In The Subcontractor shall be in default of this Subcontract if the event that either Party Subcontractor: (i) Is adjudged bankrupt, or is unable to meet its financial obligations as they become due, or makes a general assignment for the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) benefit of creditors, or if a receiver is in breach appointed, or if a creditor takes possession of any term of the Subcontractor's property, or condition if a distress, execution or similar process is commenced against such property; (ii) Fails to perform the Work in accordance with the Schedule; (iii) Fails to perform the Work in accordance with the requirements of this Agreementthe Contract Documents; (iv) Abandons the Work; (v) Fails to maintain the insurance or performance security required to be maintained hereunder; (vi) Fails to pay its sub-subcontractors, unless suppliers and employees performing the breach Work all amounts due and owing; (vii) Breaches or disregards occupational health and safety laws and regulations or the HSEMS; (viii) Makes a material misrepresentation to the Contractor; (ix) Fails to supply sufficient skilled and competent workers to perform the Work; (x) Defaults and is terminated under any other agreement between the Subcontractor and the Contractor; (xi) Fails to pay any amount due to the Contractor pursuant to any adjudication, arbitration, litigation or other binding dispute resolution; or (xii) Otherwise breaches, or is reasonably likely to breach, a Substantial Breachmaterial provision of the Subcontract; and in the case of the circumstances described in Section 19 (a) (ii)-(vii), and (ix) - (xii), the Non- defaulting Party shall give the Defaulting Party fourteen Subcontractor may remedy such default within three (143) days from of being notified thereof, or in the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach case where such default cannot reasonably be cured remedied within such periodthree (3) days, provided the Defaulting Party proceeds Contractor is not materially prejudiced by such continuing default, the Contractor may in its sole discretion request a rectification plan. Where so requested, the Subcontractor shall provide a comprehensive and substantive rectification plan within the time frame required by the Contractor. If the rectification plan is accepted by the Contractor (such acceptance being within sole discretion of the Contractor), the Subcontractor shall diligently implement such plan so as to diligently remedy the default. Should the Subcontractor fail to provide such rectification plan or otherwise fail to diligently implement the Contractor-accepted rectification plan, such additional period of time as is reasonably required to remedy the breachContractor shall advise the Subcontractor that its default remains unremedied, as determined by whereupon the Non-defaulting Party, acting reasonablyContractor may exercise the remedies under Section 19 (b). (b) In Upon the event thatSubcontractor's unremedied or irremediable default and without prejudice to any other rights and remedies the Contractor may have, the Contractor may, upon written notice to the Subcontractor: (i) Correct such default and deduct the Non-defaulting Party determines that cost thereof from any payment then or thereafter due to the Defaulting Party is in breach pursuant to Section 3.3(a);Subcontractor and any remaining cost due shall remain the liability of the Subcontractor; and/or (ii) Terminate the breach was not Subcontractor's right to continue with the Work, in whole or in part. DRAFT (c) If the Contractor terminates the Subcontractor's right to continue with the Work, the Contractor shall be entitled to: (i) Take possession of the Work and materials and, where the Contractor has made a Substantial Breach at good-faith determination its use is necessary for the time such breach occurredtimely completion of the Work utilize the construction machinery and equipment available upon the Project site, subject to the rights of third parties and finish the Work by whatever method the Contractor may consider expedient; and (iiiii) Charge the Subcontractor the sum of: 1) the Defaulting Party disputes cost of completing the determination Work; 2) an estimation of the breach made cost of corrections to the Work originally performed by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as Subcontractor that may be available or desirable to remedy such default, and all costs required under Section 12; 3) the equivalent of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies 15% of the Parties cost of completing the Work and performing corrections as set forth in this Agreement are cumulative an allowance to cover the Contractor's overhead and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.fees; and

Default and Termination. (a) In 10.1 Without limiting either of the event that either Party’s rights under this Agreement, at Law or otherwise, a Party (the “Non-defaulting First Party”) determines that may by notice immediately terminate this Agreement if the other Party (the “Defaulting Breaching Party”) is in ): commits a material breach of any term or condition of this AgreementAgreement and, unless the where such breach is a Substantial Breachcapable of remedy, fails, within 14 days after receipt of written notice, to remedy such breach; or is guilty of any wilful misconduct or wilful neglect in the Non- defaulting Party shall give discharge of its duties under this Agreement and fails to remedy this misconduct or neglect within [insert suitable timeframe] days after receiving notice of the Defaulting Party fourteen (14) days wilful misconduct or wilful neglect from the day NDIA; or subject to the Breaching Party complying with any requirements in the Corporations Act 2001 (Cth), seeks relief under any bankruptcy or insolvency law or is the subject of written notification of the breach liquidation or winding up proceedings, receivership, bankruptcy or similar, other than for the Defaulting purpose of and followed by a reconstruction, amalgamation or re-organisation. 10.2 Upon receipt of a notice of termination the Breaching Party must: stop work as specified in the notice; take all available steps to remedy minimise loss resulting from that termination and to protect the breach First Party’s Confidential Information; return to the First Party or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breachdestroy, as determined directed by the Non-defaulting First Party, acting reasonablyany documents originating from the First Party which embody any First Party Confidential Information and must not keep any copies in any form, with the exception of one copy of same, which may be retained in safe custody (as may be specified by the First Party) for insurance and record purposes only; and upon request certify that any documents not returned to the First Party have been destroyed in accordance with clause 10.2(c). (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without 10.3 Without limiting any other rights it or remedies the NDIA may have in law or equityhave, have the right to NDIA may terminate this Agreement without costfor any reason, penaltyby giving [insert short form name] at least [insert suitable number of days noting period of research project] days’ notice by email. In this case, the NDIA will not be liable for any loss of profit or process of law any other loss, damage, cost or expense in connection with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessits termination.

Default and Termination. (a) In If the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event thatSupplier: (i) fails to perform or observe any of it’s obligations under the Non-defaulting Party determines Contract; or (ii) fails to provide with the Service due diligence and in a competent and timely manner, (iii) is or becomes insolvent and an Administrator, Liquidator, Receiver and Manager or any other insolvency practitioner is appointed to the Supplier, Fantech may send the Supplier a notice specifying the default (Default Notice) and stating Fantech’s intention to terminate the Contract if the Supplier fails to remedy the default. The default Notice may not be unreasonably given and must specify that it is a notice under this clause (b) If after receipt of a Default Notice the Defaulting Party is in breach pursuant Supplier fails within a reasonable time to; (i) remedy the default to Section 3.3(a)Fantech’s satisfaction; (ii) provide adequate assurance and outline remedial measures to be taken by the breach was not a Substantial Breach at Supplier to remedy the time such breach occurred; anddefault; (iii) implement and remedial measures proposed under (ii) within a reasonable time (in the Defaulting Party disputes opinion of Fantech), Fantech may (without prejudice to any other rights or remedies of Fantech under the determination Contract or otherwise), exercise one or both of the breach made by following powers; (1) provide written notice with immediate effect that Fantech will wholly or partly suspend payment under the Non-defaulting Party, Contract until the provisions of Schedule H shall apply default has been remedied (Payment Suspension Notice); or (2) provide written notice with respect to immediate effect that the disputeContract is Terminated (Termination Notice). (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any addition to its other rights it Fantech may have at any time and in law its sole and absolute discretion by providing written notice , terminate the Contract in whole or equityin part with immediate effect (or upon such notice period that Fantech considers appropriate) and in such case, have Fantech shall pay the right Supplier for the value of Goods supplied or Services performed up to terminate the date of termination and may pay the actuals costs incurred on account by the Supplier for Goods and/or Services to be performed in the future. The Supplier must submit to Fantech all documentation to substantiate any reimbursement claim made under this Agreement without costclause. For the avoidance of doubt, penaltyThe Supplier is not entitled to claim any indirect or consequential costs, or process amounts for loss of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Partyor foregone profit. (d) If The Supplier must on receipt of the Service Provider materially defaults Termination Notice (whether under clause 20 (b) or (c): (i) do all things possible to reduce any cost or expense consequent on the termination; (ii) do only that work as is specified in the observation Termination Notice; (iii) comply in all respects with any directions contained in the Termination Notice; (iv) take any other action relating to the termination or the Contract which Fantech may reasonably require including without limitation, reporting on the status of works in progress and providing documentation in support thereof; and (v) return all property of Fantech or other parties which have been provided to the Supplier to enable supply of Goods or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand.Services; (e) The rights and remedies Except as provided in this clause, Fantech shall not be liable to the Supplier for claims by the Supplier or the Supplier’s subcontractors, for loss of anticipated profit, unabsorbed overhead, interest, development costs, facilities or equipment costs or administrative costs from termination of the Parties as set forth in this Agreement are cumulative Contract. (f) Fantech or its agents shall have the right to audit and shall in no way be deemed examine all books, records, facilities, work, material, inventories, and other items relating to limit any termination claim by the Supplier. (g) Upon such termination of the other provisions of this Agreement or otherwise to deny Contract the Parties Supplier shall be liable for any other remedy at law or in equity loss which the Parties Fantech may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies sustain as a consequence of the Parties shall supplement or be in addition to or in aid Termination of the other provisions of Contract pursuant to this Agreement and clause. Fantech reserves the right to xxx the Supplier for damages for breach of any right or remedy at law or in equity which provision of the Parties may possessContract.

Default and Termination. (a) In If you fail to pay the event that either Party Charges as they fall due or to undertake any of your other obligations under this agreement or a Software Licence, then in addition to any other rights we have, we may: (i) charge you and you must pay us interest on overdue payments at the “Non-defaulting penalty interest rate fixed under section 2 of the Penalty Interest Rates Act 1983 (Vic) plus 2 percentage points; and / or (ii) suspend or delay the provision of all or any part of the Services (which will not constitute a breach of this agreement), until the Charges are paid and you have undertaken your obligations to our reasonable satisfaction. (b) A party (Terminating Party”) determines that may terminate this agreement and/or any SoW by written notice to the other party (Other Party) if: (i) the Other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the agreement and that breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen not remedied within seven (147) days of receiving a notice of default from the day Terminating Party; (ii) the Other Party becomes, threatens or resolves to become or is in jeopardy of written notification becoming insolvent or subject to any form of insolvency administration; (iii) the Other Party, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving; (iv) the Other Party, being a natural person, dies; or (v) the Other Party ceases or threatens to cease conducting their business in the ordinary course; (vi) the Software Licence is terminated due to the default or wrongful act or omission of the breach for Software Owner; or (vii) a Software Owner becomes or threatens to become insolvent or cease carrying on business in the Defaulting Party to remedy normal manner or, where we are the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Terminating Party, acting reasonablya pre-existing agreement between us and a Software Owner is terminated for any reason. (bc) In We may also terminate a SoW if the event thatApproved Subcontractor becomes or threatens to become insolvent or cease carrying on business in the normal manner, or if a pre-existing agreement between us and the Approved Subcontractor is terminated for any reason. If the SoW is terminated, your sole remedy is a refund of any moneys paid by under the SoW. (d) If this agreement is terminated: (i) the Non-defaulting Party determines rights and obligations of the parties that the Defaulting Party is in breach pursuant accrued prior to Section 3.3(a)such termination are not affected; (ii) you must cease using and (if we request) return all Service IP in your possession or control; (iii) we may retain all moneys paid to us under this agreement, including the breach was not a Substantial Breach at Success Plan Fee; (iv) we may invoice you, and you must pay within 14 days of invoice, the time such breach occurredCharges for all Services provided by us under this agreement up to the date of termination; (v) we will be regarded as discharged from performing any further obligations under this agreement on and from the date of termination; and (iiivi) the Defaulting Party disputes the determination of the breach made we may pursue any additional or alternative remedies provided by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the disputelaw. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. If either Party hereto shall fail to perform any of the covenants or obligations imposed upon it by virtue of this Contract (aexcept where such failure shall be excused under any of the provisions of this Agreement by the other Party’s failure to perform or except where other termination remedies have been established under this Agreement), by the other Parties failure to perform then in such event the other Party may, at its option, terminate this Contract by proceeding as follows: the Party not in default shall cause a written notice to be served upon the Party in default, stating specifically the cause for terminating this Contract and declaring it to be the intention of the Party giving the notice to terminate the same; whereupon, the Party in default shall have thirty (30) days after receipt of the aforesaid notice within which to remedy or remove the cause or causes of default stated in the notice of termination and if, within said period of thirty (30) days, the Party in default does so remedy and remove such cause or causes, and fully indemnifies the Party not in breach, then such notice shall be nullified and this Contract shall continue in full force and effect. In the event that either the Party (in default does not so remedy and remove the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach cause or causes of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, or does not fully indemnify the Party giving the notice for such additional Party’s actual damages as a result of such breach within said period of time as is reasonably required to remedy thirty (30) days, then this Contract shall terminate after the breach, as determined by expiration of said period and the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is party not in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H default shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without costseek recovery of its actual damages as provided by law; provided, penaltyhowever, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy that if such default within the period provided for herein, AHS shall be entitled, remedied but not obligated, no indemnification therefor has been made due to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of a bona fide dispute between the Parties as set forth to the amount thereof, then this Contract shall not terminate, but the Party not in this Agreement are cumulative default shall have the right to seek recovery of its actual damages as provided by law. Notwithstanding any provision to the contrary in the Statement of Conditions or the General Terms and shall in no way be deemed to limit Conditions, any of the other provisions termination for breach of this Agreement or otherwise to deny the Parties any other remedy at law or Contract shall be carried out strictly in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of accordance with this Agreement and of any right or remedy at law or in equity which the Parties may possesssection.

Default and Termination. (a) In the event that If either Party is at any time in material breach of or default under this Agreement (the “Non-defaulting Defaulting Party”) determines that ), the other Party (the “Defaulting Terminating Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior by giving the Defaulting Party written notice to of such termination. Such termination of this Agreement shall be effective upon the Defaulting Party.’s receipt of such notice of such termination pursuant to this subsection 11.1(a). For purposes of this subsection 11.1(a), a Party shall be deemed to be in material breach of or default under this Agreement if such Party: (di) If fails to cure any material breach of or default under this Agreement by such Party prior to the Service Provider materially defaults later of (i) the expiration of sixty (60) days after the Terminating Party gives the Defaulting Party written notice of the breach or default, or (ii) the date upon which the Terminating Party gives the Defaulting Party written notice of termination; provided that, without limiting the generality of Section 11.2, either Party’s right to terminate this Agreement pursuant to this subsection 11.1(a)(i) is in the observation or performance of any term or condition of this Agreementaddition to, and fails to remedy such default within shall not preclude the period provided for hereinexercise of, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The any other rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of provided under this Agreement or otherwise to deny the Parties any other remedy at law or in equity which equity; (ii) is unable to meet its obligations as they become due or such Party’s liabilities exceed its assets; (iii) makes a general assignment of all or substantially all of its assets for the Parties may have benefit of its creditors, files a petition for bankruptcy or reorganization or seeks other relief under any law in effect at applicable insolvency laws; or (iv) has filed against it a petition for bankruptcy, reorganization or other relief under any applicable insolvency laws and such petition is not dismissed within sixty (60) days after it is filed. (b) PSE shall have the date hereof or which may hereinafter right to terminate this Agreement by giving Customer-Generator written notice of such termination (and such termination shall be enacted or become effective, it being effective upon Customer-Generator’s receipt of such notice of such termination) following the intent hereof that such rights and remedies occurrence of any of the Parties shall supplement or be in addition following events: (i) The Facility fails to or in aid achieve commercial operation within three (3) years of the other provisions Effective Date. (ii) The Facility fails to maintain its QF Status. (iii) Customer-Generator fails to overcome or remedy within one (1) year following the commencement of any Excusable Delay occurring on or after the commencement date the event, cause or condition that gave rise to such Excusable Delay; or (iv) Customer-Generator’s business is suspended, dissolved or wound up. In no event shall PSE incur any liability (whether for lost revenues or lost profits or otherwise) as a result of any termination of this Agreement and of any right or remedy at law or in equity which the Parties may possesspursuant to this Section 11.1.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that 11.1 A party shall "default" under this Agreement if it makes any material misrepresentation to the other Party (the “Defaulting Party”) is party in breach of any term or condition of connection with this Agreement, unless the breach is a Substantial Breachor breaches or fails to perform any of its representations, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach warranties or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablycovenants contained in this Agreement. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right 11.2 If either party desires to terminate this Agreement without costbecause it believes the other to be in default hereunder, penalty, or process of law the former party shall provide the other with a minimum of forty-eight (48) hours prior written notice to specifying in reasonable detail the Defaulting Party. (d) nature of such default. If the Service Provider materially defaults default is not curable or has not been cured within ten (10) days after delivery of that notice (or such additional reasonable time as the circumstances may warrant provided the default is curable and the party in default undertakes diligent, good faith efforts to cure the observation or performance of any term or condition of default within such ten (10) day period and continues such efforts thereafter), then the party giving such notice may terminate this Agreement and/or exercise the remedies available to such party pursuant to this Agreement, and fails subject to remedy the right of the other party to contest such default within action though appropriate proceedings. Notwithstanding the period foregoing, neither party shall have any right to cure such party's wrongful failure to consummate this transaction, as provided for herein, AHS on the Closing Date. The remedy of terminating this Agreement in accordance with this Section shall not be entitledexclusive of any other rights which a party may have to terminate this Agreement under any other provisions hereof, but not obligatedor of any other rights or remedies which a party may otherwise have under this Agreement, to take such steps as may be available or desirable to remedy such defaultany other agreement or instrument, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The which rights and remedies of shall be cumulative. 11.3 If a lawsuit is filed by Pomeroy or PSIS or any Sellex xxxxxant to the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions terms of this Agreement or otherwise Section 11, the prevailing party in the litigation shall be entitled to deny payment by the Parties any losing party of attorneys' fees, costs and other remedy at law or expenses reasonably incurred by the prevailing party in equity which filing and prosecuting the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possesslawsuit.

Default and Termination. (a) In addition to other events or circumstances permitting the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition termination of this Agreement, unless this Agreement may be terminated, without any penalty or further liability, as follows: (i) by either party, upon a breach or default of any covenant or term hereof by the other party, which breach or default is not cured within thirty (30) days of the breaching party’s receipt of written notice thereof from the non-breaching party; provided, however, that if efforts to cure such breach are commenced within such thirty (30) day period and are thereafter diligently prosecuted to completion, such period shall be extended for a Substantial Breachperiod of time not to exceed six (6) months, and further provided that the Non- defaulting Party cure period for any monetary default shall give the Defaulting Party fourteen be ten business (1410) days from the day of written notification defaulting party’s receipt of the breach other party’s written notice of payment delinquency; (ii) by XXXXXX, upon ninety (90) days prior written notice to LESSOR, in the event that the Leased Premises become technologically unsuitable, in LESSEE’s opinion and due to no fault of XXXXXX, for LESSEE’s Telecommunications Facilities for reasons including, but not limited to, unacceptable radio signal interference and any addition, alteration, or new construction on, adjacent to, or in the vicinity of the Leased Premises and/or the Property that blocks, either partially or totally, transmission or receiving paths; (iii) by XXXXXX, upon ninety (90) days prior written notice to LESSOR, in the event that any Governmental Approval that LESSEE considers to be necessary or convenient for the Defaulting Party construction, operation, maintenance, reconstruction, modification, addition to, or removal of the Telecommunications Facilities is not, in XXXXXX’s sole discretion, reasonably obtainable or maintainable in the future; (iv) by XXXXXX, upon thirty (30) days prior written notice to remedy LESSOR, in the breach or if event that the breach cannot reasonably Leased Premises cease to be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time economically viable as is reasonably required to remedy the breach, a telecommunications site (as determined by LESSEE in its sole business judgment); and (v) by XXXXXX, upon thirty (30) days prior written notice to LESSOR, if any Hazardous Substance (as defined in Section 13 below) is or becomes present on the NonProperty in violation of any Environmental Laws (as also defined in Section 13 below) to the extent that such is not caused by LESSEE. In the event of a termination by LESSEE pursuant to clause (iv) of the preceding sentence, XXXXXX’s notice of termination shall be accompanied by an early termination fee equal to one (1) year of the then-defaulting Party, acting reasonablyapplicable Rent. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made Except as expressly limited by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default a party’s termination hereof as the result of a breach thereof by the other party that is not cured within the applicable period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative Section 10(a) shall be in addition to, and shall not in no way be deemed lieu of, any and all remedies available to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy terminating party, whether at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessequity.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section Article 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall also apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The Except as may be provided for in Article 9.4, the rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party addition to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any all other rights it may of termination as herein provided, both Customer and Opticom shall have in law or equity, have the a right to terminate this Agreement without cost, penalty, or process by reason of law with a minimum any material default in the performance of forty-eight duties and responsibilities by the other party if such default is not cured within thirty (4830) hours prior days after written notice of such default is given to the Defaulting Party. defaulting party. Other than for (di) If obligations for the Service Provider materially defaults payment of money or commissions due pursuant to this Agreement, (ii) indemnity obligations which are expressly provided for in the observation or performance of any term or condition this Agreement, (iii) confidentiality obligations under Section 5 of this Agreement, and fails (iv) amounts or damages (liquidated or otherwise) for which either party is liable pursuant to remedy such default within the period provided terms and provisions of any addendum to this Agreement, any loan agreement between the parties, or any other agreement which supplements this Agreement (all of which obligations shall survive termination of this Agreement), neither party hereto shall have any liability to the other party for hereinany direct, AHS shall be entitledindirect, but not obligatedincidental, to take such steps as may be available consequential, punitive or desirable to remedy such default, and all costs of AHS in that regard shall be paid other damages sustained by the Service Provider to AHS on demand. (e) The rights and remedies a party by reason of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any default of the other provisions party under this Agreement, it being agreed that termination of this Agreement shall be the sole recourse and remedy of a non-defaulting party for the default of the other party. In the event (i) this Agreement is terminated by Opticom for any reason, (ii) this Agreement terminates at the end of any term by reason of the election of either party not to permit this Agreement to renew for another term, or (iii) Opticom elects to terminate Operator Services for any Location of Customer for any reason, Customer shall be responsible for diligently and timely changing, prior to the effective date of any such termination, the preferred interconnection carrier from Opticom to another operator services provider for all Locations of Customer affected by any such termination. If Customer fails to change the preferred interconnection carrier for any Location prior to the effective date of the termination of this Agreement or otherwise termination by Opticom of such Location(s) and such Location(s) remains on Opticom's Operator Services network after the effective date of termination, no commissions or property surcharges will be payable to deny Customer for any Operator Services provided by Opticom for such Location after the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the effective date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition termination. As to or in aid all Locations of the other provisions Customer which remain on Opticom's Operator Services network following termination of this Agreement or termination by Opticom of such Location(s), Customer agrees to and shall indemnify, defend, and hold Opticom harmless of and from any right and all claims, liabilities, fines, penalties, or remedy at law other costs and expenses, including reasonable attorney fees, incurred or in equity which paid by Opticom by reason of the Parties may possessCustomer's failure (i) to change the preferred interconnection carrier for such Location(s) or (ii) to comply with any applicable federal or state laws, rules, regulations, tariffs, dockets, laws, ordinances, orders, or guidelines or other regulatory requirements applicable to Customer and such Locations, Customer expressly agreeing that this indemnity obligation shall survive termination of this Agreement.

Default and Termination. (a) In 10.1 If any party breaches any of the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term material terms or condition conditions of this Agreement, unless the party claiming such breach is may serve the alleged breaching party with a Substantial Breachnotice of breach specifying the acts or omissions creating such alleged breach. If the alleged breaching party fails to remedy said breach within 60 days of receipt of said notice, the Non- defaulting Party party claiming breach may terminate this Agreement only to the extent related to such alleged breaching party by serving a notice of termination. Except as otherwise provided herein, termination under this Section 10.1 as to an alleged breaching party shall give not affect the Defaulting Party fourteen (14) days from rights of any other non-breaching party with respect to either the day of written notification of the breach for the Defaulting Party to remedy the party claiming breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablyalleged breaching party. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach 10.2 Any notice of termination pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time 10.1 above shall be effective 30 days after receipt of such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made notice by the Nonnon-defaulting Partyterminating party, unless before the expiration of said 30 day period, the provisions of Schedule H non-terminating party requests or shall apply with respect have requested arbitration pursuant to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition Section 23 of this Agreement, in which event this *Confidential portions omitted and fails to remedy filed separately with the Commission. Agreement shall not terminate until after the conclusion of such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such defaultarbitration, and all costs of AHS then only if and to the extent not inconsistent with any award rendered in that regard shall be paid by the Service Provider to AHS on demandsuch arbitration. (e) The rights 10.3 It is the intention and remedies desire of the Parties parties hereto that the licenses and covenants not to sue xxxnted hereunder shall survive any insolvency or bankruptcy of any party, and that a trustee of any party, or such party as set forth in this Agreement are cumulative debtor-in-possession, or other competent bankruptcy authority shall give full force and shall in no way be deemed effect to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and the licenses and covenants not to sue xxxnted hereunder. In the event that, pursuant to the U.S. Bankruptcy Code or any amendment or successor thereto (the "Code"), a trustee in bankruptcy of any right party, , or remedy at law such party as debtor-in-possession, may reject or deny this Agreement, the other parties may retain and use the licenses and covenants not to sue xxxnted hereunder in equity accordance with the Code. Failure by any party to assert its rights or to retain its benefits pursuant to the Code under an executory contract rejected by a trustee or party as debtor-in-possession shall not be construed as a termination of this Agreement by the other parties to this Agreement ("Nonbankrupt Parties") under the Code. If a trustee or party as debtor-in-possession is permitted to assume this Agreement and does so and, thereafter, desires to assign this Agreement to a third party, which assignment satisfies the requirements of the Code, the trustee or debtor-in-possession, as the case may be, shall notify the Nonbankrupt Parties of same in writing. Said notice shall set forth the name and address of the proposed assignee, the proposed consideration for the assignment and all other relevant details thereof. The giving of such notice shall be deemed to constitute the grant to each of the Nonbankrupt Parties of an option to have this Agreement assigned to it or to its designee for such consideration, or its equivalent in money, and upon such terms as are specified in the notice. The aforesaid option may possessbe exercised only by written notice by the Nonbankrupt Parties to the trustee or debtor-in-possession, as the case may be, within 15 days of receipt of the notice of the proposed transaction. If a Nonbankrupt Party fails to accept the terms within the said exercise period, the party giving notice may complete the assignment referred to in its notice, but only if such assignment is to the entity named in said notice and for the consideration and upon the terms specified therein. 10.4 Nothing contained herein shall be deemed to preclude or impair any rights that a Nonbankrupt Party may have as a creditor in any bankruptcy proceeding.

Default and Termination. 7.1 The VIPP Supplier or ESB may by notice in writing to the other Party to the Agreement terminate the Agreement with effect from the date specified in the notice if ESB ceases to hold any necessary regulatory licence and/or statutory authority to be a counter party to Bilateral Contract Nominations made to the SSA by the VIPP Supplier in accordance with the terms of the Agreement and the Trading and Settlement Code. 7.2 ESB may by notice in writing to the VIPP Supplier terminate this Agreement with effect from the date specified in the notice if the VIPP Supplier ceases to be a Relevant Supplier. 7.3 A party to the Agreement (a) In the event that either Party (the “Non-defaulting First Party”) determines that may by notice in writing to the other Party party to the Agreement (the “Defaulting Party”) is terminate the Agreement with effect from the date specified in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give notice if: 7.3.1 the Defaulting Party fourteen fails to pay any amount due for payment to the First Party under the Agreement and such default continues unremedied after the expiry of ten (1410) days from Business Days after the day of written notification of date on which the breach for First Party has notified the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy of the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably.; (b) In the event that: (i) the Non-defaulting Party determines that 7.3.2 the Defaulting Party is in Material Breach and (where the breach pursuant is capable of remedy) the First Party has given notice to Section 3.3(athe Defaulting Party of the breach but the breach has not been remedied within ten (10) Business Days of such notification and (where the breach is not capable of remedy) the First Party has given notice of the breach to the Defaulting Party requiring an undertaking to the reasonable satisfaction of the First Party that the breach will not be repeated and specifying the steps the Defaulting Party will take to ensure compliance with the undertaking and the undertaking has not been given or has been breached within ten (10) Business Days of the notice having been given; or 7.3.3 the Defaulting Party: (a) is unable to pay its debts within the meaning of section 214 of the Companies Xxx 0000 (and a Party shall not be deemed to be unable to pay its debts if any demand for payment is being contested in good faith by the Party concerned with recourse to all appropriate measures and procedures) or if it enters into any voluntary scheme, agreement or arrangement (other than for the purpose of solvent reconstruction or amalgamation upon terms and within such period as may previously have been approved in writing by the First Party); (iib) has a receiver (which expression shall include an examiner within the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination meaning of the breach made by Companies Act 1990) appointed over the Non-defaulting Party, the provisions whole or any material part of Schedule H shall apply with respect to the dispute.its assets or undertaking; (c) In passes any resolution for winding-up; (d) becomes subject to an order by the event High Court for winding-up; (e) ceases to be a Relevant Supplier; or (f) ceases to be a party to the Trading and Settlement Code, Transmission Use of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law System Agreement or equity, have the right to terminate this Agreement without cost, penaltyDistribution Use of System Agreement; or 7.3.4 anything analogous to, or process having a substantially similar effect to, any of law with a minimum of forty-eight (48) hours prior written notice the events or any circumstances specified in Clause 7.3.3 occurs in any jurisdiction in relation to the Defaulting Party. (d) If 7.4 ESB may by notice in writing to the Service Provider materially defaults VIPP Supplier terminate the Agreement with effect from the date specified in the observation or performance notice if in respect of any term or condition aspect of this Agreementthe Non Green VIPP Auction, and fails to remedy such default within including the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid conduct by the Service Provider to AHS on demand. (e) The rights and remedies Commission of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit auction or its implementation by ESB, any of the other following events occur: 7.4.1 enforcement action is commenced or threatened by the European Commission under the EC Treaty; 7.4.2 any finding by a court of competent jurisdiction in reliance on the EC Treaty and/or the Competition Acts 1991-2002 to the effect that ESB is in breach of its obligations under such provisions or which has the effect of rendering the Agreement less commercially advantageous to ESB; 7.4.3 When the new Market Arrangements for Electricity come into effect; 7.4.4 If either party gives written notice following failure to agree to changes following a Change in Circumstance; or 7.4.5 Commissioning of the Tynagh generation plant detailed in CER licence number Gen2004/02-01. 7.5 Where termination occurs under Xxxxxx 0, XXX shall, within ten (10) Business Days of a request by the VIPP Supplier repay to the VIPP Supplier any advance payments of Option Charges relating to the period after termination takes effect, as calculated under this Agreement or otherwise Clause, less any amount outstanding for unpaid Energy Charges relating to deny the Parties period before termination. ESB shall not be liable to the VIPP Supplier for any other remedy at law amounts in respect of compensation, cost, claim, expense or liability of any kind whatsoever suffered, incurred or claimed by the VIPP Supplier. The amount of the refund is calculated as follows: 7.5.1 for the Payment Period in equity which the Parties may have under any law termination takes effect, an amount equal to the Option Charges for the Payment Period, divided by the total number of Trading Days in effect at the date hereof or Payment Period and multiplied by the number of whole Trading Days remaining in the Payment Period after termination takes effect; and 7.5.2 if the VIPP Supplier has paid the Option Charges for the Payment Period commencing after the Payment Period in which may hereinafter be enacted or become effectivetermination has taken effect, it being the intent hereof then that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessamount.

Default and Termination. (a) In the event that 8.1 If either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party hereto shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party fail to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit perform any of the other covenants or obligations imposed upon it by virtue of this Contract (except where such failure shall be excused under any of the provisions of this Agreement or otherwise except where other termination remedies have been established under this Agreement), then in such event the other Party may, at its option, terminate this Contract by proceeding as follows: the Party not in default shall cause a written notice to deny be served upon the Party in default, stating specifically the cause for terminating this Contract and declaring it to be the intention of the Party giving the notice to terminate this contract; whereupon, the Party in default shall have thirty (30) days after receipt of the aforesaid notice within which to remedy or remove the cause or causes of default stated in the notice of termination and if, within said period of thirty (30) days, the Party in default does so remedy and remove such cause or causes, and fully indemnifies the Party not in breach, then such notice of default and intent to terminate shall be nullified and this Contract shall continue in full force and effect. In the event the Party in default does not so remedy and remove the cause or causes of default, or does not fully indemnify the Party giving the notice for such Party’s actual damages as a result of such breach within said period of thirty (30) days, then this Contract shall terminate after the expiration of said period; provided, however, that if such default be remedied but no indemnification therefor has been made due to a bona fide dispute between the Parties as to the amount thereof, then this Contract shall not terminate, but the Party not in default shall have the right to seek recovery of its actual damages as provided by law. Notwithstanding any provision to the contrary in the Statement of Conditions or the General Terms and Conditions, any termination for breach of this Contract shall be carried out strictly in accordance with this section. 8.2 Any cancellation of this Contract pursuant to the provisions of this Article VIII shall be without prejudice to the right of either Party to collect any amounts then due it and without waiver of any other remedy at law or in equity performance to which the Parties Party not in default may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessentitled.

Default and Termination. (a1) In the event that either The WET Agreement will contain contractual provisions pertaining to events of default, ability to cure and termination. If a Party is in material breach of an obligation for a period of one hundred and twenty (the “Non-defaulting Party”120) determines that days after having received notice from the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breachsuch default, the Non- defaulting Party shall give providing such notice may, on providing an additional notice, terminate the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or agreement; provided that if the breach canany such default is not reasonably be capable of being cured within such one hundred and twenty (120) day period, provided the Defaulting Party proceeds to diligently remedy the default, such additional longer period of time as is reasonably required may be reasonable in the circumstances provide that the Party in default commences to cure the default within such one hundred and twenty (120) day period and at all times thereafter uses its commercially reasonable efforts to remedy such default. If a Party takes any action in respect of liquidation or winding up, or makes an assignment for the breachbenefit of creditors, or makes any proposal under the Bankruptcy and Insolvency Act (Canada) or any comparable statute of any applicable jurisdiction, or if a custodian, receiver, receiver and manager, trustee in bankruptcy or any other official with similar powers (collectively, an “Official”) is appointed for the Party or a substantial portion of the Party’s properties and assets and such appointment is not dismissed or discharged within thirty (30) days, or if a bankruptcy or similar petition with respect to the bankruptcy, or other enforced liquidation of, the Party is presented or filed against it unless same is dismissed or discharged within sixty (60) days and during which grace period execution thereunder is effectively stayed, unless, within such thirty (30) day or sixty (60) day period, as determined by the Non-defaulting case may be, the Official or any secured creditor of the Party provides to the other Party notice of its intention to continue the operations of the first Party and such person agrees to assume the obligations of the first Party. (2) In addition to the foregoing, the Wastewater Energy Transfer Agreement will contain the right for the City to terminate the agreement on ninety (90) days prior written notice to Theia Partners / Envari where the City has isolated the WET System from the Sewage Works in accordance with Section 6(3)(b) and (i) the breach(es) which gave rise to same have not been resolved to the satisfaction of the City, acting reasonably, and the WET System remains isolated; or (ii) the breach that gives rise to the isolation of the WET System is systemic and reoccurring, and there is no foreseeable ability to mitigate or resolve such breach(es) to the satisfaction of the City, acting reasonably. (b3) In The City may terminate the event that: (i) WET Agreement on 2 years notice, where the Non-defaulting Party determines City has determined to relocate, abandon or make substantial changes to the wastewater infrastructure that make the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination operation of the breach made by WET System no longer feasible, in which case the Non-defaulting Party, City will enter into good faith negotiations with Theia Partners / Envari to find an alternative location for the provisions of Schedule H shall apply with respect WET System acceptable to both parties acting reasonably if such is practicable in order that Theia Partners / Envari can continue to provide services to the disputeProject Site, any such move to be at Theia Partners / Envari’s cost. (c4) In the event of a Substantial BreachConsistent with Section 4 (Project), the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right City would not be liable for such decision to terminate this Agreement without cost, penaltyterminate, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of for any term or condition of this AgreementClaims and/or Losses arising from, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition attributable to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessway related to such decision.

Default and Termination. 9.1 Prior to the Initial Managed-Care Course. Prior to the ---------------------------------------- commencement of the delivery of the Initial Managed-Care Course (a) In 4/8/98), either party may terminate this Agreement for whatever reason, in its sole discretion. Upon such termination, the event that terminating party shall: 9.1.1 transfer and assign all ownership rights in and to the Managed-Care Course, any Course materials and all other related materials the non-terminating party who may then use them free of any obligation or restriction for the remaining term of this Agreement other than the prohibition of using the terminating party's name and marks in any manner whatsoever in connection with the Managed-Care Course; or in the alternative at the terminating party's option; 9.1.2 pay to the non-terminating party a sum of money equal to all Direct Expenses incurred by the non-terminating party pursuant to this Agreement through the effective date of termination, which costs have not already been reimbursed or paid to the non-terminating party by the terminating party. 9.2 After the Initial Managed-Care Course/Notice of Default and ----------------------------------------------------------- Termination. After commencement of delivery of the Initial Managed-Care Course, ----------- this Agreement may be terminated by either Party (the “Non-defaulting Party”) determines that party if the other Party (the “Defaulting Party”) party is in breach of any term or condition material provision of this Agreement, unless but only after written Notice of Default and opportunity to cure has been given to the breaching party. With respect to a monetary default, the notice of default must provide for an opportunity to cure of at least twenty (20) days following receipt of the notice. With respect to a non-monetary default, the notice of default must provide for an opportunity to cure of at least thirty (30) days following receipt of the notice. If the party receiving the notice has not cured the breach is a Substantial Breachbefore the cure date started in the notice, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it party giving notice may have in law or equity, have the right to terminate this Agreement without costby giving the breaching party a written Notice of Termination, penaltystating the date on which the termination is to be effective. With respect to breaches stated herein or otherwise determined to be incurable, a period of cure does not have to be provided. Notwithstanding the delivery of a Notice of Default or process Notice of law with a minimum of forty-eight (48) hours prior written notice Termination by either party to the Defaulting Party. (d) If other, all obligations to perform services shall continue in effect and be duly observed and complied with by both parties until the Service Provider materially defaults in the observation or performance effective date of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demandtermination. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) a. In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in NovaMed commits a breach of any term of its material obligations under this Agreement, and shall fail to cure or condition diligently pursue the cure of such breach within thirty (30) days after NovaMed receives written notice from ALI specifying the nature of such breach in reasonable detail, then ALI and RH, in their sole discretion, may elect one of the following remedies: (i) increase the per Procedure fees to * for each Procedure performed on a System, subject to the minimum Procedures described in Section 7, and increase the Omnicard fee to * per card for all APEX/Infinity lasers, without paying any * otherwise payable pursuant to this Agreement; or (ii) terminate this Agreement, as well as all LADARVision(R) Placement Contracts and Laser Patent and Software Licenses executed pursuant to the terms hereof, and, in the event of any such termination, NovaMed shall promptly return to ALI all Systems and SKBM's; provided, that NovaMed shall only be responsible for paying per Procedure fees for Procedures performed on the Systems prior to NovaMed's return of the Systems. ALI's remedies herein are cumulative in nature, not exclusive, and the exercise of any particular remedy shall not be construed to be an election of remedies by ALI nor shall a waiver or delay by ALI of any of its rights or remedies under this Agreement be construed as a waiver of ALI's rights to enforce any remedies hereunder in the future; provided, however, that if ALI elects the remedy set forth in clause (a)(i) above, then ALI shall not be able to subsequently elect the remedy set forth in clause (a)(ii) for the same breach of the material obligation unless ALI (A) provided NovaMed with written notice of its election of the remedy in (a)(i), and (B) NovaMed did not cure the breach of the material obligation within fifteen (15) days following the receipt of such notice. In the event ALI elects the remedy described in clause (a)(i), above, upon NovaMed remedying its breach, and provided ALI has not terminated this Agreement, then NovaMed shall have the right to once again participate * in this Agreement under the original terms and conditions of this Agreement. b. In the event (i) the FDA withdraws or materially restricts its approval of the APEX/Infinity Laser and/or the System for use in the manner currently permitted as of the date of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) there is a change to the breach was not a Substantial Breach at the time such breach occurred; and Patents (iiias defined in Exhibit D) the Defaulting Party disputes the determination or NovaMed's use of the breach made Systems in accordance with this Agreement is determined by a court of competent jurisdiction in an order from which no further appeal can be taken to infringe on other patents, and such change or final finding of infringement renders the Non-defaulting PartySystems unusable by NovaMed or the NovaMed Parties, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, then NovaMed will have the right to terminate this Agreement immediately, without costpenalty and any further cost to NovaMed, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and the LADARVision(R) Placement Contracts and Laser Patent and Software Licenses. In any event, NovaMed will pay to ALI all money owed as of any right or remedy at law or in equity which the Parties may possessdate of termination.

Default and Termination. 10.1 If either party hereto shall fail to perform any of the covenants or obligations imposed upon it by virtue of this Contract (aexcept where such failure shall be excused under any of the provisions hereof), then in such event the other party may, at its option, terminate this Contract by proceeding as follows: the party not in default shall cause a written notice to be served upon the party in default, stating specifically the cause for terminating this Contract and declaring it to be the intention of the party giving the notice to terminate the same; whereupon, the party in default shall have thirty (30) days after receipt of the aforesaid notice in which to remedy or remove the cause or causes of default stated in the notice of termination. If, within said period of thirty (30) days, the party in default does so remedy and remove said cause or causes, and fully indemnifies the party not in default, then such notice shall be nullified and this Contract shall continue in full force and effect. In the event the party in default does not so remedy and remove the cause or causes of default, or does not fully indemnify the party giving the notice for such party's actual damages as a result of such default within said period of thirty (30) days, then this Contract shall become null and void from and after the expiration of said period; provided, however, that either Party (if such default be remedied but no indemnification therefor has been made due to a bona fide dispute between the “Non-defaulting Party”) determines that parties as to the other Party (amount thereof, then this Contract shall not terminate, but the “Defaulting Party”) is party not in default shall have the right to seek recovery of its actual damages as provided by law. Any termination for breach of this Contract shall be carried out strictly in accordance with this section. Nothing in this Section 10.1 shall be construed to limit in any term or condition way the remedies available to either party for breach of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach Contract except for the Defaulting Party right to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablyterminate. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach 10.2 Any cancellation of this Contract pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H this Article X shall apply with respect be without prejudice to the disputeright of the party not in default to collect any amounts then due it and without waiver of any other remedy to which the party not in default may be entitled. (c) 10.3 In the event of a Substantial Breachtermination, cancellation or expiration of this Contract and, upon such occurrence, there is gas in storage for Customer's account, this Contract shall continue in force and effect for the Non-defaulting Party shallsole purpose of withdrawal and delivery of and payment for storage services for said gas for an additional ninety (90) days. END OF GENERAL TERMS EXHIBIT "B" TO GAS STORAGE CONTRACT BETWEEN ENDEVCO INDUSTRIAL GAS SALES COMPANY AND MISSISSIPPI VALLEY GAS COMPANY DATED AUGUST 24,1990 Maximum Quantity POINT(S) OF DELIVERY (In MMBtu's) -------------------- ---------------- Interconnection between the Storage 5,000 Facilities and the pipeline facilities of Transco in Xxxxxxxxx County, without limiting any other rights it Mississippi Interconnection between the Storage 5,000 Facilities and the pipeline facilities of Tennessee in Xxxxxxx County, Mississippi Gas may have be scheduled for delivery at either or both of the Points of Delivery, in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice quantities up to the Defaulting Party. (d) If maximum quantities indicated for each such point, but the Service Provider materially defaults cumulative total of deliveries at both Points of Delivery shall not exceed the MDIQ stated in the observation or performance of any term or condition of this AgreementContract, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid unless otherwise agreed by the Service Provider to AHS on demandCompany. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party Each Carrier may terminate its participation to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement in whole or part for its convenience without cost, penalty, cause or process of law with a minimum of forty-eight (48) hours penalty upon at least 30 days prior written notice to the Defaulting Party. (d) other parties. A partial termination will be effected through termination of a specific Attachment and will not impact the effectiveness of another Attachment unless the entire Agreement or such other Attachment is also terminated. If the Service Provider materially either party defaults in the observation or its performance of any term or condition of this Agreement, and fails the default continues for ten (10) days following written notice from the non- defaulting party to the defaulting party, then the non-defaulting party may terminate this Agreement, and/or pursue any remedy such default within the period provided for hereinavailable to it under this Agreement, AHS shall be entitledin law and/or in equity. In addition, but not obligatedeither party may, to take such steps as may be available or desirable to remedy such defaultin its discretion, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in terminate this Agreement are cumulative and shall in no way be deemed immediately upon written notice to limit the other party upon the occurrence of any of the other provisions of following events, and/or pursue any remedy available to it under this Agreement or otherwise to deny the Parties any other remedy at and/or in law or in equity equity: (i) if the other party breaches its confidentiality obligations set forth herein and such breach causes, or is likely to cause, material harm to the other party not susceptible to cure; (ii) upon suspension or termination of Contractor’s appointment as an approved ARC or IATA agent of each Carrier regardless of who initiated the suspension or termination; or (iii) if bankruptcy or insolvency proceedings are commenced concerning the other party. Each Carrier also may, in its discretion, terminate this Agreement immediately for default upon written notice to Contractor, and/or pursue any remedy available to it under this Agreement and/or in law or in equity, if (a) Contractor’s stock or assets are acquired or Contractor is merged into another company or undergoes a change in control; (b) each Carrier terminates another contract with Contractor for default; or (c) each Carrier announces a general change to its Commission policy in a country in which Contractor’s activities hereunder are conducted. In the Parties event each Carrier terminates this Agreement with or without cause, any Commission payments which have not yet been paid to Contractor shall be deemed waived by Contractor; provided that if such termination is by each Carrier without cause after the completion of a quarterly or other performance period but prior to processing of Commission payments for such period, such Carrier will process and pay any such Commission payments not yet processed. Appendices to this Agreement may contain additional termination rights. In addition to the above, if each Carrier in good faith believes that Contractor has violated any provision of Sections 1 or 11 of these Standard Terms and Conditions, then upon notice to Contractor, such Carrier may withhold any amount otherwise due to Contractor under this Agreement for the most recent quarter for which payment has not yet been made, until the breach is remedied to each Carrier’s reasonable satisfaction. If the breach is not remedied prior to the termination or expiration of the Agreement, any amounts withheld by each Carrier will be deemed unearned by Contractor, and Contractor waives any claim to those amounts. The exercise by each Carrier of this right to withhold payment will not preclude each Carrier from exercising any other right that such Carrier may have under any this Agreement, in law and/or in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions equity including termination of this Agreement and of any right or remedy at law or in equity which the Parties may possessAgreement.

Default and Termination. (a) In the event that either The Parties may immediately terminate this Agreement by mutual consent in writing. Without prejudice to any of their rights, a Party (first Party) may by notice immediately terminate this Agreement if the “Nonother Party (Breaching Party): commits any serious or persistent breach of this Agreement; is guilty of any wilful misconduct or wilful neglect in the discharge of its duties under this Agreement; fails, within 14 days after receipt of written notice, to remedy any default in performance under this Agreement; or seeks relief under any bankruptcy or insolvency law or is the subject of liquidation or winding up proceedings, receivership, bankruptcy or similar, other than for the purpose of and followed by a reconstruction, amalgamation or re-defaulting organisation, or any person on the Research Project for whom the Breaching Party is responsible is convicted of any criminal offence. Upon receipt of a notice of termination the Breaching Party must: stop work as specified in the notice; take all available steps to minimise loss resulting from that termination and to protect the first Party”’s Confidential Information; return to the first Party or destroy, as the case may be, any documents originating from the first Party which embody any of the first Party’s Confidential Information and must not keep any copies in any form, with the exception of one copy of same, which may be retained in safe custody (as may be specified by the first Party) determines for insurance and record purposes only. [delete if not applicable]; and the Breaching Party shall upon request certify that any documents not returned to the first Party have been destroyed in accordance with clause 10.3(c). If Barwon Health exercises its legal rights to terminate this Agreement pursuant to clause 10.2, the Collaborator must immediately repay any Project Funding amount Barwon Health has paid in advance, calculated on a prorated basis. Each Party acknowledges that damages may be an insufficient remedy for a breach by that Party of this Agreement in relation to protecting Confidential Information and that the other Party (may be entitled to injunctive or other relief as the “Defaulting Party”) is in breach circumstances may require. Notwithstanding other provisions of any term or condition of this Agreementclause 10.2, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party not be entitled to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The exercise its rights and remedies upon the default of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any Breaching Party if that default: is caused by an act or event that is beyond the reasonable control of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights Breaching Party; and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possesscontinues for less than one (1) month.

Default and Termination. 7.1 If either Party hereto shall fail to perform any of the covenants or obligations imposed upon it by virtue of this Contract (aexcept where such failure shall be excused under any of the provisions hereof), then in such event the other Party may, at its option, terminate this Contract by proceeding as follows: the Party not in default shall cause a written notice to be served upon the Party in default, stating specifically the cause for terminating this Contract and declaring it to be the intention of the Party giving the notice to terminate the same; whereupon, the in default shall have thirty (30) days after receipt of the aforesaid notice which to remedy or remove the cause or causes of default stated in the notice of termination and if, within said period of thirty (30) days, the Party in default does so remedy and remove such cause or causes, and fully indemnifies the Party not in breach, then such notice shall be nullified and this Contract shall continue in full force and effect. In the event that either the Party (in default does not so remedy and remove the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach cause or causes of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, or does not fully indemnify the Party giving the notice for such additional Party's actual damages as a result of such breach within said period of time thirty (30) days, then this Contract shall become null and void from and after the expiration of said period; provided, however, that if such default be remedied but no indemnification therefor has been made due to a bona fide dispute between the Parties as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In amount thereof, then this Contract shall not terminate, but the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have not in law or equity, default shall have the right to terminate this Agreement without cost, penalty, or process seek recovery of law with a minimum of forty-eight (48) hours prior written notice its actual damages as provided by law. Notwithstanding any provision to the Defaulting Partycontrary in the Statement of Conditions or the General Terms and Conditions, any termination for breach of this Contract shall be carried out strictly in accordance with this section. (d) If the Service Provider materially defaults in the observation or performance of any term or condition 7.2 Any cancellation of this Agreement, and fails Contract pursuant to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise Article VII shall be without prejudice to deny the Parties right of the Party not in default to collect any amounts then due it and without waiver of any other remedy at law or in equity to which the Parties Party not in default may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessentitled.

Default and Termination. a. If either party refuses to comply with its material obligations hereunder to provide any of the items required of the party hereunder, or fails or refuses to proceed with the engagements which are the subject if this Agreement and/or to make any of the payment referred to herein, (ai) the aggrieved party may give notice to the other party concerning the alleged default, specifying a period of no less than thirty (30) days to cure the alleged default; (ii) if no cure is forthcoming, the aggrieved party may thereupon terminate the Agreement, (iii) once terminating the Agreement, the aggrieved party shall have no further obligation to perform the Agreement, and (iv) the aggrieved party shall be entitled to exercise all remedies available at law or in equity. b. If, on or before the date any scheduled performance hereunder, the financial standing or credit of the Town has been impaired or is unsatisfactory and as a result thereof, the Contractor’s ability to fully perform hereunder is uncertain or impaired, then the Contractor shall have the right to demand security satisfactory to the Contractor, to ensure the Town’s ability to perform hereunder and to pay sums in access of the Guaranteed Compensation anticipated hereunder. If the Town fails or refuses to furnish such security forthwith, the Contractor shall then have the right at its sole and exclusive option, to cancel the Agreement and, if Company so elects, to assume all of the Town’s rights with respect to the concert continues, subject to all of Town’s obligations, in connection wherewith. In the event of such cancellation, Contractor shall have no further obligation Town hereunder, and shall contain the Guaranteed Compensation and Reimbursement amount payable to the Contractor by the Town. c. This Agreement may be terminated at will by either party for convenience. Termination shall be by written notice which shall be delivered or mailed (certified mail, return receipt) to the other party. If notice is by mail, notice (i.e., the effective date of termination) will be deemed to be effective thirty (30) calendar days from the date of the postmark. If notice is hand- delivered, termination is effective as of the time of delivery to the Contractor (personally or at his/her office) or when delivered to the Office of the Town Manager. If notified of termination, the Contractor shall immediately cease performing services and deliver to Town, any work in progress. If Contractor terminates this contract, notice of termination shall include Contractor's final billing statement. In no event shall termination nullify obligations of either party prior to the effective date of termination. d. The Town may suspend work under this Contract for any reason the Town in its sole discretion deems sufficient, including but not limited to budgetary reasons or a need for further studies, investigation or analysis before work continues. Notice of Suspension shall be made or confirmed in writing, which shall be hand-delivered or mailed certified mail, return receipt requested, to contractor. Immediately upon receipt of notice of contract suspension, contractor shall cease work pursuant to the Contract and await further instructions from the Town except that, with the Town’s permission which shall not be unreasonably denied, the contractor may proceed with any work in progress that must be continued or completed in order to avoid damage, harm or risk to the Town’s, the contractor’s, any subcontractor’s, or the public’s personnel or property. In the event that either Party (the “Non-defaulting Party”) determines that contractor, upon receiving a suspension of work notice, believes there is such reason for continuing work, it shall immediately so inform the other Party (Town and the “Defaulting Party”) is parties shall in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party good faith attempt to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such agree on what additional period of time as work is reasonably required to remedy under the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was circumstances. Suspension of work shall not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply affect either party’s obligations with respect to the disputework done or obligations incurred before notice of contract suspension. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. 13.1 It is an event of default ("Default") if: (a) the Production Funds are not received by Fenway by not later than the close of business (Vancouver time) on June 30, 1997, unless otherwise extended by the parties hereto in writing; (b) either Fenway or CPCC fail to make any of the payments as and when required pursuant to the terms hereof, or under any documents delivered in connection herewith, except for the consideration in Par. 5.1 (a) which has been paid through a Trustee; (c) CPMIC fails to take reasonable action to prevent or defend assiduously, any action or proceeding which claims: i) possession; ii) sale; iii) foreclosure; iv) the appointment of a receiver or receiver-manager of the Company's assets; or v) forfeiture or termination; of the Central Property, CPCC. (d) any party becomes bankrupt or commits an act of bankruptcy or if a receiver or receiver-manager of its assets is appointed or makes an assignment for the benefit of creditors or otherwise; (e) any party is unable or unwilling or otherwise fails to perform their obligations as and when required hereunder; or (f) if Fenway and CPMIC mutually consent in writing to the termination hereof. 13.2 Subject to the provisions hereof, a notice of Default by the non-defaulting party must be given to the defaulting party pursuant to the notice provisions of this Agreement within thirty (30) days of the time when the non-defaulting party is made aware of the event of Default and the defaulting party shall have ninety (90) days from the notice of Default to cure such Default. 13.3 In the event that either Party (the “Non-defaulting Party”) determines that party does not cure such Default within the other Party (time provided for in Paragraph 13.2 hereof, then this Agreement shall terminate forthwith and absolutely unless otherwise agreed to between the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablyparties. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) 13.4 In the event of a Substantial BreachDefault by Fenway, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, CPMIC shall have the right to terminate this Agreement without costobtain its own financing to ensure the construction and/or operation of the cement plant and/or the quarry, penaltyprovided that Fenway shall first be reimbursed by CPMIC and its stockholders for all of its costs and expenses, advances and loans to CPMIC or process any of law with a minimum of forty-eight (48) hours prior written notice its stockholders or officers to the Defaulting Partydate of Default. In no event however, will the proportion of ownership and representation of Fenway be reduced below the percentage referred to in Section 10.10 and 10.14. (d) If 13.5 In the Service Provider materially defaults in the observation or performance event of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies a material breach of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions terms of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid warranties, covenants and representations contained herein by either of the other provisions parties hereto it shall be open to the aggrieved party to seek its remedy in damages and it also shall be open to the parties to rescind the terms of this Agreement and of any right or remedy at law or in equity which upon the Parties may possessterms as herein set forth.

Default and Termination. (a) In the event that either Without prejudice to any other of Party’s rights, a Party (first Party) may by notice immediately terminate this Agreement if the “Non-other Party (Breaching Party): A warranty given by the defaulting Party is inaccurate in any material respect; An Event indicating insolvency happens in relation to the defaulting Party”; The defaulting Party ceases, or indicates that it is about to cease, carrying on the business; Directors, officers, staff or sub-contractors of the defaulting Party commit any offence or do any act or fail to do any act which in the reasonable opinion of the terminating Party is of such a nature as to be likely to harm the terminating Party's reputation or affect the capacity of the defaulting Party to discharge its obligations under this Agreement; and/or The defaulting Party assigns its rights or subcontracts any or all of its obligations under this Agreement without the prior written consent of the terminating Party, or or any person on the Research Project for whom the Breaching Party is responsible is convicted of any criminal offence. Upon receipt of a notice of termination the Breaching Party must: stop work as specified in the notice; take all available steps to minimise loss resulting from that termination and to protect first Party Confidential Information; return to the first Party or destroy, as the case may be, any documents originating from the first Party which embody any first Party Confidential Information and must not keep any copies in any form, with the exception of one copy of same, which may be retained in safe custody (as may be specified by the first Party) determines for insurance and record purposes only. [delete if needed]; and the Breaching Party shall upon request certify that any documents not returned to the first Party have been destroyed in accordance with clause 11.2(c). Each Party acknowledges that damages may be an insufficient remedy for a breach by that Party of this Agreement in relation to protecting Confidential Information and that the other Party (may be entitled to injunctive or other relief as the “Defaulting Party”) is in breach circumstances may require. Notwithstanding other provisions of any term or condition of this Agreementclause 11, unless the breach is a Substantial Breach, the Non- defaulting Party shall give not be entitled to exercise its rights and remedies upon the Defaulting Party fourteen (14) days from the day of written notification default of the breach other Party if that default: is caused by an act or event that is beyond the reasonable control of that other Party; continues for the Defaulting Party to remedy the breach or if the breach canless than one (1) month; and was not reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach foreseeable at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Partywas fully executed. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. 11.1 Without prejudice to any other of Party’s rights, a Party (First Party) may by notice immediately terminate this Agreement if the other Party (Breaching Party): (a) In commits a material breach of this Agreement and, where such breach is capable of remedy, fails, within 14 days after receipt of written notice, to remedy such breach; or (b) is guilty of any wilful misconduct or wilful neglect in the event discharge of its duties under this Agreement; or (c) seeks relief under any bankruptcy or insolvency law or is the subject of liquidation or winding up proceedings, receivership, bankruptcy or similar, other than for the purpose of and followed by a reconstruction, amalgamation or re-organisation. 11.2 Upon receipt of a notice of termination the Breaching Party must: (a) stop work as specified in the notice; (b) take all available steps to minimise loss resulting from that either termination and to protect the First Party’s Confidential Information; (c) return to the First Party or destroy, as directed by the First Party, any documents originating from the First Party which embody any First Party Confidential Information and must not keep any copies in any form, with the exception of one copy of same, which may be retained in safe custody (as may be specified by the “Non-defaulting First Party”) determines for insurance and record purposes only; and (d) upon request certify that any documents not returned to the First Party have been destroyed in accordance with clause 11.2(c). 11.3 Each Party acknowledges that damages may be an insufficient remedy for a breach by that Party of this Agreement in relation to protecting Confidential Information and that the other Party may be entitled to injunctive or other relief as the circumstances may require. 11.4 Notwithstanding other provisions of clause 11, a Party shall not be entitled to exercise its rights and remedies upon the default of the other Party if that default: (the “Defaulting Party”a) is in breach caused by an act or event that is beyond the reasonable control of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting that other Party, acting reasonably.; or (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach reasonably foreseeable at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the disputethis Agreement was fully executed. (c) In 11.5 This Agreement may be terminated by mutual agreement in writing between the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting PartyParties. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as 11.6 This Agreement may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid terminated by the Service Provider to AHS a Party on demand90 days written notice. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. 7.1 The VIPP Supplier or ESB may by notice in writing to the other Party to the Agreement terminate the Agreement with effect from the date specified in the notice if ESB ceases to hold any necessary regulatory licence and/or statutory authority to be a counter party to Bilateral Contract Nominations made to the SSA by the VIPP Supplier in accordance with the terms of the Agreement and the Trading and Settlement Code. 7.2 ESB may by notice in writing to the VIPP Supplier terminate this Agreement with effect from the date specified in the notice if the VIPP Supplier ceases to be a Relevant Supplier. 7.3 A party to the Agreement (a) In the event that either Party (the “Non-defaulting First Party”) determines that may by notice in writing to the other Party party to the Agreement (the “Defaulting Party”) is terminate the Agreement with effect from the date specified in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give notice if: 7.3.1 the Defaulting Party fourteen fails to pay any amount due for payment to the First Party under the Agreement and such default continues unremedied after the expiry of ten (1410) days from Business Days after the day of written notification of date on which the breach for First Party has notified the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy of the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably.; (b) In the event that: (i) the Non-defaulting Party determines that 7.3.2 the Defaulting Party is in Material Breach and (where the breach pursuant is capable of remedy) the First Party has given notice to Section 3.3(athe Defaulting Party of the breach but the breach has not been remedied within ten (10) Business Days of such notification and (where the breach is not capable of remedy) the First Party has given notice of the breach to the Defaulting Party requiring an undertaking to the reasonable satisfaction of the First Party that the breach will not be repeated and specifying the steps the Defaulting Party will take to ensure compliance with the undertaking and the undertaking has not been given or has been breached within ten (10) Business Days of the notice having been given; or 7.3.3 the Defaulting Party: (a) is unable to pay its debts within the meaning of section 214 of the Companies Xxx 0000 (and a Party shall not be deemed to be unable to pay its debts if any demand for payment is being contested in good faith by the Party concerned with recourse to all appropriate measures and procedures) or if it enters into any voluntary scheme, agreement or arrangement (other than for the purpose of solvent reconstruction or amalgamation upon terms and within such period as may previously have been approved in writing by the First Party); (iib) has a receiver (which expression shall include an examiner within the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination meaning of the breach made by Companies Act 1990) appointed over the Non-defaulting Party, the provisions whole or any material part of Schedule H shall apply with respect to the dispute.its assets or undertaking; (c) In passes any resolution for winding-up; (d) becomes subject to an order by the event High Court for winding-up; (e) ceases to be a Relevant Supplier; or (f) ceases to be a party to the Trading and Settlement Code, Transmission Use of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law System Agreement or equity, have the right to terminate this Agreement without cost, penaltyDistribution Use of System Agreement; or 7.3.4 anything analogous to, or process having a substantially similar effect to, any of law with a minimum of forty-eight (48) hours prior written notice the events or any circumstances specified in Clause 7.3.3 occurs in any jurisdiction in relation to the Defaulting Party. (d) If 7.4 ESB may by notice in writing to the Service Provider materially defaults VIPP Supplier terminate the Agreement with effect from the date specified in the observation or performance notice if in respect of any term or condition aspect of this Agreementthe Non Green VIPP Auction, and fails to remedy such default within including the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid conduct by the Service Provider to AHS on demand. (e) The rights and remedies Commission of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit auction or its implementation by ESB, any of the other following events occur: 7.4.1 enforcement action is commenced or threatened by the European Commission under the EC Treaty; 7.4.2 any finding by a court of competent jurisdiction in reliance on the EC Treaty and/or the Competition Acts 1991-2002 to the effect that ESB is in breach of its obligations under such provisions or which has the effect of rendering the Agreement less commercially advantageous to ESB; 7.4.3 When the Single Electricity Market comes into effect; 7.4.4 If either party gives written notice following failure to agree to changes following a Change in Circumstance. 7.5 Where termination occurs under Xxxxxx 0, XXX shall, within ten (10) Business Days of a request by the VIPP Supplier repay to the VIPP Supplier any advance payments of Contract Charges relating to the period after termination takes effect, as calculated under this Agreement or otherwise Clause, less any amount outstanding for unpaid Energy Charges relating to deny the Parties period before termination. ESB shall not be liable to the VIPP Supplier for any other remedy at law amounts in respect of compensation, cost, claim, expense or liability of any kind whatsoever suffered, incurred or claimed by the VIPP Supplier. The amount of the refund is calculated as follows: 7.5.1 for the Payment Period in equity which the Parties may have under any law termination takes effect, an amount equal to the Contract Charges for the Payment Period, divided by the total number of Trading Days in effect at the date hereof or Payment Period and multiplied by the number of whole Trading Days remaining in the Payment Period after termination takes effect; and 7.5.2 if the VIPP Supplier has paid the Contract Charges for the Payment Period commencing after the Payment Period in which may hereinafter be enacted or become effectivetermination has taken effect, it being the intent hereof then that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessamount.

Default and Termination. (a) In The following events shall constitute events of default under this Agreement: (i) The filing by a party of a petition in bankruptcy, insolvency or for reorganization under the event that either Party bankruptcy laws of the United States or under any insolvency act of any state, the dissolution of a party, or a party making an assignment for the benefit of creditors; (ii) The taking of the “Lease or the Non-defaulting Party”Export Water or any part thereof by execution or other process of law or the subjection of the Lease or the Non-Export Water or any part thereof to attachment, which attachment is not discharged or disposed of within sixty (60) determines that days after the other Party levy thereof; (iii) The institution against a party of involuntary proceedings under any such bankruptcy law or insolvency act or for dissolution, or the “Defaulting Party”appointment of a receiver or trustee for all or substantially all of the property of a party, which proceeding is not dismissed or receivership or trusteeship is not vacated within sixty (60) is days after such institution or appointment; or (iv) The material default in breach the performance of any term material term, covenant or condition in this Agreement which default shall continue and not be cured for a period of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen thirty (1430) days from after written notice specifically setting forth the day of written notification nature of the breach for default has been given by the Defaulting Party non-defaulting party to remedy the breach defaulting party, or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as more than thirty (30) days is reasonably required to remedy cure such matter complained of, if the breach, as determined by defaulting party shall fail to commence to correct the Non-defaulting Party, acting reasonablysame within said thirty (30) day period and shall thereafter fail to prosecute the same to completion with reasonable diligence. (b) In If an event of default shall occur, then the event that: non-defaulting party may, at its option, without any prejudice to any other remedies it may have, (i) terminate this Agreement upon giving written notice of termination to the Nondefaulting or breaching party, and, if Rangeview is the non-defaulting Party determines that party, at its option, exercise its rights under Section 14.4, and/or (ii) commence an action for specific performance of the Defaulting Party is in obligations of the defaulting party and/or damages proximately caused by the default or breach and its costs and reasonable attorneys’ fees (including costs incurred to cure such default pursuant to Section 3.3(a14.3(c); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute). (c) In If either party shall act or fail to act in a manner which would constitute an Event of Default (as that term is defined in the event Lease) under the Lease, immediately, with the passage of a Substantial Breachtime, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penaltywith notice, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the foregoing, the non-defaulting party may, at its option, without prejudice to any other provisions remedies it may have, cure such Event of Default and seek reimbursement from the defaulting party for any costs and damages associated therewith or offset such costs and damages from any amounts owed to the defaulting party under this Agreement or otherwise without waiting for the thirty-day period provided for in Section 14(a)(iv) to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessrun.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- Non-defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute., (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) 7.3.1 In the event of a Substantial BreachHI-POWER’s or TETRA’s: (a) breach of this Amended Agreement or default under any provision of this Amended Agreement and failure to commence to cure such breach or default within ten (10) days after notice from the other Party or failure to cure such breach or default within thirty (30) days after notice from the other Party; or (b) bankruptcy, reorganization, receivership, insolvency, or making an assignment for the benefit of creditors, the Non-defaulting other Party shallhas the right, without limiting in addition to any other rights or remedies it may have in law or law, in equity, have the right or under this Amended Agreement, to immediately cancel or terminate this Amended Agreement without cost, penalty, and/or any Rolling 12-Month Forecast or process of law with a minimum of forty-eight (48) hours prior Purchase Order for cause by written notice to the Defaulting other Party.. In such event, TETRA shall be entitled to payment for non-Defective Products tendered for delivery prior to such termination, and both parties shall have any and all 7.3.2 Each Party’s Right to Terminate the Amended Agreement. This Amended Agreement (d) If including all related Purchase Orders), may be terminated: i. by HI-POWER, if TETRA fails to timely tender for delivery Product conforming to the Service Provider materially defaults requirements of, and otherwise in accordance with, the observation or performance of any term or condition terms and conditions of this Amended Agreement, and such failure is not cured within thirty (30) days’ of written notice from HI-POWER; ii. notwithstanding the generality of Section 7.3.1 by TETRA, if HI-POWER (or any Eos Party) fails to remedy timely accept for delivery or fails to pay for Product conforming to the requirements of, and otherwise in accordance with, the terms and conditions of this Amended Agreement, and such default failure is not cured within thirty (30) days of written notice from TETRA. In the period provided for hereinevent of termination pursuant to this Section 7.3.2, AHS TETRA shall be entitledentitled to payment for non- Defective Products tendered for delivery prior to the effective date of such termination, but not obligated, in addition to take such steps as may be available or desirable to remedy such default, any and all costs of AHS other remedies available at law or in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties equity, as well as any as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessAmended Agreement.

Default and Termination. A. The non-defaulting party may terminate this Agreement in the entirety in the event of the occurrence of any of the following, each of which constitutes an events of default hereunder, by the other party, and in the event of a material breach under Section 14A(1) the non-defaulting party may terminate this Agreement in its entirety or as to the Store in which the material breach occurred and any other Stores operated by the same operator (aby way of example, if the breach occurred in a Store operated by Licensee, then the Agreement may be terminated as to all Stores operated by Licensee, and if the breach occurred in a Store operated by Licensee’s Franchisee, then the Agreement may be terminated as to all Stores operated by that Franchisee), by providing written notice thereof to the defaulting party: (1) A material breach of this Agreement that remains uncured more than fifteen (15) days after the non-breaching party notifies the breaching party, in writing, of the breach; (2) Either party becomes insolvent or bankrupt, files a voluntary petition in bankruptcy, makes an assignment for the benefit of creditors, consents to the appointment of a trustee or receiver, or ceases paying its debt in the ordinary course as they become due or becomes insolvent; (3) A trustee or receiver is appointed for a substantial part of the properties of either party and the appointment is not dismissed within thirty (30) days; (4) Bankruptcy reorganization, arrangement, or liquidation proceedings instituted by or against either party, and if against that party, are consented to or are not dismissed within thirty (30) days; (5) A transfer, at any time during the term of this Agreement, of any part or all of Licensee’s shares of stock which results in a change of control of Licensee as of the Effective Date hereof, so that the person or entity with such control as of the Effective Date no longer has such control of Licensee. As used herein, a person or entity shall be deemed to control another entity if such controlling person or entity possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such controlled entity, whether through the ownership of voting securities or interests, or by contract; (6) The occurrence of a dissolution, reorganization, merger, consolidation or privatization of Licensee; (7) All or substantially all of the assets or property of Licensee are sold or otherwise disposed of in one transaction or series of related transactions to persons or groups unrelated to the persons or groups which control Licensee as of the Effective Date; or (8) The earlier of (i) thirty (30) days after a notice of the occurrence of a default (“Notice”) is given to Licensee or any of its affiliates under any obligations of Licensee and/or its affiliates under any agreements for the borrowing of money from any institutional lender(s) having a balance due at the time of default of more than $10 Million as to each credit facility and/or in the aggregate; provided that such Notice has not been withdrawn by such lender prior to the expiration of such thirty (30) day period and (ii) the date that any such lender begins exercising any of its remedies upon any default under any such agreements. Licensee shall immediately provide notice to Retailer of any such notice of default and notice of the exercise of remedies by any lender upon such default, and failure to provide such notice shall constitute a Material Breach of this Agreement. An “affiliate” shall mean a person or entity that controls, is controlled by or is under common control with Licensee, and which may include without limitation, a subsidiary of Licensee, Licensee’s parent company or a sibling company of Licensee. B. Retailer shall not be deemed to be in default hereunder for a non-material breach of this Agreement unless it remains uncured more than thirty (30) days after Licensee party notifies Retailer, in writing, of the breach. C. Retailer has the right to require Licensee to replace an operator of a Kiosk in the event of any of the following: (1) a non-material breach of this Agreement that remains uncured more than fifteen (15) days after Retailer notifies Licensee, in writing, of the breach; (2) any action by Licensee or Licensee’s Franchisee that Retailer, in its reasonable discretion, determines constitutes unprofessional conduct, that may harm Retailer’s reputation, or that may result in or do result in criminal charges against Licensee, Licensee’s Franchisees, or both; or (3) any failure by Licensee or by Licensee’s Franchisees to staff a Kiosk with at least one (1) appropriately trained person for at least three (3) consecutive days at any time after any part of the Kiosk is installed on the floor (even if the Kiosk is not fully operational), or if Retailer relocates Licensee after any part of the Kiosk is installed on the floor, any failure by Licensee or by Licensee’s Franchisees to staff a Kiosk with at least one (1) appropriately trained person for at least three (3) consecutive days after any part of the Kiosk is installed in the new location (even if the Kiosk is not fully operational). Retailer shall provide written notice to Licensee if any of the foregoing occurs, and Licensee shall have thirty (30) days from receipt of such notice to replace the operator. The replacement operator must be another Franchisee of Licensee or Licensee directly (if Licensee is not the operator in breach). If Licensee fails to replace the operator, Retailer shall have the right to terminate the license granted under this Agreement with respect to the Store in which such operator is located; provided, however, that the exclusivity provisions set forth in Section 18.C. shall still apply to such Store. Licensee’s or Licensee’s Franchisees failure to comply with Sections 4, 5 (except as otherwise provided in Section 14C(2) below), or 6 of this Agreement shall be considered a non-material breach of this Agreement. (1) Retailer’s right to require Licensee to replace an operator and to terminate the license granted with respect to a particular Store under Section 14C(2) above regarding unprofessional conduct, etc., shall apply to all Stores operated by the same Franchisee (by way of example, if the breach is by Licensee’s Franchisee, then the Agreement may be terminated as to all Stores operated by that Franchisee) and further provided that under Section 14(C)(2) above regarding unprofessional conduct, etc., if the action is by Tax Services of America, Inc., then Retailer shall have the right to terminate the Agreement as to all Stores operated by Tax Services of America, Inc., and further provided that if the action is by Xxxxxxx Xxxxxx Inc., then Retailer shall have the right to terminate the Agreement in its entirety. (2) In the event Licensee or any of Licensee’s Franchisees places or allows any signs, banners, posters or other signage to be placed outside or on the exterior of the Store, that shall constitute a material breach of this Agreement, for which there shall be no right to notice and no right to cure, the signs, banners, posters or other signage will be removed immediately by Licensee, and Retailer shall have the right to terminate Licensee’s license in the Store in which such material breach occurred (and any other Stores in which the Franchisee is operating or if a Licensee-operated Store, any other Store in which the Licensee is operating that is managed by the same manager who managed the Store at the time such material breach occurred); provided, however, that the exclusivity provisions set forth in Section 18.C. shall still apply to such Store. Licensee shall have the right to provide a replacement operator for that Store or Stores, provided that Licensee shall pay in full an additional Annual License Fee as set forth on Exhibit B for that Tax Season for that Store or Stores and shall pay all Additional Fees as set forth on Exhibit B for that Tax Season for that Store or Stores. D. If Licensee’s Franchisee fails to enter into an agreement with Licensee under which Licensee’s Franchisee is obligated to conduct the Promotion at a particular Store on the Final List, Licensee may elect to be released from its obligations for the particular Tax Season as to the particular Store only provided that Licensee notify Retailer, in writing, of the failure and of its election on the later of either November 15th (or the first business day thereafter if November 15 is a holiday or weekend) of the year preceding the applicable Tax Season or three (3) weeks after the date this Agreement is executed by both Retailer and Licensee; provided, however, that the exclusivity provisions set forth in Section 18.C. shall still apply to such Store. E. If this Agreement or the license as to a Store terminates, Licensee and Licensee’s Franchisees will remove all Kiosks, equipment, and property from the Store in which the Kiosk was located and to which this Agreement was terminated (or the license therein was terminated) within three (3) weekdays following the effective date of the termination, and all unpaid License Fees and Additional Fees for the remainder of the current Term (as if the termination had not occurred) will immediately be due and owing and payable in full. F. Termination of this Agreement in its entirety terminates each license granted as to all Stores and Kiosks. Termination of this Agreement as to a particular Kiosk terminates the license only as to that Kiosk. G. At the expiration of each applicable Tax Season, Licensee and Licensee’s Franchisees shall remove all Kiosks, equipment, and property from seventy five percent (75%) of the Stores in which a Promotion was conducted during the applicable Tax Season within the first three (3) weekdays following end of the applicable Tax Season and shall remove all Kiosks, equipment, and property from the remaining twenty five percent (25%) of the Stores in which a Promotion was conducted during the applicable Tax Season within the first five (5) weekdays following the end of the applicable Tax Season. (1) Retailer is not responsible for any costs to Licensee or to Licensee’s Franchisees incurred in the removal of equipment and property as required in the preceding paragraph. Licensee shall repair any damage to the Store as a result of the removal of equipment and property as required in the preceding paragraph. (2) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) any equipment or property is not removed in breach of any term or condition of accordance with this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification Retailer may consider any equipment or property abandoned and may dispose of the breach equipment and property by any reasonable means necessary to free the space; Retailer may charge Licensee for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablyany costs thereby incurred. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach 17.1. The provisions of Section 17.2 shall apply if any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: following events occur: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); Contractor becomes insolvent, or insolvency, receivership or bankruptcy proceedings are commenced by or against Contractor; (ii) Contractor materially violates Laws applying to the breach was not a Substantial Breach at the time such breach occurredWork or disregards instructions of Caerus; and (iii) except as provided in Section 19, Contractor fails, neglects, refuses, or is unable to provide ample supervision, labor, materials or equipment to perform the Defaulting Party disputes Work at a rate and in a manner deemed sufficient by Caerus; (iv) Contractor allows any third party liens to be placed against the determination Work or the Site; or (v) Contractor defaults in its performance of any other material provision of this Service Order. 17.2. If an event described in Section 17.1 occurs, the following shall apply: 17.2.1. Caerus, without prejudice to any other right or remedy, may terminate this Service Order by giving notice of termination to Contractor, except that in the case of a default that may be corrected, Contractor shall be given a reasonable time to correct same. 17.2.2. Contractor shall, if requested, withdraw from the Site and assign to Caerus such of Contractor’s subcontracts as Caerus may request and shall remove the materials, equipment, tools, and instruments used by Contractor in the performance of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the disputeWork. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, 17.2.3. Caerus shall have the right to finish the Work itself or with the assistance of third parties. 17.2.4. Caerus shall be entitled to withhold the payment of any further sums due to Contractor until such Work is completed. Upon completion of the Work, Contractor shall be entitled to reasonable compensation for its performance of the Work up to the date of such termination less any excess cost incurred by Caerus to complete the Work. 17.3. Caerus may, in its absolute discretion, terminate all or part of the Work under this Agreement Service Order without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior cause at any time by giving written notice of termination to Contractor. If this Service Order or portion thereof is terminated by Caerus without cause, Caerus and Contractor shall have the Defaulting Partyfollowing rights, obligations and duties: 17.3.1. Caerus shall assume and become liable for all reasonable obligations and commitments that Contractor may have previously in good faith undertaken or incurred in connection with the Work, and shall be entitled to all rights, setoffs, and benefits held by Contractor in connection with such commitments, including any cancellation rights. Contractor agrees to execute all instruments and take all steps required to vest such rights, setoffs and benefits in Caerus. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails 17.3.2. Caerus shall pay Contractor for all Work properly performed prior to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demandsaid termination. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term A. ConnectWise may terminate this Agreement immediately upon written notice and without judicial or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach administrative notice or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: resolution if: (i) Reseller fails to pay any sum due and owing ConnectWise within thirty (30) days of the Non-defaulting Party determines that date of invoice, Reseller admits in writing its inability to pay its debts as they mature, ceases to conduct business in the Defaulting Party normal course, becomes or is in breach pursuant declared insolvent or bankrupt, makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver for its business or assets, commences any suspension of payments, liquidation proceeding, reorganization or bankruptcy or is the subject of any judicial or administrative proceeding relating to Section 3.3(a); its insolvency, liquidation, reorganization, bankruptcy or protection of creditor's rights, which is not dismissed within thirty (30) days of such filing; or (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination merger, sale of substantially all of the breach made by assets or change of control of Reseller occurs. A "change of control" shall be deemed to occur when an entity acquires fifty percent (50%) or more of the Non-defaulting Party, the provisions voting shares or equity interest of Schedule H shall apply with respect to the dispute. (c) In Reseller or in the event of a Substantial Breachchange of management of Reseller that, in the Non-defaulting Party shallopinion of ConnectWise, without limiting any other substantially impairs ConnectWise's rights it under this Agreement. B. Except as otherwise provided in Section 15 below, Either party may have in law or equity, have the right to terminate this Agreement upon written notice and without costjudicial or administrative notice or resolution if the other party (except as otherwise provided in Section 14(A) above) fails to perform any of its obligations under this Agreement and such failure is not remedied within thirty (30) days after receipt of written notice from the non- breaching party (or such additional time as is commercially reasonable to remedy such failure provided the breaching party is diligently pursuing such remedy). C. Notwithstanding anything contained herein to the contrary, penaltyConnectWise may terminate this Agreement at any time, with or process of law with a minimum of forty-eight without cause, and for any reason whatsoever, without liability, upon ten (4810) hours days prior written notice to the Defaulting PartyReseller. (d) If the Service Provider materially defaults in the observation D. Termination or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions expiration of this Agreement shall not: (i) release Reseller from the obligation to pay any sums to ConnectWise whether then or otherwise thereafter due; or (ii) discharge Reseller from any liability which has been incurred by ConnectWise prior to deny the Parties any other remedy at law effective date of such termination or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.expiration;

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that 13.1 A party may terminate this agreement at any time by written notice to the other Party party (the “Defaulting Party”) is in breach if any of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give following apply: (1) the Defaulting Party fourteen fails to carry out any provision of this agreement, the failure is capable of remedy and the Defaulting Party does not remedy that failure within a reasonable time after written notice to the Defaulting Party requiring it to be remedied; (142) days from the day Defaulting Party fails to carry out any material provision of written notification this agreement and the failure is not capable of remedy; (3) the Defaulting Party fails to carry out any provision of any agreement to which both it and another party to this agreement are parties, in existence or entered into after this agreement, the failure is capable of remedy and the Defaulting Party does not remedy that failure within a reasonable time after notice to the Defaulting Party by that other party requiring it to be remedied; (4) execution or other process of a court or authority or distress is levied for an amount exceeding $10,000 upon any of the breach Defaulting Party’s property and is not satisfied, set aside or withdrawn within 10 Business Days after its issue; (5) an order for payment is made or judgment for an amount exceeding $10,000 is entered or signed against the Defaulting Party which is not satisfied within 10 Business Days; (6) any other event occurs or circumstance arises which, in the reasonable opinion of a party to this agreement, is likely materially and adversely to affect the ability of the Defaulting Party to perform all or any of its joint or several obligations under or otherwise to comply with the terms of this agreement or an agreement referred to in clause 13.1(3); (7) the Defaulting Party suspends payment of its debts; (8) it becomes unlawful for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided perform its obligations under this agreement; (9) where the Defaulting Party proceeds to diligently remedy is a body corporate: (a) the default, such additional period of time as is reasonably required to remedy Defaulting Party becomes an externally-administered body corporate under the breach, as determined by the Non-defaulting Party, acting reasonably.Corporations Xxx 0000; (b) In steps are taken by any person towards making the event that:Defaulting Party an externally-administered body corporate; (ic) a controller (as defined in section 9 of the Non-defaulting Corporations Act 2001) is appointed of any of the property of the Defaulting Party determines that or any steps are taken for the appointment of a controller; (d) the Defaulting Party is in breach pursuant taken to Section 3.3(a); (ii) have failed to comply with a statutory demand within the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination meaning of section 459F of the breach made by the Non-defaulting PartyCorporations Xxx 0000, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand.or (e) The rights and remedies a resolution is passed for the reduction of capital of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed Defaulting Party or notice of intention to limit any propose such a resolution is given, without the prior written consent of the other provisions parties to this agreement. 13.2 On termination of this Agreement or otherwise to deny agreement under this clause 12 each party retains the Parties rights it had against the other party in respect of any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effectivepast breach, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to any other rights, powers or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessremedies provided by law.

Default and Termination. (a) In the event that If either Party is at any time in material breach of or default under this Agreement (the “Non-defaulting Defaulting Party”) determines that ), the other Party (the “Defaulting Terminating Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior by giving the Defaulting Party written notice to of such termination. Such termination of this Agreement shall be effective upon the Defaulting Party.’s receipt of such notice of such termination pursuant to this subsection 14.1(a). For purposes of this subsection 14.1(a), a Party shall be deemed to be in material breach of or default under this Agreement if such Party: (di) If fails to cure any material breach of or default under this Agreement by such Party prior to the Service Provider materially defaults later of (i) the expiration of sixty (60) days after the Terminating Party gives the Defaulting Party written notice of the breach or default, or (ii) the date upon which the Terminating Party gives the Defaulting Party written notice of termination; provided that, without limiting the generality of Section 14.2, either Party’s right to terminate this Agreement pursuant to this subsection 14.1(a)(i) is in the observation or performance of any term or condition of this Agreementaddition to, and fails to remedy such default within shall not preclude the period provided for hereinexercise of, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The any other rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of provided under this Agreement or otherwise to deny the Parties any other remedy at law or in equity which equity; (ii) is unable to meet its obligations as they become due or such Party’s liabilities exceed its assets; (iii) makes a general assignment of all or substantially all of its assets for the Parties may have benefit of its creditors, files a petition for bankruptcy or reorganization or seeks other relief under any law in effect at applicable insolvency laws; or (iv) has filed against it a petition for bankruptcy, reorganization or other relief under any applicable insolvency laws and such petition is not dismissed within sixty (60) days after it is filed. (b) PSE shall have the date hereof or which may hereinafter right to terminate this Agreement by giving Seller written notice of such termination (and such termination shall be enacted or become effective, it being effective upon Seller’s receipt of such notice of such termination) following the intent hereof that such rights and remedies occurrence of any of the Parties shall supplement or be in addition following events: (i) The Facility fails to or in aid achieve commercial operation within three (3) years of the other provisions Effective Date. (ii) The Facility fails to maintain its QF Status. (iii) Seller fails to overcome or remedy within one (1) year following the commencement of any Excusable Delay occurring on or after the commencement date the event, cause or condition that gave rise to such Excusable Delay; or (iv) Seller’s business is suspended, dissolved or wound up. In no event shall PSE incur any liability (whether for lost revenues or lost profits or otherwise) as a result of any termination of this Agreement and of any right or remedy at law or in equity which the Parties may possesspursuant to this Section 14.1.

Default and Termination. (a) In If the event that either Party (the “Non-defaulting Party”) RHA determines that the other Party (the “Defaulting Party”) Operator is in breach of any term or condition of its obligations under this Agreement, unless it shall first determine, acting reasonably, whether or not the breach is a Substantial Breach. (a) If the breach is a Substantial Breach, the Non- defaulting Party shall RHA may give the Defaulting Party fourteen Operator written notice within thirty (1430) days from of the day RHA becoming aware of written notification the breach, setting out the details of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect this Agreement. If the Operator fails to remedy such breach to the dispute. reasonable satisfaction of the RHA within ten (c10) In the event of a Substantial Breachdays after receiving such notice, the Non-defaulting Party RHA shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without costfurther notice or upon such notice as the RHA may specify. (b) If the breach is not a Substantial Breach, penaltythe RHA may give the Operator written notice within thirty (30) days of the RHA becoming aware of the breach, setting out the details of the breach of the provisions of this Agreement, or process the failure to perform any obligation under this Agreement. If the Operator fails to remedy such breach to the reasonable satisfaction of law with a minimum of forty-eight the RHA within thirty (4830) hours prior written days after receiving such notice, the RHA may terminate this Agreement without further notice or upon such notice as the RHA may specify. (c) If the Operator fails to remedy the breach, the RHA may upon notice to the Defaulting PartyOperator, at its sole option and without prejudice to any other remedies available to the RHA, perform or cause to be performed such obligations or any part of such obligations. All direct expenses incurred by the RHA in performing such obligations or any part of such obligations shall be promptly paid by the Operator to the RHA upon demand. (d) If the Service Provider materially defaults in RHA, having provided notice of the observation or breach to the Operator, is reasonably of the view that the breach poses an unacceptable risk to the safety of the Clients receiving the Services, the RHA may, on written notice to the Operator, immediately suspend the performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect further Services at the date hereof or which may hereinafter be enacted or become effective, it being Facility until the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessdefault is remedied.

Default and Termination. (a) In It shall be a default and an event of default hereunder if Client or Consultant (or such parties permitted as assignees of the event that either Party (the “Non-defaulting Party”interests of Client or Consultant) determines that the other Party (the “Defaulting Party”) is in breach of any term violates a term, covenant or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen party cures such default within thirty (1430) days following the receipt of written notice of such default from the day of written notification other party, or, if the nature of the breach for the Defaulting Party to remedy the breach or if the breach default is such that it cannot reasonably be cured within such said thirty (30) day period, provided unless the Defaulting Party proceeds to diligently remedy the defaulting party, upon receipt of such notice of default, immediately commences appropriate steps to cure the default and thereafter diligently and continuously pursues such additional period curative steps and, in fact, cures the default within a reasonable time, but in any event within ninety (90) days after the receipt of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablynotice of default. (b) In addition to the event that: remedies otherwise available at law or in equity to a party to this Agreement upon a breach of this Agreement, if Client or Consultant (ithe "Non-Defaulting Party") has given written notice to the other party to this Agreement (the "Defaulting Party") of a default by the Defaulting Party and the Defaulting Party has not cured such default in the time period permitted by Section 9(a) hereof, then the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Partymay elect, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior upon written notice to the Defaulting Party. (d) If , to terminate this Agreement effective as of the Service Provider materially defaults in the observation or performance Date of any term or condition Termination. For purposes of this Agreement, and fails to remedy such default within the period provided for herein, AHS "Date of Termination") shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid the date notice is given by the Service Provider Non-Defaulting Party under this Section 9(b). Termination of this Agreement for any reason shall not, unless otherwise provided, affect (a) obligations accruing prior to AHS on demandthe effective date of termination; or (b) any obligations which, from the context hereof, are intended to survive termination of this Agreement. If Consultant elects to terminate this Agreement under this Section for the non-payment of amounts owed by Client to Consultant under this Agreement, Consultant shall receive immediate payment from Client of the compensation payable to Consultant under this Agreement through the Agreement Expiration Date, provided that, in such case, the non-compete provisions of Section 7 shall apply through the Agreement Expiration Date. (ec) The rights and remedies Any right of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions termination of this Agreement or otherwise to deny the Parties suit for specific performance under this Agreement shall not abrogate any other remedy at law legal or in equity which equitable remedies the Parties parties may otherwise have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessAgreement.

Default and Termination. 17.1 If the Purchaser has fulfilled all of his/its obligations strictly in accordance with the terms of this Agreement including, but not limited to, all instalments of the Purchase Price having been paid to the Seller in accordance with the Payment Schedule as well as any other amounts that are payable under this Agreement or otherwise, and the Seller is unable to achieve a Completion Date within twelve (a12) In months of the event Anticipated Completion Date, as it may be extended pursuant to the provisions of this Agreement and subject always to Force Majeure, the Purchaser’s recourse in respect of such delay shall be dealt with in accordance with the Applicable Laws. 17.2 The Purchaser hereby agrees that either Party (his/its sole recourse against the “Non-defaulting Party”) determines that Seller under Clause 17.1 shall be determined in accordance with the Applicable Laws, and the Purchaser shall have no additional claim against the Seller for any losses, damages, liabilities, compensation, costs, expenses or interest of whatever nature, and the Purchaser hereby releases and discharges the Seller with respect to the same, as well as with respect to any action for specific performance. 17.3 If the Purchaser fails to make payments in accordance with the terms of this Agreement or does not comply with any other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless then the breach is a Substantial Breach, Seller shall provide the Non- defaulting Party shall give the Defaulting Party Purchaser with fourteen (14) days from calendar days’ notice in writing notifying the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable Purchaser to remedy such default, and if the Purchaser fails to comply with such notice, then the Seller shall be entitled, without further notice and without prejudice to any other rights available in law, and without any Court order: (a) to terminate this Agreement and resell the Unit to any third party; (b) to demand payment from the Purchaser, as pre-estimated liquidated damages, an amount equivalent to forty percent (40%) of the Purchase Price or any other amount permitted in accordance with the Applicable Laws, which the Purchaser expressly agrees is a true and reasonable pre-estimate of the damages that shall be suffered by the Seller as a result of the Purchaser’s default; (c) to demand that the Purchaser, notwithstanding the provisions of Clause 17.3(b) above, make good to the Seller any loss arising from the resale of the Unit together with payment of all legal and other expenses incurred by the Seller on termination of the Agreement and resale of the Unit and the costs of AHS in that regard shall any finance required to be paid obtained by the Service Provider Seller in lieu of receipt of the Purchase Price, and all such amounts shall become immediately payable to AHS the Seller and collectable as a debt; and (d) to retain and take into account all payments previously made by the Purchaser on account of the Purchase Price and any other amounts paid pursuant to this Agreement up to date of termination to the extent necessary to meet the Seller’s claim for damages and compensation referred to in Clauses 17.3(b) and 17.3(c) above, it being understood by the Purchaser that if the amounts so paid on account are insufficient to meet the Seller’s claim for compensation, the Purchaser shall remain liable to pay the shortfall on demand. (e) The rights Purchaser acknowledges and remedies agrees that with signing this Agreement, it consents to the DRAFT Seller’s entitlement to terminate this Agreement pursuant to this clause 17 in accordance with the meaning of consent and mutual consent as contemplated under Articles 267 and 268 of the Parties as set forth Civil Code without the need to obtain a court order in this Agreement are cumulative and shall in no way be deemed to limit any accordance with Article 271 of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessCivil Code.

Default and Termination. 12.1 It is an event of default ("Default") if: (a) the Production Funds are not received by Fenway by not later than the close of business (Vancouver time) on June 30, 1997, unless otherwise extended by the parties hereto in writing; (b) either Fenway or CPCC fail to make any of the payments as and when required pursuant to the terms hereof, or under any documents delivered in connection herewith, except for the consideration in Par. 5.1 (a) which has been paid through a Trustee; (c) Pyramid fails to take reasonable action to prevent or defend assiduously, any action or proceeding which claims: i) possession; ii) sale; iii) foreclosure; iv) the appointment of a receiver or receiver-manager of the Company's assets; or v) forfeiture or termination; XXXXXXX XXXX - XXXXXX MEMORANDUM OF AGREEMENT -------------------------------------------------------------------------------- of the Pyramid Property. (d) any party becomes bankrupt or commits an act of bankruptcy or if a receiver or receiver-manager of its assets is appointed or makes an assignment for the benefit of creditors or otherwise; (e) any party is unable or unwilling or otherwise fails to perform their obligations as and when required hereunder; or (f) if Fenway and Pyramid mutually consent in writing to the termination hereof. 12.2 Subject to the provisions hereof, a notice of Default by the non-defaulting party must be given to the defaulting party pursuant to the notice provisions of this Agreement within thirty (30) days of the time when the non-defaulting party is made aware of the event of Default and the defaulting party shall have ninety (90) days from the notice of Default to cure such Default. 12.3 In the event that either Party (the “Non-defaulting Party”) determines that party does not cure such Default within the other Party (time provided for in Paragraph 12.2 hereof then this Agreement shall terminate forthwith and absolutely unless otherwise agreed to between the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablyparties. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) 12.4 In the event of a Substantial BreachDefault by Fenway, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, Pyramid shall have the right to terminate this Agreement without costobtain its own financing to ensure the construction and/or operation of the cement plant and/or the quarry, penaltyprovided that Fenway shall first be reimbursed by Pyramid and its stockholders for all of its costs and expenses, advances and loans to Pyramid or process any of law with a minimum of forty-eight (48) hours prior written notice its stockholders or officers to the Defaulting Partydate of Default. (d) If 12.5 In the Service Provider materially defaults in the observation or performance event of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies a material breach of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions terms of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid warranties, covenants and representations contained herein by either of the other provisions parties hereto it shall be open to the aggrieved party to seek its remedy in damages and it also shall be open to the parties to rescind the terms of this Agreement and of any right or remedy at law or in equity which upon the Parties may possess.terms as herein set forth. XXXXXXX XXXX - XXXXXX MEMORANDUM OF AGREEMENT --------------------------------------------------------------------------------

Default and Termination. (a) In the event that If either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- Non-defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) If the breach was not a Substantial Breach at the time such breach occurred; and (iiiunder Section 6.4(a) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of is a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (dc) If the Service Provider Operator materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider Operator to AHS on demand. (ed) The rights and remedies If AHS is reasonably of the Parties as set forth view that the Services performed by the Operator are either not in this Agreement are cumulative and shall in no way be deemed to limit any of accordance with the other provisions requirements of this Agreement or otherwise pose any unacceptable risks to deny the Parties safety of Clients receiving the Services, AHS may, without limiting any other remedy at law rights or in equity which the Parties may have under any law in effect remedy, immediately suspend performance of further Services at the date hereof or which may hereinafter be enacted or become effective, it being Facility on notice to the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessOperator.

Default and Termination. 7.1 The VIPP Supplier or ESB may by notice in writing to the other Party to the Agreement terminate the Agreement with effect from the date specified in the notice if ESB ceases to hold any necessary regulatory licence and/or statutory authority to be a counter party to Bilateral Contract Nominations made to the SSA by the VIPP Supplier in accordance with the terms of the Agreement and the Trading and Settlement Code. 7.2 ESB may by notice in writing to the VIPP Supplier terminate this Agreement with effect from the date specified in the notice if the VIPP Supplier ceases to be a Relevant Supplier. 7.3 A party to the Agreement (a) In the event that either Party (the “Non-defaulting First Party”) determines that may by notice in writing to the other Party party to the Agreement (the “Defaulting Party”) is terminate the Agreement with effect from the date specified in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give notice if: 7.3.1 the Defaulting Party fourteen fails to pay any amount due for payment to the First Party under the Agreement and such default continues unremedied after the expiry of ten (1410) days from Business Days after the day of written notification of date on which the breach for First Party has notified the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy of the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably.; (b) In the event that: (i) the Non-defaulting Party determines that 7.3.2 the Defaulting Party is in Material Breach and (where the breach pursuant is capable of remedy) the First Party has given notice to Section 3.3(athe Defaulting Party of the breach but the breach has not been remedied within ten (10) Business Days of such notification and (where the breach is not capable of remedy) the First Party has given notice of the breach to the Defaulting Party requiring an undertaking to the reasonable satisfaction of the First Party that the breach will not be repeated and specifying the steps the Defaulting Party will take to ensure compliance with the undertaking and the undertaking has not been given or has been breached within ten (10) Business Days of the notice having been given; or 7.3.3 the Defaulting Party: (a) is unable to pay its debts within the meaning of section 214 of the Companies Xxx 0000 (and a Party shall not be deemed to be unable to pay its debts if any demand for payment is being contested in good faith by the Party concerned with recourse to all appropriate measures and procedures) or if it enters into any voluntary scheme, agreement or arrangement (other than for the purpose of solvent reconstruction or amalgamation upon terms and within such period as may previously have been approved in writing by the First Party); (iib) has a receiver (which expression shall include an examiner within the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination meaning of the breach made by Companies Act 1990) appointed over the Non-defaulting Party, the provisions whole or any material part of Schedule H shall apply with respect to the dispute.its assets or undertaking; (c) In passes any resolution for winding-up; (d) becomes subject to an order by the event High Court for winding-up; (e) ceases to be a Relevant Supplier; or (f) ceases to be a party to the Trading and Settlement Code, Transmission Use of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law System Agreement or equity, have the right to terminate this Agreement without cost, penaltyDistribution Use of System Agreement. 7.3.4 anything analogous to, or process having a substantially similar effect to, any of law with a minimum of forty-eight (48) hours prior written notice the events or any circumstances specified in Clause 7.3.3 occurs in any jurisdiction in relation to the Defaulting Party. (d) If 7.4 ESB may by notice in writing to the Service Provider materially defaults VIPP Supplier terminate the Agreement with effect from the date specified in the observation or performance notice if in respect of any term or condition aspect of this Agreementthe Non Green VIPP Auction, and fails to remedy such default within including the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid conduct by the Service Provider to AHS on demand. (e) The rights and remedies Commission of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit auction or its implementation by ESB, any of the other following events occur: 7.4.1 enforcement action is commenced or threatened by the European Commission under the EC Treaty; 7.4.2 any finding by a court of competent jurisdiction in reliance on the EC Treaty and/or the Competition Acts 1991-6 to the effect that ESB is in breach of its obligations under such provisions or which has the effect of rendering the Agreement less commercially advantageous to ESB. 7.4.3 When the new Market Arrangements for Electricity come into effect. 7.4.4 If either party gives written notice following failure to agree to changes following a Change in Circumstance. 7.5 Where termination occurs under Xxxxxx 0, XXX shall, within ten (10) Business Days of a request by the VIPP Supplier repay to the VIPP Supplier any advance payments of Option Charges relating to the period after termination takes effect, as calculated under this Agreement or otherwise Clause, less any amount outstanding for unpaid Energy Charges relating to deny the Parties period before termination. ESB shall not be liable to the VIPP Supplier for any other remedy at law amounts in respect of compensation, cost, claim, expense or liability of any kind whatsoever suffered, incurred or claimed by the VIPP Supplier. The amount of the refund is calculated as follows: 7.5.1 for the Payment Period in equity which the Parties may have under any law termination takes effect, an amount equal to the Option Charges for the Payment Period, divided by the total number of Trading Days in effect at the date hereof or Payment Period and multiplied by the number of whole Trading Days remaining in the Payment Period after termination takes effect; and 7.5.2 if the VIPP Supplier has paid the Option Charges for the Payment Period commencing after the Payment Period in which may hereinafter be enacted or become effectivetermination has taken effect, it being the intent hereof then that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessamount.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) 21.1 In the event of a Substantial Breachbreach of any material provision of this Agreement by either Party, the Nonnon-defaulting breaching Party shall, without limiting any shall give the other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior Party written notice thereof, and: 21.1.1 if such material breach is for non-payment of amounts due hereunder pursuant to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance Section 3.1.15 of any term or condition of Attachment 8 to this Agreement, the breaching Party shall cure such breach within thirty (30) days of receiving such notice. The non-breaching Party shall be entitled to pursue all available legal and fails equitable remedies for such breach. Amounts disputed in good faith and withheld or set off shall not be deemed "amounts due hereunder" for the purpose of this provision. 21.1.2 if such material breach is for any failure to remedy perform in accordance with this Agreement, which, in the sole judgment of the non-breaching Party, adversely affects the non-breaching Party's subscribers, the non-breaching Party shall give notice of the breach and the breaching Party shall cure such default breach to the non-breaching Party's reasonable satisfaction within ten (10) days or within a period of time equivalent to the applicable interval required by this Agreement, whichever is shorter. If the breaching Party does not cure such breach within the period provided for hereinapplicable time period, AHS the non-breaching Party may, at its sole option, terminate this Agreement, or any parts hereof. The non-breaching Party shall be entitled, but not obligated, entitled to take pursue all available legal and equitable remedies for such steps as breach. Notice under this Section 21.1.2 may be available given electronically or desirable to remedy by facsimile, provided that a hard copy or original of such default, and all costs of AHS in that regard shall be paid notice is sent by the Service Provider to AHS on demandprepaid overnight delivery service. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties 21.1.3 if such material breach is for any other remedy at law or failure to perform in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.accordance with this

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is hereto shall otherwise materially breach, violate or fail to fully perform any provision contained in breach of any term or condition of this Agreement, unless the breach is a Substantial Breachnon-breaching Party may upon thirty (30) days written notice thereof, terminate this Agreement; provided, however, that the Non- defaulting Party shall give have the Defaulting Party fourteen right and opportunity to cure the default within said thirty (1430) days from the day of written notification of the breach for the Defaulting Party to remedy the breach period or if the breach such breach, violation or non-performance cannot reasonably be cured within a thirty (30) day period, to continue diligently and in good faith to effect such cure within such period, provided the Defaulting Party proceeds that, unless otherwise provided herein, in no event shall such opportunity to diligently remedy the default, cure exceed ninety (90) days after receipt of such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) notice. In the event that: that such breach, violation or non-performance is not cured within said thirty (i30) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made day period or any authorized extension thereof, then this Agreement may be terminated by the Non-defaulting Partynon- breaching party upon the expiration of such period. Notwithstanding termination, the provisions non- breaching Party shall be entitled to reimbursement for damages and costs, including reasonable attorneys’ fees arising as a result of Schedule H such breach. The City shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right be entitled to terminate this Agreement without costAgreement, penaltywith no obligation to Licensee, or process of law with a minimum of forty-eight (48) hours at any time prior written notice to April 1, 2017 if the City, in its sole discretion, is not satisfied the City will close on terms solely acceptable to the Defaulting Party. (d) If City, on the Service Provider materially defaults in the observation or performance of any term or condition of this AgreementCity Financing by April 1, 2017. City and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, Licensee also hereby acknowledge and agree that all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of entitlements granted under this Agreement to Licensee are expressly subject to the Parties as terms and conditions set forth in this Agreement are cumulative the documents relating to the City Financing. Licensee’s obligations hereunder have received necessary approvals from the South Atlantic League, the National Association of Professional Baseball Leagues and shall in no way be deemed to limit any the Office of the other provisions Commissioner of this Agreement or otherwise to deny Baseball for the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies design of the Parties shall supplement or be in addition to or in aid Stadium and for the relocation of the other provisions of this Agreement and of any right or remedy at law or in equity which team’s home field from Lake Xxxxxxxx Stadium to the Parties may possessStadium.

Default and Termination. (a) In the event that either a. A default shall exist under this Agreement if any Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is fails to perform or observe any material covenant contained in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- . Any non-defaulting Party shall give immediately notify the Defaulting defaulting Party fourteen (14) days from in writing upon becoming aware of any condition or event constituting a default. Such notice shall specify the day of written notification of nature and the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy existence thereof and what action, if any, the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Nonnon-defaulting Party determines that the Defaulting Party is in breach pursuant requires or proposes to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply require with respect to curing the disputedefault. b. If a default shall occur and continue after notice of such default has been given and such default has not been cured during the Notice Period (c) In the event of a Substantial Breachas defined below), the Nonany non-defaulting Party shallmay, without limiting at its option, except as otherwise expressly provided below in Section 9(d) or 10, pursue any other rights and all remedies it may have in law or equitybe entitled to, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law equity, in effect at the date hereof or which may hereinafter be enacted or become effectiveaccordance with Applicable Law, it being the intent hereof that such rights and remedies including enforcing specific performance of the Parties shall supplement or be in addition defaulting Party’s obligations hereunder, without the necessity of further notice to or demand upon the defaulting Party. The non-defaulting Party shall not, however, pursue remedies for as long as the defaulting Party proceeds in aid of good faith and with due diligence to remedy and correct the other provisions default, provided that the defaulting Party has commenced to cure such default following notice during the Notice Period, and provided further, that in no event shall failure to make monetary payments required under the terms of this Agreement be deemed reasonable justification to extend such opportunity to cure beyond the initial period. The term “Notice Period” means forty-five (45) days after delivery of written notice of default, or if such default is not reasonably susceptible of being cured within such 45-day period, then so long as the defaulting Party commences to cure the default within such 45-day period, the “Notice Period” shall extend for such longer period as the defaulting Party thereafter continues diligently to prosecute the cure of such default. Notwithstanding anything to the contrary contained herein, if the defaulting party is the TIRZ or the City, and such default concerns the failure of the TIRZ or the City to pay any right or remedy at law or in equity which amount due under this Agreement, the Parties may possessNotice Period for such monetary default shall be ten (10) days after delivery of written notice of default.

Default and Termination. It shall be an event of default ("EVENT OF DEFAULT") or a cause for termination hereunder if any one or more of the following events shall occur: (a) In the event that If either Party party (the “Non-defaulting Party”"DEFAULTING PARTY") determines that shall breach or fail to perform any term, covenant or condition contained in this Agreement; (b) If any Party shall voluntarily or involuntarily be dissolved; apply for or consent to the other Party (appointment of a receiver, trustee or liquidator of all or a substantial part of its assets; file a voluntary petition in bankruptcy or otherwise voluntarily avail itself of any federal or state laws for the “relief of debtors; admit in writing its inability to pay its debts as they become due; make a general assignment for the benefit of creditors; file a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law or file an answer admitting the material allegations of any petition filed against it in any bankruptcy, reorganization or insolvency proceeding; if an order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of any one or more creditors of such Defaulting Party”) is in breach , adjudicating it bankrupt or insolvent or approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of its assets, and such order, judgment or decree shall become final; or if within 60 days after the commencement of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give proceeding against the Defaulting Party fourteen seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future applicable federal, state or other bankruptcy or insolvency statute or law, such proceeding shall not have been dismissed; (14c) days from If Managing Agent shall assign or transfer by operation of law or otherwise all of its rights under this Agreement without first obtaining Owner's written approval; (d) If Managing Agent shall act outside the day authorities established hereunder; (e) Upon the occurrence of written notification an Event of Default, the breach for non-defaulting party ("NON-DEFAULTING PARTY") shall have the right to terminate this Agreement (i) if the Event of Default is non-monetary in nature and the Defaulting Party fails to remedy the breach or any such Event of Default within twenty (20) days after its receipt of notice of default; provided, however, that if the breach such Event of Default cannot reasonably be cured remedied within such said period, provided the Defaulting Party proceeds to diligently remedy the default, then such additional period of time as is may reasonably be required to remedy the breachsame will be granted to the Defaulting Party, as determined by if the Defaulting Party shall promptly commence and use its reasonable efforts to remedy the default upon receipt of the Non-defaulting Defaulting Party's notice and shall continue therewith with due diligence, acting reasonably. or (bii) In if the event that: (i) the Non-defaulting Party determines that Event of Default is monetary in nature and the Defaulting Party is does not cure such Event of Default within five (5) business days after its receipt of notice of such default. Notwithstanding the foregoing, in breach pursuant the event of the failure by Managing Agent to Section 3.3(a)remit to Owner the financial information within the control of Managing Agent reasonably necessary for Owner to file its Form 10-K or 10-KSB, and Form 10-Q with the Securities and Exchange Commission on a timely basis after five (5) business days prior written notice to Managing Agent detailing with specificity the information required and affording Managing Agent the opportunity to provide such information within such five (5) business day period, Owner shall have the right to terminate this Agreement immediately thereafter; (iif) Notwithstanding any provision contained herein to the breach was contrary, if after a Condemnation or Casualty, the Owner elects not to undertake a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination restoration of the breach made by the Non-defaulting PartyProject, the provisions of Schedule H Owner shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight penalty upon thirty (4830) hours days prior written notice to the Defaulting Party.Managing Agent; provided, however, if the Owner so elects to terminate this Agreement, the Managing Agent, if requested by the Owner, shall assist the Owner in completing and filing any claim forms required to be completed and filed, and in complying with any other procedures required to be complied with, in order to enable the Owner to receive any Condemnation award or insurance proceeds the Owner is entitled to receive in connection with any such Casualty or Condemnation, and the Owner shall pay the Managing Agent a reasonable fee, to be agreed upon between the Owner and the Managing Agent, for so assisting the Owner; (dg) If the Service Provider materially defaults in the observation or performance of any term or condition No termination of this Agreement, by operation of law or otherwise, shall relieve the parties hereto of their obligations hereunder accruing prior to the date of the termination of this Agreement, including, without limitation, any obligations to indemnify any person pursuant to Section 9 hereof; (h) Upon any termination of this Agreement, whether pursuant to Section 10, by operation of law or otherwise, the Managing Agent shall forthwith (i) surrender and fails deliver to remedy the Owner, or its designee, all Gross Proceeds of the Project and other monies of the Project on and in any Bank Account, including any amounts in the Bank Account, (ii) deliver to the Owner, or its designee, as received any monies which would be Gross Proceeds under this Agreement but received after such default within termination, (iii) deliver to the period provided Owner, or its designee, all materials and supplies, keys, contracts and documents, and such other accounting papers and records pertaining to this Agreement as the Owner, or its designee, shall request, including all books and records maintained for hereinthe Project, AHS and (iv) confirm the assignment to the Owner, or its designee, of any and all rights the Managing Agent may have in and to any existing contracts, licenses and permits relating to the operation and maintenance of the Project, as the Owner, or its designee, shall be entitledrequire. The Managing Agent hereby grants a power of attorney (coupled with an interest) to the Owner, but not obligatedor its designee, to take such steps as may be available or desirable to remedy such defaultendorse any checks received in connection with the Project, and hereby assigns to the Owner, or its designee, effective upon the date of such termination, any and all costs existing contracts, licenses and permits relating to the operation and management of AHS in that regard shall be paid by the Service Provider to AHS on demand.Project; (ei) The rights and remedies terms of the Parties as set forth in this Agreement are cumulative and Article shall in no way not be deemed to limit impair the right of any of the other provisions of this Agreement or otherwise party to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of exercise any right or remedy at law remedy, whether for damages, injunction, specific performance or otherwise, upon any breach or termination hereof; (j) Within fifteen (15) days of any termination of this Agreement, the Managing Agent shall render to Owner, or its designee, , a full accounting to the date of termination, of all monies received by the Managing Agent in equity which connection herewith; (k) This Agreement shall terminate upon thirty (30) days written notice to Managing Agent upon a sale of the Parties may possessProject.

Default and Termination. (a) In the event that either If a Party (the “Non-defaulting Party”) determines that fails to perform a material obligation under this Contract, unless based on a Force Majeure pursuant to Section 6, the other Party (the “Defaulting Party”) is may consider that Party to be in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- default. The non-defaulting Party shall give the Defaulting defaulting party written notice of such default and specify in writing a reasonable amount of time that is in no event less than 30 days during which the defaulting Party fourteen (14) days from has to cure such default or provide a cure plan. The amount of time to cure specified shall take into consideration the day of written notification gravity and nature of the breach for default. If a defaulting Party fails to cure the Defaulting default in the paragraph above, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of the contract. In the event of such termination, the defaulting Party will promptly return to remedy the breach or if non-defaulting Party any of its confidential information. If State is the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Nonnon-defaulting Party, acting reasonably. (b) In terminates this contract as permitted by this Paragraph and completes the event that: (i) work through a third party, State may, as its exclusive remedy recover from Contractor reasonable costs incurred to complete the Non-defaulting Party determines work to a capability not exceeding that specified in the Defaulting Party portion of the contract that serves as the basis for the default, less the unpaid portion of that work. State agrees to use reasonable efforts to mitigate such costs and to provide Contractor with invoices substantiating the charges. This Agreement depends upon the continued availability of appropriated funds and expenditure authority from the Legislature for this purpose. If for any reason the Legislature fails to appropriate funds or grant expenditure authority, or funds become unavailable by operation of law or federal funds reductions, this Agreement will be terminated by the State. Termination for any of these reasons is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made default by the Non-defaulting PartyState nor does it give rise to a claim against the State; however, Contractor shall be entitled to payment for all products and services ordered by the provisions of Schedule H shall apply with respect State prior to the disputeeffective date of such termination. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) 21.1 In the event of a Substantial Breachbreach of any material provision of this Agreement by either Party, the Nonnon‑breaching Party shall give the other Party written notice thereof, and: 21.1.1 if such material breach is for non‑payment of amounts due hereunder pursuant to Section 3.1.15 of Attachment 8 to this Agreement, the breaching Party shall cure such breach within thirty (30) days of receiving such notice. The non-defaulting breaching Party shallshall be entitled to pursue all available legal and equitable remedies for such breach. Amounts disputed in good faith and withheld or set off shall not be deemed “amounts due hereunder” for the purpose of this provision. 21.1.2 if such material breach is for any failure to perform in accordance with this Agreement, without limiting which, in the sole judgment of the non-breaching Party, adversely affects the non-breaching Party’s subscribers, the non-breaching Party shall give notice of the breach and the breaching Party shall cure such breach to the non-breaching Party’s reasonable satisfaction within ten (10) days or within a period of time equivalent to the applicable interval required by this Agreement, whichever is shorter. If the breaching Party does not cure such breach within the applicable time period, the non-breaching Party may, at its sole option, terminate this Agreement, or any parts hereof. The non-breaching Party shall be entitled to pursue all available legal and equitable remedies for such breach. Notice under this Section 21.1.2 may be given electronically or by facsimile, provided that a hard copy or original of such notice is sent by prepaid overnight delivery service. 21.1.3 if such material breach is for any other rights failure to perform in accordance with this Agreement, the breaching Party shall cure such breach to the non-breaching Party’s reasonable satisfaction within forty-five (45) days, and if it may have in law does not, the non-breaching Party may, at its sole option, terminate this Agreement, or equityany parts hereof. The non-breaching Party shall be entitled to pursue all available legal and equitable remedies for such breach. 21.2 In the event of any termination under this Section 21, USWC agrees to provide for an uninterrupted transition of services to CO-PROVIDER or another vendor designated by CO-PROVIDER. 21.3 Notwithstanding any termination hereof, the Parties shall continue to comply with their obligations under the Act to provide interconnection. 21.4 In the event of breach of any material provision of this Agreement by either party, the non-breaching party shall have the right to terminate this Agreement without cost, penalty, or process petition the Commission for relief. This right of law with a minimum of forty-eight (48) hours prior written notice recourse to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be Commission is in addition to or in aid of any other rights available to the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessparties.

Default and Termination. A. A party (a"breaching party") In shall be deemed to be in default of this Agreement upon one or both of the event that either Party (the “Non-defaulting Party”following conditions: 1) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of The breaching party fails to perform its obligations under this Agreement, unless and the breach breaching party fails to cure such failure within thirty (30) days after the breaching party’s receipt of written notice by the other party describing the nature and extent of the failed performance. However, if the occurrence of such failure to perform is a Substantial Breachdue to fire, earthquake, or other events reasonably beyond the control of the breaching party, the Non- defaulting Party non-breaching party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period grant a reasonable extension of time as is within which the breaching party may meet its obligations, the length of time for such extensions to be reasonably required to remedy the breach, as determined by the Nonnon-defaulting Partybreaching party; or 2) A party shall become bankrupt or insolvent, acting reasonablyor enters into liquidation, or has a receiver appointed and is thereby prevented from fulfilling its obligations. (b) In B. Upon the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination occurrence of either of the breach made by the Non-defaulting Partyforegoing conditions, the provisions of Schedule H non- breaching party shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written within 60 days after serving notice to the Defaulting Partybreaching party. Any adjudication of rights arising as a result of default under this Agreement shall be limited to a determination of monetary damages due. In the event of termination of this Agreement by the default of SPONSOR, SPONSOR’s liability for monetary damages shall be reduced to the extent COUNTY receives payment from a replacement sponsor or vendor for the right to sell advertising on the Promotional Panels during the period over which damages are calculated. Also, COUNTY and SPONSOR shall not be liable for any consequential damages that might accrue as a result of default or termination of this Agreement.‌ C. Neither party shall be held liable for any damages caused to the other by virtue of its failure to perform any obligation hereunder when said failure to perform is a result of a court order issued by court of competent jurisdiction. (d) If the Service Provider materially defaults D. The above actions granted to both parties in the observation or performance of any term or condition of this AgreementSection shall be in addition to, and fails to remedy such default within the period provided for hereinnot in lieu of, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The any other rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way to which either party may be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessentitled.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breachmaterial breach of a covenant contained in Section 8 or any other material default (hereinafter a "Default") under this Agreement, by Covanta or CPIH, the Party suffering from such Default (hereinafter the "Non-Defaulting Party") shall serve written notice to the Party in Default (hereinafter the "Defaulting Party") setting forth with reasonable particularity the nature of the alleged Default, and the specific remedy or performance sought by the Non-defaulting Defaulting Party shall(hereinafter the "Default Notice") of the Defaulting Party to cure the Default. The Defaulting Party shall have sixty (60) Business Days from its receipt of the Default Notice, without limiting any other rights it than a payment default, to either cure the Default or, if the Default is not capable of being cured within sixty (60) Business Days, to make substantial efforts and progress towards curing the Default. In the event that the Defaulting Party does not cure the Default or make substantial efforts and progress towards curing the Default within sixty (60) Business Days of its receipt of the Default Notice, then the Non-Defaulting Party may have deliver a second notice (hereinafter the "Notice of Service Termination") to the Defaulting Party informing the Defaulting Party that this Agreement has been terminated as of the Date of the Notice of Termination. Any notice served under this section 10 shall require the approval of the Board of Directors of CPIH or Covanta, as the applicable Non-Defaulting Party, and such approval shall be attached to such notice. Notwithstanding the foregoing, in law or equitythe event of a payment default by the CPIH Entities, Covanta shall have the right to terminate this Agreement without cost, penaltyin the event such payment default is not cured within fifteen (15) days following delivery of the Default Notice to CPIH; provided that it is expressly understood and agreed that CPIH's failure to reimburse any amounts pursuant to this Agreement as a result of the proviso in Section 4(a) hereof, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies provisions of the Parties CPIH Credit Facilities and/or the Intercreditor Agreement as set forth in this Agreement are cumulative and effect on the Effective Date shall in no way not be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.a Default

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) 12.1 In the event of a Substantial Breachmonetary default consisting of the failure to pay rent or other money due Landlord from Tenant, Tenant shall be in default immediately upon the Non-defaulting Party shallday such payment is due and not made, without limiting subject to Landlord's compliance with Section 4.2 herein. In addition to any other rights it remedy, Landlord may have exercise a remedy of terminating this Ground Lease in law or equity, have the right to terminate this Agreement without cost, penalty, or process event of law with a minimum of forty-eight monetary default thirty (4830) hours prior days after Landlord gives written notice of Tenant's monetary default if such default is not fully cured within such thirty 12.2 In the event of a default other than a monetary default, either party shall be deemed to be in default and subject to termination upon the expiration of thirty (30) days from the receipt of written notice from the other party specifying the particulars in which the party has failed to perform the obligations of this Ground Lease, unless that party, prior to the Defaulting Partyexpiration of said thirty (30) days, has rectified the particulars specified in the notice. However, such party shall not be in default if such failure cannot be rectified within the thirty (30) day period, provided such default will not cause the loss of any of the governmental permits, licenses or approvals authorizing operations on the Leased Premises, and provided such party is using good faith and commercially reasonable efforts to rectify the particulars. (d) If the Service Provider materially defaults in the observation or 12.3 The failure of a party to insist upon a strict performance of any term of the terms, conditions and covenants herein shall not be deemed a waiver of any rights or condition of this Agreementremedies that said party may have, and fails to remedy such shall not be deemed a waiver of any subsequent breach or default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative terms, conditions and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possesscovenants herein contained.

Default and Termination. 9.1 Other than as provided under clauses 4.2, clause 9.2, and clause 9.4 of this Agreement or as mutually agreed by the Parties to terminate this Agreement, neither Party shall arbitrarily and unilaterally terminate this Agreement. For the avoidance of doubt, this Agreement shall not be terminated for any reason after Closing. 9.2 If before Closing, a Party is in material breach of obligations, liability, undertaking, representation or warranty on its part under this Agreement which results in a Material Adverse Effect and, where that breach is capable of remedy, it is not remedied to the other Party’s satisfaction during a reasonable remedy period for sixty (60) days, the non-breaching Party may elect not to complete the transaction contemplated herein by giving notice to the breaching Party to terminate this Agreement and Clause 9.3 shall apply. 9.3 If this Agreement is terminated: (a) except for this paragraph (a) and the Retained Provisions, all the provisions of this Agreement shall lapse and cease to have effect; and (b) neither the lapsing of this paragraph (a) and the Retained Provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of any party in respect of Losses for non-performance of any obligation under this Agreement falling due for performance prior to such lapse and cessation. 9.4 In the event that either Party the Debt Financing is not able to be drawn down within twelve (12) months from the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial BreachClosing, the Non- defaulting Party Purchaser shall give have right to request the Defaulting Party fourteen (14) days from Seller to purchase Equity Interest and the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H Seller shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without costrequest the Purchaser to sell the Equity Interest, penaltytogether with all rights attaching to it and free from any Encumbrance at a purchase price or sale price which will result in an IRR of 10% in respect of the Purchase Price paid by the Purchaser (the Buyback), or process of law with a minimum of forty-eight (48) hours prior written notice provided that the Equity Transfer shall be restored to the Defaulting Party. (d) If status of the Service Provider materially defaults in the observation or performance of any term or condition signing of this Agreement. The Seller and the Purchaser shall enter into necessary documents, complete all necessary approvals, filings or registrations with any Government Authority and fails take other necessary actions to remedy such default within complete the period provided for hereinBuyback. Upon the completion of the Buyback, AHS this Agreement shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, terminated and all costs of AHS in that regard clause 9.3 shall be paid by the Service Provider to AHS on demandapply. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. If (a) either Party hereto shall fail to perform any of the material covenants or obligations imposed upon it by virtue of this Contract (except where such failure shall be excused under any of the provisions of this Agreement by the other Party’s failure to perform or except where other termination remedies have been established under this Agreement), or (b) in the event the Company invokes force majeure and such force majeure is not corrected within **** days of the notice of such force majeure, then in such event the other Party may, at its option, terminate this Contract by proceeding as follows: the Party not in default shall cause a written notice to be served upon the Party in default, stating specifically the cause for terminating this Contract and declaring it to be the intention of the Party giving the notice to terminate the same; whereupon, the Party in default shall have thirty (30) days after receipt of the aforesaid notice within which to remedy or remove the cause or causes of default stated in the notice of termination and if, within said period of thirty (30) days, the Party in default does so remedy and remove such cause or causes, and fully indemnifies the Party not in breach for any direct damages actually incurred as the proximate result of said breach, then such notice shall be nullified and this Contract shall continue in full force and effect. In the event that either the Party (in default does not so remedy and remove the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach cause or causes of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, or does not fully indemnify the Party giving the notice for such additional Party’s actual direct damages proximately resulting from such breach within said period of time as is reasonably required to remedy thirty (30) days, then this Contract shall terminate after the breach, as determined by expiration of said period and the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is not in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H default shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without costseek recovery of its actual damages as provided by law; provided, penaltyhowever, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy that if such default within the period provided for herein, AHS shall be entitled, remedied but not obligated, no indemnification therefor has been made due to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of a bona fide dispute between the Parties as set forth to the amount thereof, then this Contract shall not terminate, but the Party not in this Agreement are cumulative default shall have the right to seek recovery of its actual damages as provided by law. Notwithstanding any provision to the contrary in the Statement of Conditions or the General Terms and shall in no way be deemed to limit Conditions, any of the other provisions termination for breach of this Agreement or otherwise to deny the Parties any other remedy at law or Contract shall be carried out strictly in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of accordance with this Agreement and of any right or remedy at law or in equity which the Parties may possesssection.

Default and Termination. 6.1 If the Interim Settlement Agreement to which the Capacity Holder is a party terminates, then (aunless expressly agreed otherwise by the parties) In the event that either Party this Agreement terminates forthwith. 6.2 A party (the “Non-defaulting "First Party”") determines that may by notice in writing to the other Party party (the “"Defaulting Party”") is terminate this Agreement with effect from the date specified in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, notice in the Non- defaulting Party shall give circumstances set out in Clause 6.3. If the Defaulting Party fourteen (14) days from is the day of written notification Capacity Holder, Xxxxx may, in the alternative or in addition, give the Capacity Holder notice suspending the right of the breach for Capacity Holder to use the Defaulting Party to remedy Units of Contracted Capacity until it gives a further notice lifting the breach suspension or if the breach cannot reasonably be cured within such period, terminating this Agreement provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event thatthat where Xxxxx has: (i) suspended the Nonright of the Capacity Holder to use Units of Contracted Capacity pursuant to this Clause and the Capacity Holder is no longer a ‘Defaulting Party’ for the purposes of this Clause 6; and‌ (ii) Xxxxx has entered into a contract with a third party for the sale of such Units of Contracted Capacity, then the period of suspension shall be extended until the contract referred to in sub-defaulting paragraph (ii) above has been terminated or expired. 6.3 The circumstances referred to in Clause 6.2 are: 6.3.1 the Defaulting Party determines that fails to pay any amount which is not the subject of a bona fide dispute due for payment to the First Party under this Agreement and such default continues unremedied after the expiry of 10 Business Days after the date on which the First Party has notified the Defaulting Party of the default; or 6.3.2 the Defaulting Party is in Material Breach and: (i) (where the breach pursuant is capable of remedy) the First Party has given notice to Section 3.3(a);the Defaulting Party of the breach but the breach has not been remedied within 28 Business Days of such notification; or (ii) (where the breach was is not a Substantial Breach at capable of remedy) the time such First Party has given notice of the breach occurred; and (iii) to the Defaulting Party disputes requiring an undertaking to the determination reasonable satisfaction of the First Party that the breach made by will not be repeated and specifying the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to steps the Defaulting Party. (d) If Party will take to ensure compliance with the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, undertaking and fails to remedy such default that undertaking has not been given within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies 28 Business Days of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement notice or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effectivehaving been given, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.has been breached; or

Default and Termination. 10.1 If either party hereto shall fail to perform any of the covenants or obligations imposed upon it by virtue of this Contract (aexcept where such failure shall be excused under any of the provisions hereof), then in such event the other party may, at its option, terminate this Contract by proceeding as follows: the party not in default shall cause a written notice to be served upon the party in default, stating specifically the cause for terminating this Contract and declaring it to be the intention of the party giving the notice to terminate the same; whereupon, the party in default shall have thirty (30) days after receipt of the aforesaid notice in which to remedy or remove the cause or causes of default stated in the notice of termination and if, within said period of thirty (30) days, the party in default does so remedy and remove said cause or causes, and fully indemnifies the party not in default, then such notice shall be nullified and this Contract shall continue in full force and effect. In the event the party in default does not so remedy and remove the cause or causes of default, or does not fully indemnify the party giving the notice for such party's actual damages as a result of such default within said period of thirty (30) days, then this Contract shall become null and void from and after the expiration of said period; provided, however, that either Party (if such default be remedied but no indemnification therefor has been made due to a bona fide dispute between the “Non-defaulting Party”) determines that parties as to the other Party (amount thereof, then this Contract shall not terminate, but the “Defaulting Party”) is party not in default shall have the right to seek recovery of its actual damages as provided by law. Any termination for breach of this Contract shall be carried out strictly in accordance with this section. Nothing in this Section 10.1 shall be construed to limit in any term or condition way the remedies available to either party for breach of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach Contract except for the Defaulting Party right to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablyterminate. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach 10.2 Any cancellation of this Contract pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H this Article X shall apply with respect be without prejudice to the disputeright of the party not in default to collect any amounts then due it and without waiver of any other remedy to which the party not in default may be entitled. (c) 10.3 In the event of a Substantial Breachtermination, the Non-defaulting Party shall, without limiting any other rights it may have in law cancellation or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition expiration of this AgreementContract and, upon such occurrence, there is gas in storage for Customer's account, this Contract shall continue in force and fails to remedy such default within effect for the period provided sole purpose of withdrawal and delivery of and payment for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs storage services of AHS in that regard shall be paid by the Service Provider to AHS on demandsaid gas for an additional ninety (90) days. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that ‌‌ 3.1 A party may terminate this Agreement at any time by written notice to the other Party party (the “Defaulting Party”) is in breach if any of the following apply: (1) the Defaulting Party fails to carry out any term or condition provision of this Agreement, unless the breach failure is a Substantial Breach, the Non- defaulting Party shall give capable of remedy and the Defaulting Party fourteen does not remedy that failure within a reasonable time after written notice to the Defaulting Party requiring it to be remedied; (142) days from the day Defaulting Party fails to carry out any material provision of written notification this Agreement and the failure is not capable of remedy; (3) the Defaulting Party fails to carry out any provision of any agreement to which both it and another party to this Agreement are parties, in existence or entered‌ into after this agreement, the failure is capable of remedy and the Defaulting Party does not remedy that failure within a reasonable time after notice to the Defaulting Party by that other party requiring it to be remedied; (4) execution or other process of a court or authority or distress is levied for an amount exceeding $10,000 upon any of the breach Defaulting Party’s property and is not satisfied, set aside or withdrawn within 10 Business Days after its issue; (5) an order for payment is made or judgment for an amount exceeding $10,000 is entered or signed against the Defaulting Party which is not satisfied within 10 Business Days; (6) any other event occurs or circumstance arises which, in the reasonable opinion of a party to this Agreement, is likely materially and adversely to affect the ability of the Defaulting Party to perform all or any of its joint or several obligations under or otherwise to comply with the terms of this Agreement or an agreement referred to in clause 3.1(3); (7) the Defaulting Party suspends payment of its debts; (8) it becomes unlawful for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided perform its obligations under this Agreement; (9) where the Defaulting Party proceeds to diligently remedy is a body corporate: (a) the default, such additional period of time as is reasonably required to remedy Defaulting Party becomes an externally-administered body corporate under the breach, as determined by the Non-defaulting Party, acting reasonably.Corporations Xxx 0000; (b) In steps are taken by any person towards making the event that:Defaulting Party an externally-administered body corporate; (ic) a controller (as defined in section 9 of the Non-defaulting Corporations Act 2001) is appointed of any of the property of the Defaulting Party determines that or any steps are taken for the appointment of a controller; (d) the Defaulting Party is in breach pursuant taken to Section 3.3(a); (ii) have failed to comply with a statutory demand within the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination meaning of section 459F of the breach made by the Non-defaulting PartyCorporations Xxx 0000, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand.or (e) The rights and remedies a resolution is passed for the reduction of capital of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed Defaulting Party or notice of intention to limit any propose such a resolution is given, without the prior written consent of the other provisions parties to this Agreement. 3.2 On termination of this Agreement or otherwise to deny under this clause 3 each party retains the Parties rights it had against the other party in respect of any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effectivepast breach, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to any other rights, powers or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessremedies provided by law.

Default and Termination. 5.1 Subject to Section 5.2 below, either party shall be entitled to terminate this Agreement if the other party fails to comply with any of its material obligations thereunder and does not cure such failure to comply within thirty (a30) days (or start curing such failure within such time period if it is not possible to cure within thirty (30) days) of receiving written notice thereof from the other party to this Agreement. 5.2 In the event that either Party any party to this Agreement is unable to perform or comply with its obligations hereunder by reason of the occurrence of an event or circumstance (the a “Non-defaulting PartyForce Majeure”) determines that the other Party such party proves: (the “Defaulting Party”i) is in breach beyond its reasonable control; (ii) could not reasonably have been foreseen at the time of any term or condition the conclusion of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and and (iii) the Defaulting Party disputes effects of which could not reasonably have been avoided or overcome by such party, acting in a commercially reasonable manner, including, without limiting the determination generality of the breach made foregoing, floods, earthquakes, hurricanes and tornadoes, strikes or other labour disputes, riots, fires, insurrections, terrorism, civil commotions, invasions, explosions, epidemics or pandemics or act of God; provided that lack of finances or inability to perform due to the financial condition of either party shall not constitute Force Majeure, then the party affected by the Non-defaulting Force Majeure (the “Affected Party, the provisions ”) may give notice of Schedule H shall apply with respect such Force Majeure to the dispute. other party to this Agreement and the Affected Party’s obligations (cother than payment obligations) under this Agreement shall be suspended for the duration of the Force Majeure and such Affected Party shall not be liable for any liabilities, damages, losses, payments, costs, expenses to or incurred by the other parties in respect or relating to such Force Majeure and such Affected Party’s failure to so perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. The Affected Party shall work promptly and diligently towards resuming to perform its obligations hereunder. In the event of a Substantial Breachthat the Force Majeure prevents the Affected party to perform and comply with its obligations under this Agreement for more than one (1) year, the Non-defaulting Party shall, without limiting any other rights it party may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior upon written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreementother parties, and fails no party will be liable for any liabilities, damages, losses, payments, costs, expenses or other claims related to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demandtermination. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) In the event that 9.1 If either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party hereto shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party fail to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit perform any of the other covenants or obligations imposed upon it by virtue of this Contract (except where such failure shall be excused under any of the provisions of this Agreement or otherwise except where other termination remedies have been established under this Agreement), then in such event the other Party may, at its option, terminate this Contract by proceeding as follows: the Party not in default shall cause a written notice to deny be served upon the Party in default, stating specifically the cause for terminating this Contract and declaring it to be the intention of the Party giving the notice to terminate the same; whereupon, the Party in default shall have thirty (30) days after receipt of the aforesaid notice within which to remedy or remove the cause or causes of default stated in the notice of termination and if, within said period of thirty (30) days, the Party in default does so remedy and remove such cause or causes, and fully indemnifies the Party not in breach, then such notice shall be nullified and this Contract shall continue in full force and effect. In the event the Party in default does not so remedy and remove the cause or causes of default, or does not fully indemnify the Party giving the notice for such Party's actual damages as a result of such breach within said period of thirty (30) days, then this Contract shall terminate after the expiration of said period; provided, however, that if such default be remedied but no indemnification therefor has been made due to a bona fide dispute between the Parties as to the amount thereof, then this Contract shall not terminate, but the Party not in default shall have the right to seek recovery of its actual damages as provided by law. Notwithstanding any provision to the contrary in the Statement of Conditions or the General Terms and Conditions, any termination for breach of this Contract shall be carried out strictly in accordance with this section. 9.2 Any cancellation of this Contract pursuant to the provisions of this Article IX shall be without prejudice to the right of the Party not in default to collect any amounts then due it and without waiver of any other remedy at law or in equity performance to which the Parties Party not in default may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessentitled.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of The IT Vendor may terminate this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of Agreement by 90 days’ prior written notification of the breach for the Defaulting Party notice to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablyeRx. (b) In eRx may terminate this Agreement immediately without any liability to the event thatIT Vendor whatsoever on written notice to the IT Vendor: (i1) if the Non-defaulting Party determines that the Defaulting Party DOHAC Contract expires or is in breach pursuant to Section 3.3(a);terminated; or (ii2) the breach was not if it is required to do so in order to comply with any direction from or request given by a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the disputeRegulator. (c) In Either party may terminate this Agreement at any time by written notice to the event other party if the other party: (1) becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration; or (2) is unable to pay its debts within the meaning of the Corporations Act or the entity is taken to have failed to comply with a Substantial Breach, statutory demand within the Non-defaulting Party shall, without limiting any other rights it may have meaning of section 459F of the Corporations Act. (a) (d) This remainder of this clause applies if: (1) a party commits a breach of this Agreement; and (2) the party not in law or equity, have breach proposes to terminate this Agreement. (b) (e) The party not in breach must: (1) give to the right party in breach written notice that the party not in breach proposes to terminate this Agreement without costbecause of the breach; and (2) notify the party in breach of what the party not in breach requires to be done to remedy the breach; and (3) allow the party in breach 30 Business Days to remedy the breach. (c) (f) If the breach is remedied in accordance with clauses 153(b)(2) and (3), penalty, or process the party not in breach must not terminate the Agreement because of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Partythat breach. (d) If the Service Provider materially defaults in the observation (g)The obligation to give a notice pursuant to clause 153(b)(2) applies to any breach irrespective of whether it is capable of being rectified or performance of any term or condition of this Agreement, and fails to remedy such default corrected within the period provided for herein, AHS shall be entitled, but not obligated, of 30 Business Days referred to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demandtherein. (e) The rights and remedies of the Parties as set forth in Either party may terminate this Agreement are cumulative and shall in no way be deemed at any time by written notice to limit any of the other provisions if either party commits an Insolvency Event. (f) (h) For the avoidance of doubt if this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be is terminated then in addition to or in aid of any other consequences that may flow from such an occurrence all IT Vendor’s licence and usage rights granted under this Agreement shall immediately end. (g) (i) Termination under this clause 1315 does not relieve the other provisions parties of: (1) their respective obligations as to any unterminated portions of this Agreement Agreement; or (2) any obligations owing by one party to the other, and remaining unperformed, prior to the relevant date of any right or remedy at law or in equity which the Parties may possesstermination.

Default and Termination. (a) In addition to other events or circumstances permitting the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition termination of this Agreement, unless this Agreement may be terminated, without any penalty or further liability, as follows: (i) by either party, upon a breach or default of any covenant or term hereof by the other party, which breach or default is not cured within thirty (30) days of the breaching party’s receipt of written notice thereof from the non-breaching party; provided, however, that if efforts to cure such breach are commenced within such thirty (30) day period and are thereafter diligently prosecuted to completion, such period shall be extended for a Substantial Breachperiod of time not to exceed six (6) months, and further provided that the Non- defaulting Party cure period for any monetary default shall give the Defaulting Party fourteen be thirty (1430) days from the day of written notification defaulting party’s receipt of the breach other party’s written notice of payment delinquency; (ii) by XXXXXX, upon thirty (30) days prior written notice to LESSOR, in the event that the Leased Premises become technologically unsuitable, in XXXXXX’s opinion, for LESSEE’s Telecommunications Facilities for reasons including, but not limited to, unacceptable radio signal interference and any addition, alteration, or new construction on, adjacent to, or in the vicinity of the Leased Premises and/or the Property that blocks, either partially or totally, transmission or receiving paths; (iii) by XXXXXX, upon thirty (30) days prior written notice to XXXXXX, in the event that any Governmental Approval that LESSEE considers to be necessary or convenient for the Defaulting Party construction, operation, maintenance, reconstruction, modification, addition to, or removal of the Telecommunications Facilities is not, in LESSEE’s sole discretion, reasonably obtainable or maintainable in the future; (iv) by XXXXXX, upon thirty (30) days prior written notice to remedy XXXXXX, in the breach or if event that the breach cannot reasonably Leased Premises cease to be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time economically viable as is reasonably required to remedy the breach, a telecommunications site (as determined by LESSEE in its sole business judgment); and (v) by XXXXXX, upon thirty (30) days prior written notice to XXXXXX, if any Hazardous Substance (as defined in Section 13 below) is or becomes present on the Non-defaulting Party, acting reasonablyProperty in violation of any Environmental Laws (as also defined in Section 13 below) to the extent that such is not caused by XXXXXX. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made Except as expressly limited by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default a party’s termination hereof as the result of a breach thereof by the other party that is not cured within the applicable period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative Section 10(a) shall be in addition to, and shall not in no way be deemed lieu of, any and all remedies available to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy terminating party, whether at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessequity.

Default and Termination. (a) In the event that If this Agreement expires or is terminated by either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of party, for any term or condition of this Agreementreason, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party Distributor will immediately pay all sums due and owing to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablySMS. (b) In the event that: Either party may terminate this Agreement, with or without cause, on thirty (i30) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect days written notice to the disputeother party. (c) In the event If Distributor fails to pay any sum of a Substantial Breachmoney due and owing under this Agreement within ten (10) days of written notice thereof from SMS, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, SMS shall have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written further notice to Distributor. If either party breaches any of the Defaulting Party. (d) If the Service Provider materially defaults in the observation terms, conditions or performance of any term or condition provisions of this Agreement, and fails to remedy cure such default breach within thirty (30) days after written notice thereof, the period provided for herein, AHS other party shall be entitled, but not obligated, have the right to take such steps as terminate this Agreement without any further notice. (d) This Agreement may be available immediately terminated by SMS if: (i) Distributor violates any of the conditions of Section 5.4; (ii) Distributor shall cease business, file for bankruptcy, be adjudged bankrupt or desirable insolvent or commit any other act of bankruptcy; (iii) there is a sale or transfer, whether by operation of law or otherwise, of the direct or indirect control of Distributor; or (iv) there is an attempt by Distributor to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demandassign this Agreement or any right or obligation hereunder without SMS's prior written consent. (e) The rights In the event of a party's uncured breach of this Agreement, the non-breaching party may, in addition to the right to withhold its performance under and/or terminate this Agreement, avail itself of all other rights, remedies and causes of action available at law, in equity or otherwise, against such party for damages as a result of such breach. Unless otherwise provided in this Agreement, remedies of the Parties shall be cumulative and there shall be no obligation to exercise a particular remedy. (f) Except as set forth below in Section 5.7 (g), upon expiration or termination of this Agreement are cumulative and Agreement, Distributor shall in no way be deemed immediately return to limit any SMS, at Distributor's expense, all Products not fully paid for by the Distributor, all demonstration copies of the Product, all Documentation and all Product brochures, marketing collateral and materials, together with a certified statement by a duly authorized officer of Distributor stating that all such Demonstration Products and materials and any other provisions confidential information of SMS have been returned to SMS. (g) In the event of any termination of this Agreement (other than termination by SMS under Sections 5.7 (c) or otherwise (d) above), Distributor shall be entitled to deny the Parties distribute, for a period not to exceed ninety (90) days, any other remedy at law or Products already paid for and held in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies its inventory as of the Parties shall supplement termination date, subject to its continuing compliance with all terms of this Agreement, including, but not limited to, the requirements of Section 3. (h) Any expiration or be in addition to or in aid of the other provisions termination of this Agreement shall not prejudice, limit or restrict any other rights or remedies either party may have arising prior to such expiration or termination. SMS shall be under no obligation to refund any amounts paid to SMS by Distributor for any undistributed Products held by Distributor upon any expiration or termination of this Agreement. (i) In addition to this Section 5.7, Sections 5.4, 5.5, 5.6 and 5.8 shall survive termination of any right or remedy at law or in equity which the Parties may possessthis Agreement.

Default and Termination. Section 9.01. This Agreement may be terminated by Licensor either (x) as to a given territory within the Territory (where the relevant events relate to said Territory) or (y) generally (where the relevant events relate generally to all countries and territories within the Territory or to the Agreement as a whole), upon written notice to Licensee, at any time solely upon the following: (a) In if the event that either Party Licensee materially breaches this Agreement and such breach (the “Non-defaulting Party”) determines that the alone or in combination with any other Party (the “Defaulting Party”) is in breach of any term or condition breaches by Licensee of this Agreement) causes Damage to the Licensor DTV Marks or to Licensor and its Affiliates, unless the and in either case, fails to cure such material breach within sixty (60) days after receiving written notice thereof; provided, however, if such breach is a Substantial Breachnot curable within sixty (60) days, Licensor shall not terminate this Agreement so long as Licensee uses good faith reasonable efforts to cure such breach; provided, further, that, notwithstanding the Non- defaulting Party shall give the Defaulting Party fourteen foregoing proviso, regardless of Licensee’s good faith reasonable efforts, Licensor may terminate this Agreement one hundred and eighty (14180) days from the day after Licensee receives written notice of written notification of the such material breach for the Defaulting Party to remedy the if such material breach or if the breach canhas not reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably.been cured; or (b) In the event that: with immediate effect, if Licensee (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); becomes insolvent, (ii) becomes subject to any involuntary proceedings seeking reorganization, receivership or rearrangement under laws relating to insolvency or bankruptcy that remain uncontested by Licensee for a period of sixty (60) days or where a final order is made requiring the breach was not a Substantial Breach at the time such breach occurred; and liquidation, dissolution or winding up of Licensee’s business, (iii) makes an assignment for the Defaulting Party disputes benefit of creditors, or (iv) begins the determination liquidation, dissolution or winding up of its business. Without limiting the foregoing, Licensee shall promptly notify Licensor in writing upon any of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the disputeforegoing (i) through (iv). Section 9.02. This Agreement may be terminated by Licensee for any reason or no reason upon thirty (c30) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior days’ written notice to the Defaulting PartyLicensor. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) In Xxxxx University may terminate the Contract without cause at any time upon thirty (30) days’ advance written notice to Supplier, in which event Supplier will be entitled to payment of an amount that either Party (will compensate Supplier for any goods accepted or services satisfactorily performed in accordance with the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days Contract from the day of written notification time of the breach last payment date to the termination date; provided, that, Supplier has delivered or performed all such goods or services to Xxxxx University for which payment is made. Notwithstanding any provision in the Defaulting Party Contract to remedy the breach or if the breach cancontrary, Xxxxx University will not reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy pay or reimburse Supplier for any goods delivered, services performed, or expenses incurred by Supplier after the breach, as determined date of the termination notice that could have been avoided or mitigated by the Non-defaulting Party, acting reasonablySupplier. (b) In the event that: (i) of a material failure by a party to the Non-defaulting Party determines that Contract to perform in accordance with the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination terms of the breach made by the Non-defaulting PartyContract (a “default”), the provisions other party may terminate the Contract upon thirty (30) days’ advance written notice of Schedule H shall apply with respect termination setting forth the nature of the material failure; provided, that, the material failure is through no fault of the terminating party. Termination will not be effective if the material failure is fully cured prior to the disputeend of the thirty-day period. (c) In If Supplier fails to cure any default within fifteen (15) days of receiving written notice of the event of a Substantial Breachdefault, Xxxxx University will be entitled (but not obligated) to cure the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, default and will have the right to terminate this Agreement without costoffset against all amounts due to Supplier under the Contract, penalty, or process of law including but not limited to any and all reasonable expenses incurred in connection with a minimum of forty-eight (48) hours prior written notice to the Defaulting PartyXxxxx University’s curative actions. (d) If Termination will not relieve Supplier from liability for any default or breach under the Service Provider materially defaults in the observation Contract, or performance any other act or omission of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demandSupplier. (e) The rights and remedies If Xxxxx University will make pre-payments to Supplier under the Contract, Supplier will within thirty (30) days of termination of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed Contract reimburse Xxxxx University all fees paid by Xxxxx University to limit any of the other provisions of this Agreement Supplier that were (i) not earned by Supplier prior to termination, or otherwise (ii) for goods or services that Xxxxx University did not receive from Supplier prior to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possesstermination.

Default and Termination. (a) 6.1 Time is of the essence to this Agreement. In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) party is in breach of any term of the terms, conditions or condition covenants of this Agreement, unless the breach is a Substantial BreachAmendment or any orders under this Amendment, the Non- defaulting Party party shall give initiate corrective action to remedy such breach or default or provide the Defaulting Party fourteen affected party a schedule acceptable to the nonbreaching party for correcting such breach or default within ten (1410) days from after the day giving of written notification of notice to the breach for defaulting party thereof by the Defaulting Party to remedy nonbreaching party. In the event the breach or if default is not corrected within thirty (30) days after the breach cannot reasonably be cured within such period, provided giving of written notice to the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined defaulting party thereof by the Non-defaulting Partynonbreaching party or within the agreed upon schedule, acting reasonablywhichever is later, then, in addition to its right to pursue all other rights and remedies at law, equity or otherwise, the nonbreaching party shall have the right to cancel this Amendment and/or any such orders in whole or in part without charge, obligation or liability whatsoever, except as to payment for Material already accepted by Xxxx Atlantic prior to such notice pursuant to the FSN Agreement. 6.2 The parties agree that the clause in the Agreement entitled "Termination of Purchase Order" shall apply only to purchase orders terminated by Company for convenience and without cause. 6.3 In the event this Amendment is terminated due to the termination of the FSN Agreement and the FSN Agreement is terminated for cause or reasons not attributable to Supplier, Company shall pay to Supplier as its sole liability: (a) The invoiced amount for any Material ordered and shipped to Company prior to the date of notice of termination; (b) In The invoiced amount for any [Services] ordered by and performed for Company prior to the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a)date of notice of termination; (iic) The invoiced amount for the breach was not a Substantial Breach at remaining portion of the time such breach occurred[********************************] (as of the date of notice of termination); and (iiid) Amounts required to be paid under Section 4.4. 6.4 Notwithstanding anything contained in Section 6.3 to the Defaulting Party disputes contrary, Company shall not be liable to pay for any Material or Services under Sections 6.3(a), 6.3(b), or 6.3(c) that are not accepted by Xxxx Atlantic in accordance with the determination of acceptance procedures set forth in the breach made FSN Agreement. 6.5 The parties acknowledge that there are several clauses in the Agreement which require matters to be referred to the Executive Team for resolution before a party can exercise rights under such clause. Such clauses include, by example and not limitation, "Later Delivery/Liquidated Damages and Cancellations." Notwithstanding anything contained in the Non-defaulting PartyAgreement to the contrary, the provisions of Schedule H shall apply with respect parties agree that, except as expressly required in this Amendment, referral to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting Executive Team shall not be required for either party to exercise any other rights it may have in law right or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, Amendment; it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition only prerequisites to or in aid of the other provisions of this Agreement and exercise by either party of any right or remedy at law under this Amendment shall be the express notice, cure period, or other conditions or requirements set forth in equity which this Amendment. 6.6 In the Parties may possessevent either party shall be in default or breach of this Amendment, the parties agree that they will cause the Executive Team to attempt, in good faith, to resolve the situation within a reasonable period of time given the circumstances (however, in no event to exceed ten (10) calendar days). In the event the Executive Team is unable to resolve the situation within such period of time, the parties will retain all legal rights and remedies. 6.7 Nothing in this Article 6 shall entitle Company to manufacture Material or Parts or to purchase Material or Parts from any source other than Supplier, except as provided in the Agreement or Article 5 of this Amendment.

Default and Termination. (a) In The following events shall constitute events of default under this Agreement: (i) The filing by a party of a petition in bankruptcy, insolvency or for reorganization under the event that either Party bankruptcy laws of the United States or under any insolvency act of any state, the dissolution of a party, or a party making an assignment for the benefit of creditors; (ii) The taking of the “Lease or the Non-defaulting Party”Export Water or any part thereof by execution or other process of law or the subjection of the Lease or the Non-Export Water or any part thereof to attachment, which attachment is not discharged or disposed of within sixty (60) determines that days after the other Party levy thereof; (iii) The institution against a party of involuntary proceedings under any such bankruptcy law or insolvency act or for dissolution, or the “Defaulting Party”appointment of a receiver or trustee for all or substantially all of the property of a party, which proceeding is not dismissed or receivership or trusteeship is not vacated within sixty (60) is days after such institution or appointment; or (iv) The material default in breach the performance of any term material term, covenant or condition in this Agreement which default shall continue and not be cured for a period of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen thirty (1430) days from after written notice specifically setting forth the day of written notification nature of the breach for default has been given by the Defaulting Party non-defaulting party to remedy the breach defaulting party, or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as more than thirty (30) days is reasonably required to remedy cure such matter complained of, if the breach, as determined by defaulting party shall fail to commence to correct the Non-defaulting Party, acting reasonably. same within said thirty (30) day period and shall thereafter fail to prosecute the same to completion with reasonable diligence. - 16 - (b) In If an event of default shall occur, then the event that: non-defaulting party may, at its option, without any prejudice to any other remedies it may have, (i) terminate this Agreement upon giving written notice of termination to the Nondefaulting or breaching party, and, if Rangeview is the non-defaulting Party determines that party, at its option, exercise its rights under Section 14.4, and/or (ii) commence an action for specific performance of the Defaulting Party is in obligations of the defaulting party and/or damages proximately caused by the default or breach and its costs and reasonable attorneys’ fees (including costs incurred to cure such default pursuant to Section 3.3(a14.3(c); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute). (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) In the event that either Party (the 11.1 A party shall “Non-defaulting Party”) determines that default” under this Agreement if it makes any material misrepresentation to the other Party (the “Defaulting Party”) is party in breach of any term or condition of connection with this Agreement, unless the breach is a Substantial Breachor breaches or fails to perform any of its representations, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach warranties or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablycovenants contained in this Agreement. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right 11.2 If either party desires to terminate this Agreement without costbecause it believes the other to be in default hereunder, penalty, or process of law the former party shall provide the other with a minimum of forty-eight (48) hours prior written notice to specifying in reasonable detail the Defaulting Party. (d) nature of such default. If the Service Provider materially defaults default is not curable or has not been cured within ten (10) days after delivery of that notice (or such additional reasonable time as the circumstances may warrant provided the default is curable and the party in default undertakes diligent, good faith efforts to cure the observation or performance of any term or condition of default within such ten (10) day period and continues such efforts thereafter), then the party giving such notice may terminate this Agreement and/or exercise the remedies available to such party pursuant to this Agreement, and fails subject to remedy the right of the other party to contest such default within action though appropriate proceedings. Notwithstanding the period foregoing, neither party shall have any right to cure such party’s wrongful failure to consummate this transaction, as provided for herein, AHS on the Closing Date. The remedy of terminating this Agreement in accordance with this Section shall not be entitledexclusive of any other rights which a party may have to terminate this Agreement under any other provisions hereof, but not obligatedor of any other rights or remedies which a party may otherwise have under this Agreement, to take such steps as may be available or desirable to remedy such defaultany other agreement or instrument, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The which rights and remedies of shall be cumulative. 11.3 If a lawsuit is filed by Xxxxxxx or PSIS or any Seller pursuant to the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions terms of this Agreement or otherwise Section 11, the prevailing party in the litigation shall be entitled to deny payment by the Parties any losing party of attorneys’ fees, costs and other remedy at law or expenses reasonably incurred by the prevailing party in equity which filing and prosecuting the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possesslawsuit.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) a party to this Agreement is in breach of any term or condition Material Default of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party nondefaulting party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without costand/or seek the other remedies as provided for herein. A Material Breach shall exist when a party fails to perform as is provided for in this Agreement, penaltyincluding but not limited to undertaking acts which are prohibited by this Agreement or failing to undertake acts which are required by this Agreement or when a party voluntarily files for a bankruptcy or insolvency proceeding or is adjudged as bankrupt in an involuntary bankruptcy proceeding. If either party in the performance of this Agreement commits a Material Default, the other party shall be entitled to give notice of default specifying in reasonable detail the default of the other party and the actions necessary for the defaulting party to cure the default. If the defaulting party thereafter does not cure the default within thirty days of receipt of notice of default (or process the first failure to accept post office delivery of law with or pick up the notice of default after notice from the applicable post office) or submit the matter to arbitration as is provided for in this Agreement to determine whether a minimum of fortydefault is in evidence, the non-eight (48) hours prior written defaulting party shall be entitled to terminate this Agreement and/or take such other action provided for herein by notice to the Defaulting Party. (d) If the Service Provider materially defaults defaulting party. The remedies set forth herein for events of default are cumulative with rather than in the observation or performance lieu of legal and equitable remedies otherwise available. A party's pursuit of any term or condition of remedy provided in this AgreementAgreement does not preclude that party from pursuing other remedies, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as whether set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at authorized by law or in equity which and the Parties may non-defaulting party shall have under any law in effect at the date hereof or which may hereinafter right to seek such legal and equitable remedies as might be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition available to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessit.

Default and Termination. ‌ (a) In the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a);; and (ii) the breach was not a Substantial Breach at the time such breach occurred; andand CPSM COPY (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions Parties shall resolve any such dispute in accordance with the dispute resolution mechanism as set out in Section 9.3 of Schedule H shall apply with respect to the disputethis Agreement. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. (a) In the event that either Without prejudice to any other of Party’s rights, a Party (First Party) may by notice immediately terminate this Agreement if the “NonBreaching Party: commits any serious or persistent breach of this Agreement; is guilty of any wilful misconduct or wilful neglect in the discharge of its duties under this Agreement; fails, within 14 days after receipt of written notice, to remedy any default in performance under this Agreement; or seeks relief under any bankruptcy or insolvency law or is the subject of liquidation or winding up proceedings, receivership, bankruptcy or similar, other than for the purpose of and followed by a reconstruction, amalgamation or re-defaulting organisation. Upon receipt of a notice of termination the Breaching Party must: stop work as specified in the notice; take all available steps to minimise loss resulting from that termination and to protect the First Party”’s Confidential Information; return to the First Party or destroy, as directed by the First Party, any documents originating from the First Party which embody any First Party Confidential Information and must not keep any copies in any form, with the exception of one copy of same, which may be retained in safe custody (as may be specified by the First Party) determines for insurance and record purposes only; and upon request certify that any documents not returned to the First Party have been destroyed in accordance with clause 11.2(c). Each Party acknowledges that damages may be an insufficient remedy for a breach by that Party of this Agreement in relation to protecting Confidential Information and that the other Party (may be entitled to injunctive or other relief as the “Defaulting Party”) is in breach circumstances may require. Notwithstanding other provisions of any term or condition of this Agreementclause 11, unless the breach is a Substantial Breach, the Non- defaulting Party shall give not be entitled to exercise its rights and remedies upon the Defaulting Party fourteen (14) days from the day of written notification default of the breach for other Party if that default: is caused by an act or event that is beyond the Defaulting Party to remedy the breach reasonable control of that other Party; or if the breach canwas not reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach foreseeable at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as was fully executed. This Agreement may be available or desirable to remedy such default, and all costs of AHS terminated by mutual agreement in that regard shall be paid by writing between the Service Provider to AHS on demandParties. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possess.

Default and Termination. Section 13.1 Unless otherwise provided herein, a Party shall be in default if (ai) except as otherwise provided in this Agreement, if it discontinues or abandons the construction, ownership, or operation of the Fiber System prior to the end of the Agreement Term; or (ii) a Party breaches any term or provision of this Agreement. Section 13.2 In the event that either Party (of a default, the “Nonnon-defaulting Party”) determines that Party must provide written notice of such default including reasonable detail, and an opportunity to cure the other Party default within thirty (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (1430) days from after receipt of such notice. Notwithstanding the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach foregoing, when a default cannot reasonably be cured within such thirty (30) day period, provided the Defaulting time for curing such default shall be extended for a period no longer than sixty (60) days from the date of the receipt of the default notice if the Party proceeds promptly to diligently remedy cure the default with due diligence. Section 13.3 Upon the failure by the defaulting Party to cure any default in accordance with the preceding Section, the non-defaulting Party may (i) take such action as they determine, in their sole discretion, to be necessary to correct the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); and (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting pursue any other rights it legal remedies they may have in under this Agreement, applicable law or equity, have principles of equity relating to such breach. When pursuing the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition dispute resolution remedies under Section 14 of this Agreement, and fails the timelines therein may run concurrently with timelines in this section 13 if a party notifies the other party in writing that it intends to remedy such default within run the period provided timelines concurrently. Section 13.4 Notwithstanding the provisions of this Section, the expiration or termination of this Agreement shall not affect the rights or obligations of either Party hereto with respect to any payment for hereinrights, AHS shall be entitledshared Costs, but not obligatedor services incurred prior to the date of termination, or pursuant to take such steps as may be available or desirable to remedy such defaultthe Sections of this Agreement entitled Indemnification, Limitation of Liability, Insurance, Taxes, and all costs of AHS in that regard shall be paid by the Service Provider Confidentiality with respect to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed matters or claims arising or accruing prior to limit expiration or termination hereof, or pursuant to any of the other provisions of this Agreement or otherwise that, by their sense and context, are intended to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions survive termination of this Agreement Agreement. Section 13.5 If a factfinder later determines that a default proceeding under this Section 13 was technically ineffective, but reflected a material failure of performance by either party, the arbitrator or court may nevertheless conclude that the contract was terminated and assign rights, obligations, and responsibilities accordingly. Provided, that any such ruling must to the greatest extent feasible be structured to prevent clawback or forfeiture of any right Program grants funds, and each party may be required to take such actions as is most likely to prevent such clawback or remedy at law or in equity which the Parties may possessforfeiture.

Default and Termination. (a) In 11.1 Without prejudice to Article 11.3, in the event that either of a breach by a Party of its obligations under the Grant Agreement or this Agreement the Co-ordinator shall upon decision of the Steering Committee issue a notice by registered letter in accordance with Article 6.7 (g) of this Agreement requiring the “Nonbreach to be remedied. The Co-defaulting Party”ordinator shall give a copy of the notice to the Commission. 11.2 If the breach is irremediable or is not remedied within thirty (30) determines that calendar days of the other date of receipt by the Party concerned or if any of the events enumerated in article II.38.1 of Xxxxx XX (General Conditions) to the “Grant Agreement occur, the Co-ordinator shall, if so decided by the Governing Board as per Article 5.8, request the Commission to terminate the Grant Agreement with respect to the Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is Commission has already done so. 11.3 This Agreement shall be deemed terminated with respect to a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from on the day of written notification termination of the breach for the Grant Agreement with respect to such Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such periodParty, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably. (b) In the event always that: (i) without prejudice to any other rights of the Non-defaulting Party determines that other Parties in those circumstances, the rights and licences granted to the Defaulting Party is in breach by the other Parties pursuant to Section 3.3(a)the Grant Agreement or this Agreement shall cease immediately but the rights and licences granted by the Defaulting Party to the other Parties and their sub-contractors shall remain in full force and effect; (ii) the breach was not Project Share and Project Work of the Defaulting Party shall be re- assigned to a Substantial Breach at Party or Parties (who agree(s) to be bound by this Agreement), are selected by the time such breach occurred; andGoverning Board and acceptable to the Commission, preferably to one or more of the remaining Parties; (iii) the Defaulting Party disputes shall be liable and indemnify the determination other Parties for all resulting additional direct cost incurred by them including any reasonable direct cost increase (if any) resulting from the re-assignment of the breach made by the Non-defaulting Defaulting Party, the provisions of Schedule H shall apply with respect to the dispute's Project Work. (civ) In the event of a Substantial Breach, the Non-defaulting Party shall, such termination is without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice prejudice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at 's liabilities accrued until the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possesstermination.

Default and Termination. The following shall constitute an event of default on the part of LBT or TNBM5 (the “Party” or “Parties”, as the case may be): (a) In the event that either Party (the “NonIf LBT and/or TNBM5 is under any dissolution or winding-defaulting Party”) determines that the up or liquidation or reorganisation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablyproceedings. (b) In If LBT abandons the construction of the New Additional Conveyor Line and fails to resume construction related activities within a reasonable period of time agreed to by TNBM5, and LBT shall be treated as having abandoned the construction of the New Additional Conveyor Line if it fails to perform a material part of the aforesaid construction for a continuous period of more than three (3) months. (c) The consent conditions or any licence, approval or permit of any government entity, if relevant or required by law, for LBT to perform its obligations under the JTUA 3 shall not be given, or if given, shall not be renewed or is otherwise terminated, revoked or withdrawn and LBT shall have exhausted all available administrative or legal appeals for the issue, reissue or reinstatement of such consent, licence, approval or permit as the case may be. (d) The availability of the Jetty and the New Additional Conveyor Line are not operative for a consecutive period of forty five (45) days and LBT fails to deliver Coal (by any other means as it shall elect at its sole and absolute discretion) in such quantity so as to meet TNBM5's despatch requirements under the PPA taking into consideration the Coal stockpile of TNBM5. (e) If LBT and/or TNBM5 fails to comply with or operate in conformity with any of its respective material obligations under the JTUA 3 and such failure is not cured for a period of one hundred and eighty (180) days after receipt by LBT or TNBM5 of written notice of such failure from the other Party. (f) If the Jetty and New Additional Conveyor Line are not available within a period of one hundred and eighty (180) days from 1 October 2016. (g) If TNBM5 fails to make payment of the Facility Payments, Base Operating Payments and/or Tonnage Payments due and payable under the JTUA 3 for an amount exceeding RM8 million or the total invoiced amount for three (3) months, whichever is the higher within sixty (60) days of notice of non-payment from LBT of such non-payment. If any of the above events of default occurs other than Section 2.1(iv)(e) above, the non-defaulting Party may terminate the JTUA 3 by giving fourteen (14) days’ written notice to the other Party. If an event of default occurs due to Section 2.1(iv)(e) above cannot be cured with the exercise of reasonable diligence for a period of one hundred and eighty (180) days after receipt by TNBM5 or LBT of written notice of such failure by the other Party, then that period shall be extended by a further period of one hundred and eighty (180) days. If the event thatof default remains uncured at the end of such further period, then the non- defaulting Party may terminate the JTUA 3 immediately by written notice to the other Party. The right of termination shall be in addition to all other rights and remedies available to the non-defaulting Party, at law or in equity for breach of the JTUA 3 by the other Party. Such rights and remedies may include compensation in the form of monetary damages, injunctive relief and specific performance. Subject to the prior rights of LBT's financiers: (i) if TNBM5 terminates the NonJTUA 3 as a result of an event of default by LBT under Section 2.1(iv)(c) or (d), TNBM5 shall have the option but not the obligation, to purchase the New Additional Conveyor Line and all facilities, equipment, buildings and improvements comprised in the Jetty on an “as-defaulting Party determines is-where-is” basis for fair market value as determined and certified by an independent reputable valuer to be agreed between the Parties. TNBM5 shall exercise its option by giving LBT written notice to that effect within a period of sixty (60) days from the Defaulting Party is in breach pursuant date of written notice of termination to Section 3.3(a);LBT; or (ii) if LBT terminates the breach was not JTUA 3 as a Substantial Breach at result of an event of default by TNBM5, LBT may require TNBM5 to purchase the time such breach occurredJetty and the New Additional Conveyor Line by giving written notice to TNBM5 within a period of sixty (60) days from the date of written notice of termination to TNBM5, in which event, TNBM5 shall be obliged to purchase the Jetty (as defined herein) and the New Additional Conveyor Line in the same manner set out in (i) above; andor (iii) if TNBM5 terminates the Defaulting Party disputes JTUA 3 as a result of any other event of default by LBT save and except for those set out under Section 2.1(iv)(c) or (d), TNBM5 shall have the determination option but not the obligation, to purchase the New Additional Conveyor Line on an “as-is-where-is” basis in the same manner as set out in (i) above and LBT agrees that TNBM5 shall be granted a licence to use all necessary facilities at the Jetty for the sole purpose of unloading Coal for the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect onward conveyance to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right delivery point subject to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, such terms and fails to remedy upon such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps conditions as may be available or desirable to remedy such default, mutually agreed between the Parties save and all costs of AHS in except that regard TNBM5 shall be paid by liable to pay rates similar to the Service Provider to AHS on demand. (e) The rights and remedies of the Parties then prevailing Tonnage Payments as set forth out in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessJTUA 3.

Default and Termination. 19.1 A Party will be in default under this agreement and/or any applicable Order if that Party fails to perform or observe any obligation or term contained in this agreement and/or the Order to be performed or observed by that Party (Defaulting Party). 19.2 Subject to clause 21.2(b), where performance or observance of an obligation or term of this agreement and/or any applicable Order is in dispute, a Party may terminate this agreement and/or any applicable Order immediately by notice in writing to the Defaulting Party if the Defaulting Party fails to remedy its breach and does not contest the Notice of Dispute within thirty (30) Business Days (or any other date agreed on in writing between the Parties) after receiving a Notice of Dispute related to the breach. 19.3 Notwithstanding anything in this clause 19, a Party may terminate this agreement and/or any applicable Orders immediately by notice in writing to the other Party if: (a) In the event that either a Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach breaches any of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party its obligations relating to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably.Intellectual Property Rights; (b) In a Party breaches any of its obligations in clause 11 in respect of the event thatParties’ Confidential Information. 19.4 Immediately following termination or expiry of this agreement and/or any applicable Order: (ia) the Non-defaulting Parties must cease and desist from using the other Party’s brand or any xxxx that is substantially identical with, or deceptively similar to, the other Party’s brand and must, at the concerned Party’s election, destroy or deliver to the other Party determines that all material (in whatever form or medium) bearing or comprising the Defaulting Party is brand possessed by or in breach pursuant to Section 3.3(a)the control of such Party; (iib) Licensee must cease and desist from using, and deliver to the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination Licensor, all copies of the breach made by Materials possessed by, or in the Non-defaulting Partycontrol of, the provisions of Schedule H shall apply with respect to the dispute.Licensee; (c) In Recipient must cease and desist from using, and deliver to the event Discloser, all copies of a Substantial Breachmaterial containing Confidential Information (including Methodology Know-how and Client’s and Prospect’s information) possessed by, or in the control of, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party.Recipient; (d) If Licensee shall cease and desist from using the Service Provider materially defaults in Methodology and deliver to the observation Licensor, all copies of material containing or performance of any term or condition of this Agreement, and fails to remedy such default within embodying the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand.Methodology; (e) Parties shall comply with any requirements relating to the use and/or commercialisation of Improvements and Deliverables set out in clause 9. 19.5 For the purposes of clause 19.4(c), material containing Confidential Information includes any material created or generated by a Party that contains Confidential Information, material in any form of storage from which the Confidential Information can be reproduced and material in any form in which the Confidential Information is embodied or encoded. 19.6 Within 10 Business Days of termination or expiry of this agreement: a. Each Party may request in writing a written statement from the other Party certifying that its actions taken in relation to clauses 19.4 have been carried out and completed. The concerned Party must deliver that written statement to the other Party as soon as reasonably possible following the receipt of such request; 19.7 Notwithstanding termination of the agreement and/or any applicable Order, the Licensee remains liable to pay the Licensor the GTPL Services Fee and Charges in respect of GTPL Services delivered, accepted and undisputed prior to the termination of the agreement. 19.8 Termination of this agreement will be without prejudice to the rights and remedies obligations of the Parties as set forth in this Agreement are cumulative prior to termination. 19.9 Clauses 1 ,9, 11, 13, 16, 17.2, 19.4, 19.5, 19.6, 19.7 and shall in no way be deemed to limit any of the other provisions 19.8 survive termination or expiry of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessagreement.

Default and Termination. 17.1 To the extent permitted by law, in the event that the Buyer: (a) In fails to make any payment which pursuant to the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) Contract it is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party required to make and fails to remedy the that breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds 3 days after being requested by XXXXXXXXX to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably.do so; (b) In commits or allows to be committed any breach or non-observance of any of the event thatother obligations on its part to be performed and/or observed under the Terms, and fails to remedy or take effective action to remedy that breach or non-observance, so far as reasonably practicable, within 7 days after being requested by ENCOPARTS to do so; or (c) prior to the payment of (as relevant) all or the remainder of the Price: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant unable to Section 3.3(a)pay its debts when they fall due; (ii) threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvent administration; (iii) enters into any negotiations for any arrangement or composition with its creditors; (iv) being a company, goes into liquidation, whether voluntary or compulsory, or has a receiver or receiver and manager or administrator appointed, or an application is made for the breach was Buyer to be wound up; or (v) ceases or threatens to cease to carry on business, then ENCOPARTS may: (d) terminate the Contract without providing prior notice to the Buyer; or (e) retake possession of the Goods to the value of the unpaid portion of the Price. The Buyer hereby irrevocably authorises XXXXXXXXX to enter the premises on which the Goods are located for the purpose of retaking possession of the Goods. Where the Goods are located on the property of any third party, the Buyer must obtain pre-approval from the third party or parties for irrevocable access for any reason. 17.2 The termination of the Contract does not a Substantial Breach affect or prejudice any rights of ENCOPARTS which have accrued prior to the termination, whether under the Contract or any written or unwritten law. ENCOPARTS’ exercise of its rights under this clause does not affect or limit its ability to exercise any other rights under the Contract or any written or unwritten law. 17.3 If the Buyer defaults in any of its obligations under the Contract, including its obligation to pay for the Services, then all amounts unpaid as at the time such breach occurreddate of that default will immediately become due and payable. 17.4 Either Party may, in its absolute discretion and for any reason whatsoever, cancel or terminate the Contract, or any part of it (including any order), by giving the other Party 30 days’ prior written notice. 17.5 If the Buyer cancels or terminates the Contract, or any part of it (including any order), under clause 1 7. 4 , the Buyer must pay to ENCOPARTS as compensation for termination: (a) the Price for any Goods already delivered and Services (or part thereof) already completed; (b) the cost of any, parts, components and materials ordered by ENCOPARTS which it is liable to accept and cannot reasonably avoid or cancel; (c) any Loss arising due to the cancellation or termination of third party contracts including contract break-costs, cancellation fees and necessary redundancies; and (iiid) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Partyreasonable demobilisation costs and any additional transport, the provisions of Schedule H shall apply with respect to the disputefreight, handling, packaging, consumables (fluids), insurance or maintenance costs. (c) 17.6 In the event of a Substantial Breachthe Contract is terminated pursuant to clauses 17.1(d) or 17.4, the Non-defaulting Party shall, without limiting Buyer will forfeit any other rights it may have advance payment or payments by way of deposit paid in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies respect of the Parties as set forth Price in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessaccordance with clause 8.2.

Default and Termination. (a) In XXXXX UNIVERSITY may terminate the Contract without cause at any time upon thirty (30) days’ advance written notice to Supplier, in which event Supplier will be entitled to payment of an amount that either Party (will compensate Supplier for any goods accepted or services satisfactorily performed in accordance with the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days Contract from the day of written notification time of the breach last payment date to the termination date; provided, that, Supplier has delivered or performed all such goods or services to XXXXX UNIVERSITY for which payment is made. Notwithstanding any provision in the Defaulting Party Contract to remedy the breach or if the breach cancontrary, XXXXX UNIVERSITY will not reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy pay or reimburse Supplier for any goods delivered, services performed, or expenses incurred by Supplier after the breach, as determined date of the termination notice that could have been avoided or mitigated by the Non-defaulting Party, acting reasonablySupplier. (b) In the event that: (i) of a material failure by a party to the Non-defaulting Party determines that Contract to perform in accordance with the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination terms of the breach made by the Non-defaulting PartyContract (a “default”), the provisions other party may terminate the Contract upon thirty (30) days’ advance written notice of Schedule H shall apply with respect termination setting forth the nature of the material failure; provided, that, the material failure is through no fault of the terminating party. Termination will not be effective if the material failure is fully cured prior to the disputeend of the thirty-day period. (c) In If Supplier fails to cure any default within fifteen (15) days of receiving written notice of the event of a Substantial Breachdefault, XXXXX UNIVERSITY will be entitled (but not obligated) to cure the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, default and will have the right to terminate this Agreement without costoffset against all amounts due to Supplier under the Contract, penalty, or process of law including but not limited to any and all reasonable expenses incurred in connection with a minimum of forty-eight (48) hours prior written notice to the Defaulting PartyXXXXX UNIVERSITY’s curative actions. (d) If Termination will not relieve Supplier from liability for any default or breach under the Service Provider materially defaults in the observation Contract, or performance any other act or omission of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demandSupplier. (e) The rights and remedies If XXXXX UNIVERSITY will make pre-payments to Supplier under the Contract, Supplier will within thirty (30) days of termination of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed Contract reimburse XXXXX UNIVERSITY all fees paid by XXXXX UNIVERSITY to limit any of the other provisions of this Agreement Supplier that were (i) not earned by Supplier prior to termination, or otherwise (ii) for goods or services that XXXXX UNIVERSITY did not receive from Supplier prior to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possesstermination.

Default and Termination. (a) In ‌ 10.1 Without limiting either of the event that either Party’s rights under this Agreement, at Law or otherwise, a Party (the “Non-defaulting First Party”) determines that may by notice immediately terminate this Agreement if the other Party (the “Defaulting Breaching Party”): (a) is in commits a material breach of any term or condition of this AgreementAgreement and, unless the where such breach is a Substantial Breachcapable of remedy, the Non- defaulting Party shall give the Defaulting Party fourteen (14) fails, within 14 days from the day after receipt of written notification of the breach for the Defaulting Party notice, to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonably.; or (b) In is guilty of any wilful misconduct or wilful neglect in the event thatdischarge of its duties under this Agreement and fails to remedy this misconduct or neglect within [insert suitable timeframe] days after receiving notice of the wilful misconduct or wilful neglect from the NDIA; or (c) subject to the Breaching Party complying with any requirements in the Corporations Act 2001 (Cth), seeks relief under any bankruptcy or insolvency law or is the subject of liquidation or winding up proceedings, receivership, bankruptcy or similar, other than for the purpose of and followed by a reconstruction, amalgamation or re-organisation. 10.2 Upon receipt of a notice of termination the Breaching Party must: (ia) stop work as specified in the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a)notice; (iib) take all available steps to minimise loss resulting from that termination and to protect the breach was First Party’s Confidential Information; (c) return to the First Party or destroy, as directed by the First Party, any documents originating from the First Party which embody any First Party Confidential Information and must not a Substantial Breach at keep any copies in any form, with the time such breach occurredexception of one copy of same, which may be retained in safe custody (as may be specified by the First Party) for insurance and record purposes only; and (iiid) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect upon request certify that any documents not returned to the disputeFirst Party have been destroyed in accordance with clause 10.2(c). (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without 10.3 Without limiting any other rights it or remedies the NDIA may have in law or equityhave, have the right to NDIA may terminate this Agreement without costfor any reason, penaltyby giving [insert short form name] at least [insert suitable number of days noting period of research project] days’ notice by email. In this case, the NDIA will not be liable for any loss of profit or process of law any other loss, damage, cost or expense in connection with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessits termination.

Default and Termination. (a) In Upon notice to the Licensee, Licensor may terminate this Agreement immediately upon dispatch of such notice in the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach circumstances listed below: i. Licensee modifies the System to Licensor’s material detriment; ii. Licensee fails to cure any error to Licensor’s material detriment; iii. Materially breaches its obligations under this or any other Agreement with Licensor; iv. Licensee is not compliant with applicable laws and regulations; v. Licensee defaults on the payment of any sum of money due under this Agreement or any other agreement between Licensor and Licensee beyond the fifth (5th) day after it shall become due; or vi. if Licensor determines or believes in its sole judgment that: (i) there exists any actual or potential defect in the System which materially impairs the reliability, credibility or integrity of the operation thereof, (ii) continuing to provide the System pursuant to this Agreement would infringe upon the intellectual property rights of any third party, or (iii) the System has been or may be used by Licensee for the Defaulting Party to remedy the breach any illegal transaction or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablyunlawful purpose. (b) In Either party may terminate this Agreement, upon notice to the event that: (i) other party, if: i. the Non-defaulting Party determines that the Defaulting Party is in breach pursuant other party materially fails to Section 3.3(a); (perform or comply with this Agreement or any provision hereof; ii) the breach was not . all or a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination substantial portion of the breach made assets of the other party are transferred to an assignee for the benefit of creditors, to a receiver or to a trustee in bankruptcy; or iii. a proceeding is commenced by or against the Non-defaulting Partyother party for relief under applicable bankruptcy, the provisions of Schedule H shall apply with respect to the disputereceivership or similar laws and such proceeding is not dismissed within sixty (60) days. (c) In Notwithstanding the event of a Substantial Breachabove, the Non-defaulting Party shall, without limiting any other rights it each party may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written at any time upon notice to the Defaulting Party. (d) If other party subject to the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as following: i. Licensor may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in terminate this Agreement are cumulative and shall in no way be deemed at any time upon thirty (30) days notice to limit any of the other provisions of Licensee; or ii. Licensee may terminate this Agreement or otherwise at any time upon a ninety (90) days notice to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessLicensor.

Default and Termination. (a) In the event that either Party (the “Non-defaulting Party”) determines that 13.1 A party may terminate this agreement at any time by written notice to the other Party party (the “Defaulting Party”) is in breach if any of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give following apply: (1) the Defaulting Party fourteen fails to carry out any provision of this agreement, the failure is capable of remedy and the Defaulting Party does not remedy that failure within a reasonable time after written notice to the Defaulting Party requiring it to be remedied; (142) days from the day Defaulting Party fails to carry out any material provision of written notification this agreement and the failure is not capable of remedy; (3) the Defaulting Party fails to carry out any provision of any agreement to which both it and another party to this agreement are parties, in existence or entered into after this agreement, the failure is capable of remedy and the Defaulting Party does not remedy that failure within a reasonable time after notice to the Defaulting Party by that other party requiring it to be remedied;‌ (4) execution or other process of a court or authority or distress is levied for an amount exceeding $10,000 upon any of the breach Defaulting Party’s property and is not satisfied, set aside or withdrawn within 10 Business Days after its issue; (5) an order for payment is made or judgment for an amount exceeding $10,000 is entered or signed against the Defaulting Party which is not satisfied within 10 Business Days; (6) any other event occurs or circumstance arises which, in the reasonable opinion of a party to this agreement, is likely materially and adversely to affect the ability of the Defaulting Party to perform all or any of its joint or several obligations under or otherwise to comply with the terms of this agreement or an agreement referred to in clause 13.1(3); (7) the Defaulting Party suspends payment of its debts; (8) it becomes unlawful for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided perform its obligations under this agreement; (9) where the Defaulting Party proceeds to diligently remedy is a body corporate: (a) the default, such additional period of time as is reasonably required to remedy Defaulting Party becomes an externally-administered body corporate under the breach, as determined by the Non-defaulting Party, acting reasonably.Corporations Xxx 0000; (b) In steps are taken by any person towards making the event that:Defaulting Party an externally-administered body corporate; (ic) a controller (as defined in section 9 of the Non-defaulting Corporations Act 2001) is appointed of any of the property of the Defaulting Party determines that or any steps are taken for the appointment of a controller; (d) the Defaulting Party is in breach pursuant taken to Section 3.3(a); (ii) have failed to comply with a statutory demand within the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination meaning of section 459F of the breach made by the Non-defaulting PartyCorporations Xxx 0000, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand.or (e) The rights and remedies a resolution is passed for the reduction of capital of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed Defaulting Party or notice of intention to limit any propose such a resolution is given, without the prior written consent of the other provisions parties to this agreement. 13.2 On termination of this Agreement or otherwise to deny agreement under this clause 12 each party retains the Parties rights it had against the other party in respect of any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effectivepast breach, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to any other rights, powers or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessremedies provided by law.

Default and Termination. (a) In addition to other events or circumstances permitting the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition termination of this Agreement, unless this Agreement may be terminated, without any penalty or further liability, as follows: (i) by either party, upon a breach or default of any covenant or term hereof by the other party, which breach or default is not cured within thirty (30) days of the breaching party’s receipt of written notice thereof from the non-breaching party; provided, however, that if efforts to cure such breach are commenced within such thirty (30) day period and are thereafter diligently prosecuted to completion, such period shall be extended for a Substantial Breach, period of time not to exceed six (6) months; and further provided that the Non- defaulting Party cure period for any monetary default shall give the Defaulting Party fourteen be thirty (1430) days from the day of written notification defaulting party’s receipt of the breach other party’s written notice of payment delinquency; (ii) by LESSEE, upon thirty (30) days prior written notice to LESSOR, in the event that the Leased Premises become technologically unsuitable, in LESSEE’s opinion, for LESSEE’s Telecommunications Facilities for reasons including, but not limited to, unacceptable radio signal interference and any addition, alteration, or new construction on, adjacent to, or in the vicinity of the Leased Premises and/or the Property that blocks, either partially or totally, transmission or receiving paths; (iii) by LESSEE, upon thirty (30) days prior written notice to LESSOR, in the event that any Governmental Approval that LESSEE considers to be necessary or convenient for the Defaulting Party construction, operation, maintenance, reconstruction, modification, addition to, or removal of the Telecommunications Facilities is not, in LESSEE’s sole discretion, reasonably obtainable or maintainable in the future; (iv) by LESSEE, upon thirty (30) days prior written notice to remedy LESSOR, in the breach or if event that the breach cannot reasonably Leased Premises cease to be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time economically viable as is reasonably required to remedy the breach, a telecommunications site (as determined by LESSEE in its sole business judgment); and (v) by LESSEE, upon thirty (30) days prior written notice to LESSOR, if any Hazardous Substance (as defined in Section 13 below) is or becomes present on the Non-defaulting Party, acting reasonablyProperty in violation of any Environmental Laws (as also defined in Section 13 below) to the extent that such is not caused by LESSEE. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made Except as expressly limited by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition of this Agreement, and fails to remedy such default a party’s termination hereof as the result of a breach thereof by the other party that is not cured within the applicable period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies of the Parties as set forth in this Agreement are cumulative Section 10(a) shall be in addition to, and shall not in no way be deemed lieu of, any and all remedies available to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy terminating party, whether at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and of any right or remedy at law or in equity which the Parties may possessequity.

Default and Termination. (a) In 10.1 If any party breaches any of the event that either Party (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term material terms or condition conditions of this Agreement, unless the party claiming such breach is may serve the alleged breaching party with a Substantial Breachnotice of breach specifying the acts or omissions creating such alleged breach. If the alleged breaching party fails to remedy said breach within 60 days of receipt of said notice, the Non- defaulting Party party claiming breach may terminate this Agreement only to the extent related to such alleged breaching party by serving a notice of termination. Except as otherwise provided herein, termination under this Section 10.1 as to an alleged breaching party shall give not affect the Defaulting Party fourteen (14) days from rights of any other non-breaching party with respect to either the day of written notification of the breach for the Defaulting Party to remedy the party claiming breach or if the breach cannot reasonably be cured within such period, provided alleged breaching party. *Confidential portions omitted and filed separately with the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablyCommission. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach 10.2 Any notice of termination pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time 10.1 above shall be effective 30 days after receipt of such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made notice by the Nonnon-defaulting Partyterminating party, unless before the expiration of said 30 day period, the provisions of Schedule H non-terminating party requests or shall apply with respect have requested arbitration pursuant to the dispute. (c) In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If the Service Provider materially defaults in the observation or performance of any term or condition Section 23 of this Agreement, and fails to remedy in which event this Agreement shall not terminate until after the conclusion of such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such defaultarbitration, and all costs of AHS then only if and to the extent not inconsistent with any award rendered in that regard shall be paid by the Service Provider to AHS on demandsuch arbitration. (e) The rights 10.3 It is the intention and remedies desire of the Parties parties hereto that the licenses and covenants not to sue xxanted hereunder shall survive any insolvency or bankruptcy of any party, and that a trustee of any party, or such party as set forth in this Agreement are cumulative debtor-in-possession, or other competent bankruptcy authority shall give full force and shall in no way be deemed effect to limit any of the other provisions of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions of this Agreement and the licenses and covenants not to sue xxanted hereunder. In the event that, pursuant to the U.S. Bankruptcy Code or any amendment or successor thereto (the "Code"), a trustee in bankruptcy of any right party, , or remedy at law such party as debtor-in-possession, may reject or deny this Agreement, the other parties may retain and use the licenses and covenants not to sue xxanted hereunder in equity accordance with the Code. Failure by any party to assert its rights or to retain its benefits pursuant to the Code under an executory contract rejected by a trustee or party as debtor-in-possession shall not be construed as a termination of this Agreement by the other parties to this Agreement ("Nonbankrupt Parties") under the Code. If a trustee or party as debtor-in-possession is permitted to assume this Agreement and does so and, thereafter, desires to assign this Agreement to a third party, which assignment satisfies the requirements of the Code, the trustee or debtor-in-possession, as the case may be, shall notify the Nonbankrupt Parties of same in writing. Said notice shall set forth the name and address of the proposed assignee, the proposed consideration for the assignment and all other relevant details thereof. The giving of such notice shall be deemed to constitute the grant to each of the Nonbankrupt Parties of an option to have this Agreement assigned to it or to its designee for such consideration, or its equivalent in money, and upon such terms as are specified in the notice. The aforesaid option may possessbe exercised only by written notice by the Nonbankrupt Parties to the trustee or debtor-in-possession, as the case may be, within 15 days of receipt of the notice of the proposed transaction. If a Nonbankrupt Party fails to accept the terms within the said exercise period, the party giving notice may complete the assignment referred to in its notice, but only if such assignment is to the entity named in said notice and for the consideration and upon the terms specified therein. 10.4 Nothing contained herein shall be deemed to preclude or impair any rights that a Nonbankrupt Party may have as a creditor in any bankruptcy proceeding.

Default and Termination. 12.1 It is an event of default ("Default") if: (a) the Production Funds are not received by Fenway by not later than the close of business (Vancouver time) on June 30, 1997, unless otherwise extended by the parties hereto in writing; (b) either Fenway or CPCC fail to make any of the payments as and when required pursuant to the terms hereof, or under any documents delivered in connection herewith, except for the consideration in Par. 5.1 (a) which has been paid through a Trustee; (c) STAR fails to take reasonable action to prevent or defend assiduously, any action or proceeding which claims: i) possession; ii) sale; iii) foreclosure; iv) the appointment of a receiver or receiver-manager of the Company's assets; or v) forfeiture or termination; of the STAR Property. (d) any party becomes bankrupt or commits an act of bankruptcy or if a receiver or receiver-manager of its assets is appointed or makes an assignment for the benefit of creditors or otherwise; (e) any party is unable or unwilling or otherwise fails to perform their obligations as and when required hereunder; or (f) if Fenway and STAR mutually consent in writing to the termination hereof. XXXXXXX XXXX - XXXXXX XXXXXXXXXX OF AGREEMENT -------------------------------------------------------------------------------- 12.2 Subject to the provisions hereof, a notice of Default by the non-defaulting party must be given to the defaulting party pursuant to the notice provisions of this Agreement within thirty (30) days of the time when the non-defaulting party is made aware of the event of Default and the defaulting party shall have ninety (90) days from the notice of Default to cure such Default. 12.3 In the event that either Party (the “Non-defaulting Party”) determines that party does not cure such Default within the other Party (time provided for in Paragraph 12.2 hereof, then this Agreement shall terminate forthwith and absolutely unless otherwise agreed to between the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (14) days from the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablyparties. (b) In the event that: (i) the Non-defaulting Party determines that the Defaulting Party is in breach pursuant to Section 3.3(a); (ii) the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the dispute. (c) 12.4 In the event of a Substantial BreachDefault by Fenway, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, STAR shall have the right to terminate this Agreement without costobtain its own financing to ensure the construction and/or operation of the cement plant and/or the quarry, penaltyprovided that Fenway shall first be reimbursed by STAR and its stockholders for all of its costs and expenses, advances and loans to STAR or process any of law with a minimum of forty-eight (48) hours prior written notice its stockholders or officers to the Defaulting Partydate of Default. (d) If 12.5 In the Service Provider materially defaults in the observation or performance event of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS in that regard shall be paid by the Service Provider to AHS on demand. (e) The rights and remedies a material breach of the Parties as set forth in this Agreement are cumulative and shall in no way be deemed to limit any of the other provisions terms of this Agreement or otherwise to deny the Parties any other remedy at law or in equity which the Parties may have under any law in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid warranties, covenants and representations contained herein by either of the other provisions parties hereto it shall be open to the aggrieved party to seek its remedy in damages and it also shall be open to the parties to rescind the terms of this Agreement and of any right or remedy at law or in equity which upon the Parties may possessterms as herein set forth.

Default and Termination. (a) In the event that either Party Each Carrier may terminate its participation to this Agreement in whole or part for its convenience without cause or penalty upon at least thirty (the “Non-defaulting Party”) determines that the other Party (the “Defaulting Party”) is in breach of any term or condition of this Agreement, unless the breach is a Substantial Breach, the Non- defaulting Party shall give the Defaulting Party fourteen (1430) days from prior written notice to the day of written notification of the breach for the Defaulting Party to remedy the breach or if the breach cannot reasonably be cured within such period, provided the Defaulting Party proceeds to diligently remedy the default, such additional period of time as is reasonably required to remedy the breach, as determined by the Non-defaulting Party, acting reasonablyContractor. (b) In Any party may, in its discretion, terminate its participation to this Agreement immediately upon written notice to the event that: other parties upon the occurrence of any of the following events, and/or pursue any remedy available to it under this Agreement and/or in law or in equity: (i) if Contractor or any Carrier breaches its confidentiality obligations set forth herein and such breach causes, or is likely to cause, material harm to the Non-defaulting Party determines that the Defaulting Party is in breach pursuant other party not susceptible to Section 3.3(a); cure or (ii) if bankruptcy or insolvency proceedings are commenced concerning the breach was not a Substantial Breach at the time such breach occurred; and (iii) the Defaulting Party disputes the determination of the breach made by the Non-defaulting Party, the provisions of Schedule H shall apply with respect to the disputeother party. (c) In If Contractor or any Carrier defaults in its performance of this Agreement, and the event of a Substantial Breach, default continues for ten (10) days following written notice from the Nonnon-defaulting Party shallparty to the defaulting party, without limiting then a non-defaulting party may terminate such defaulting party’s participation to this Agreement with respect to the relevant Carriers, and/or pursue any other rights remedy available to it may have under this Agreement, in law or and/or in equity, have the right to terminate this Agreement without cost, penalty, or process of law with a minimum of forty-eight (48) hours prior written notice to the Defaulting Party. (d) If Any Carrier also may, in its discretion, terminate its participation to this Agreement immediately upon written notice to Contractor, and/or pursue any remedy available to it under this Agreement and/or in law or in equity, (i) upon suspension or termination of Contractor’s appointment as an approved ARC or IATA agent of the Service Provider materially defaults Carrier regardless of who initiated the suspension or termination; (ii) upon a Change of Control; (iii) if such Carrier terminates another contract with Contractor for default; or (iv) if such Carrier announces a general change to its Commission policy in the observation or performance of any term or condition of this Agreement, and fails to remedy such default within the period provided for herein, AHS shall be entitled, but not obligated, to take such steps as may be available or desirable to remedy such default, and all costs of AHS a country in that regard shall be paid by the Service Provider to AHS on demandwhich Contractor’s activities hereunder are conducted. (e) The rights If a Carrier in good faith believes that Contractor has violated any provision of Sections 1 or 11 of these Standard Terms and remedies Conditions, then upon notice to Contractor, such Carrier may withhold any amount otherwise due to Contractor under this Agreement for the most recent quarter for which payment has not yet been made, until the breach is resolved to each Carrier’s reasonable satisfaction. If the breach is not resolved prior to the termination or expiration of the Parties as set forth in this Agreement are cumulative and shall in no way Agreement, any amounts withheld by each Carrier will be deemed unearned by Contractor, and Contractor waives any claim to limit any of the other provisions those amounts. The exercise by each Carrier of this Agreement or otherwise right to deny the Parties withhold payment will not preclude each Carrier from exercising any other remedy at law or in equity which the Parties right that such Carrier may have under any this Agreement, in law and/or in effect at the date hereof or which may hereinafter be enacted or become effective, it being the intent hereof that such rights and remedies of the Parties shall supplement or be in addition to or in aid of the other provisions equity including termination of this Agreement. (f) In the event any Carrier terminates its participation to this Agreement with or without cause, any Commission payments which have not yet been paid to Contractor shall be deemed waived by Contractor; provided that if such termination is by a Carrier without cause after the completion of a quarterly or other performance period but prior to processing of Commission payments for such period, such Carrier will process and pay any such Commission payments not yet processed. (g) In the event a Carrier terminates its participation to a specific Attachment, such termination will not impact the effectiveness of such Carrier’s participation to another Attachment unless such Carrier also terminates its participation to the entire Agreement or such other Attachment. In the event that a Carrier terminates Contractor as an approved ARC or IATA agent of Carrier, such termination will automatically terminate the entire Agreement as between Contractor and such Carrier. In the event a Carrier terminates the entire Agreement with Contractor, the remaining Carriers reserve the right, in their absolute discretion, to terminate the entire Agreement or any right or remedy at law or in equity which the Parties relevant Attachment with Contractor without penalty to Carrier. Appendices to this Agreement may possesscontain additional termination rights.