Common use of Owner’s Right to Perform and Terminate for Cause Clause in Contracts

Owner’s Right to Perform and Terminate for Cause. 15.2.1 If Design-Builder persistently fails to: (i) provide a sufficient number of skilled workers; (ii) supply the materials required by the Contract Documents; (iii) comply with applicable Legal Requirements; (iv) timely pay, without cause, Design Consultants or Subcontractors; (v) perform the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; or (vi) perform material obligations under the Contract Documents; then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equity, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured within seven (7) Days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 11.2.1 If Design-Builder persistently fails to: to (i) provide a sufficient number of skilled workers; , (ii) supply the materials required by the Contract Documents; , (iii) comply with applicable Legal Requirements; , (iv) timely pay, without cause, Design Consultants or Subcontractors; , (v) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; adjusted, or (vi) perform material obligations under the Contract Documents; , then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 11.2.2 and 15.2.3 11.2.3 below. 15.2.2 11.2.2 Upon the occurrence of an event set forth in Section 15.2.1 11.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured cured, within seven (7) Days days of Design-Builder’s 's receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner may give a second written notice to Design-Builder of its intent to terminate following within an additional seven (7) Day day period. If Design-Builder, within such second seven (7) Day day period, fails to cure, or reasonably commence to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 11.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 11.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, such excess shall be paid by Owner to Design-Builder. Notwithstanding the preceding sentence, if the Agreement establishes a Guaranteed Maximum Price, Design-Builder will only be entitled to be paid promptly by Owner for Work performed prior to its default. If Owner’s 's cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expensesexpense, including attorneys’ ' fees and expenses, incurred by Owner in connection with the re-procurement reprocurement and defense of claims arising from Design-Builder’s 's default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 10.5 hereof. 15.2.4 11.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3Article 8 of the Agreement.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 12.2.1 If Design-Builder persistently CM@Risk consistently fails to: to (ia) provide a sufficient number of skilled workers; (ii) supply workers or the materials required by the Contract Construction Documents; (iiib) comply with applicable Legal Requirements; (ivc) timely pay, without cause, Design Consultants its Subcontractors or Subcontractorssuppliers; (vd) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by within the Contract Time(s), ) as such times may be adjusted in accordance with this Agreementfrom time to time adjusted; or (vie) otherwise perform material the Work and its obligations under in compliance with the Contract Documents; then Owner, Owner shall , in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights right to perform or terminate as set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, herein. Owner may shall provide written notice of default to Design-Builder that it intends CM@Risk and if CM@Risk fails to terminate cure the Agreement unless the problem cited is cured, or commenced to be cured default within seven (7) Days of Design-Builder’s receipt days of such written notice. If Design-Builder fails , Owner shall have the right , to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) perform and furnish through itself or through others it selects any such labor, materials, or Work, and to deduct the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended cost thereof from any monies due or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of to become due to CM@Risk under the occurrence thereof) meeting the requirements specified in Article 17 hereofContract Documents; or (ii) if applicable, a default occurs under terminate the Performance Bond Agreement with CM@Risk for all or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days portion of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and LendersWork, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all job- owned materials, equipment, equipment scaffolds, tools, appliances appliances, and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder CM@Risk hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items; or (iii) both. Upon exercising its right to Terminate for Cause for any reason set forth above, Owner, at its discretion, may also exercise the right to have each or any of CM@Risk’s Subcontractor and supply agreements assigned to Owner, or Owner’s nominee, provided however, Owner should have no responsibility or liability for acts or omission of CM@Risk under such Agreements and the sole recourse of Subcontractors for events occurring before termination of this Agreement shall be against CM@Risk. 12.2.2 In the event of such terminationTermination for Cause, Design-Builder CM@Risk shall not be entitled to receive recover any further payments under the Contract Documents payment until the Work is completed and shall then only be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will entitled to be paid promptly by Owner for all Work performed prior to its defaultdate of default minus costs incurred by Owner to complete the Project, as set forth below, to the extent those costs exceed the GMP. If In the event Owner’s cost and expense of completing CM@Risk’s Work shall exceed the Work exceeds the unpaid balance of the Contract PriceGMP, then Design-Builder CM@Risk or its surety shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the WorkWork to the satisfaction of Owner and of performing and furnishing all labor, services, tools, equipment and other items required in the Contract Documents, but also losses, damages, costs and expenses, including attorneys’ consultant and attorney’s fees and expenses, expenses incurred by Owner in connection with the re-procurement and defense of claims defending claims, arising from Design-Builderor related to CM@Risk’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If 12.2.3 CM@Risk agrees that in the event that Owner improperly terminates the Agreement for causecause and such termination is ultimately determined to be improper or wrongful, the termination sole and exclusive remedy shall be that the Termination for cause Cause will be automatically and retroactively converted to a termination Termination for convenience in accordance with Convenience and the provisions of Section 15.312.1 of these General Conditions shall apply. 12.2.4 The Parties agree that if CM@Risk institutes or has instituted against it a proceeding under the United States Bankruptcy Code, such event may impair or frustrate CM@Risk’s performance of its obligations under the Contract Documents. Accordingly, if such event of default occurs, Owner shall be entitled to request CM@Risk, its trustee or other successor, to provide adequate assurance of future performance and CM@Risk agrees such request must be complied with. If CM@Risk fails to comply with such request, to the satisfaction of Owner, within ten (10) days after receiving notice of the request, Owner, in addition to any other rights and remedies provided by the Contract Documents, or by law, shall be entitled to terminate the Agreement as a Termination for Cause described in Sections 12.2.1 and 12.2.2 above and shall be entitled to pursue the remedies set forth in those Sections. Owner shall thereupon be entitled to perform and furnish through itself or through others any such labor, materials or equipment necessary for the completion of the Work and necessary to maintain the Contract Time(s) of performance, and to deduct the costs from any monies due or to become due CM@Risk under the Contract Documents. In the event of any such bankruptcy proceedings, the Agreement shall terminate if CM@Risk rejects the Agreement or if there has been a default under the Contract Documents, and CM@Risk is unable to give adequate assurances that it will perform as provided in the Contract Documents, to the satisfaction of Owner, or otherwise is unable to comply with the requirements for assuming the Agreement under the applicable provisions of the Bankruptcy Code.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 13.2.1 If Design-Builder Contractor persistently fails to: to (ia) provide a sufficient number of skilled workers; (ii) supply or the materials required by the Contract DocumentsConstruction Documents or both; (iiib) comply with applicable Legal Requirements; (ivc) timely pay, without cause, Design Consultants its Subcontractors or Subcontractorssuppliers; (vd) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), ) as such times may be adjusted in accordance with this Agreementfrom time to time adjusted; or (vie) otherwise perform material the Work and its obligations under in compliance with the Contract Documents; then Owner, Owner shall have the right, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured within after seven (7) Days days written notice of Design-Builderdefault to Contractor and Contractor’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence failure to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day trial period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) perform and furnish through itself or through others it selects any such labor, materials, or Work, and to deduct the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended cost thereof from any monies due or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of to become due to Contractor under the occurrence thereof) meeting the requirements specified in Article 17 hereofContract Documents; or (ii) if applicable, a default occurs under terminate the Performance Bond Agreement with Contractor for all or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days portion of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and LendersWork, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, equipment scaffolds, tools, appliances appliances, and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder Contractor hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items; or (iii) both. Upon exercising its right to Terminate for Cause for any reason set forth above, Owner, at its discretion, may also exercise the right to have each or any of Contractor’s Subcontractor and supply agreements assigned by Owner, or Owner’s nominee, provided however, Owner should have no responsibility or liability for acts or omission of Contractor under such Agreements and the sole recourse of Subcontractors on pre-termination events shall be against Contractor. 13.2.2 In the event of such terminationtermination for cause, Design-Builder Contractor shall not be entitled to receive recover any further payments under the Contract Documents payment until the Work is completed and shall then only be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will entitled to be paid promptly by Owner for all Work performed prior to its defaultdate of default minus costs incurred by Owner to complete the Project exceeding the Contract Price as described below. If In the event Owner’s cost and expense of completing the Contractor’s Work exceeds the unpaid balance of shall exceed the Contract Price, then Design-Builder Contractor or its surety shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include include, not only the cost of completing the WorkWork to the satisfaction of Owner and of performing and furnishing all labor, services, tools, equipment and other items required in the Contract Documents, but also losses, damages, costs and expensesexpense, including attorneys’ consultant and attorney’s fees and expenses, expenses incurred by Owner in connection with the re-procurement and defense of claims defending claims, arising from Design-Builderor related to Contractor’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If 13.2.3 Contractor agrees that in the event that Owner improperly terminates the Agreement for causecause and such termination is ultimately determined to be improper or wrongful, the termination Termination for cause Cause will be automatically and retroactively converted to a termination Termination for convenience in accordance with Convenience and the provisions of Section 15.313.1 of these General Conditions shall apply. 13.2.4 The parties agree that if Contractor institutes or has instituted against it a proceeding under the United States Bankruptcy Code, such event may impair or frustrate Contractor’s performance of its obligations under the Contract Documents. Accordingly, if such event of default occurs, Owner shall be entitled to request Contractor, its trustee or other successor, to provide adequate assurance of future performance and Contractor agrees such request must be complied with. If Contractor fails to comply with such request within ten (10) days after receiving notice of the request, Owner, in addition to any other rights and remedies provided by the Contract Documents, or by law, shall be entitled to terminate the Agreement. Owner shall thereupon be entitled to perform and furnish through itself or through others any such labor, materials or equipment necessary for the completion of the Work and necessary to maintain the Contract Time(s) of performance, and to deduct the costs from any monies due or to become due Contractor under the Contract Documents pending receipt of adequate assurances of performance and actual performance in accordance herewith. In the event of any such bankruptcy proceedings, the Agreement shall terminate if Contractor rejects the Agreement or if there has been a default under the Contract Documents, and Contractor is unable to give adequate assurances that it will perform as provided in the Contract Documents or otherwise is unable to comply with the requirements for assuming the Agreement under the applicable provisions of the Bankruptcy Code.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 If Design-Builder persistently fails to: (i) provide a sufficient number of skilled workers; (ii) supply the materials required by the Contract Documents; (iii) comply with applicable Legal Requirements; (iv) timely pay, without cause, Design Consultants or Subcontractors; (v) perform the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; or (vi) perform material obligations under the Contract Documents; then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equity, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to may terminate the Agreement unless the problem cited is cured, or commenced to be cured within seven (7) Days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to that it may terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing [Name of Project Company] ___ ___, 2006 the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If Owner improperly terminates the this Agreement for causepursuant to Section 15.2, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 12.2.1 If Design-Builder CM@Risk persistently fails to: to (ia) provide a sufficient number of skilled workers; (ii) supply or the materials required by the Contract DocumentsConstruction Documents or both; (iiib) comply with applicable Legal Requirements; (ivc) timely pay, without cause, Design Consultants its Subcontractors or Subcontractorssuppliers; (vd) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), ) as such times may be adjusted in accordance with this Agreementfrom time to time adjusted; or (vie) otherwise perform material the Work and its obligations under in compliance with the Contract Documents; then Owner, Owner shall have the right, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured within after seven (7) Days days written notice of Design-Builderdefault to CM@Risk and CM@Risk’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence failure to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day trial period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) perform and furnish through itself or through others it selects any such labor, materials, or Work, and to deduct the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended cost thereof from any monies due or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of to become due to CM@Risk under the occurrence thereof) meeting the requirements specified in Article 17 hereofContract Documents; or (ii) if applicable, a default occurs under terminate the Performance Bond Agreement with CM@Risk for all or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days portion of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and LendersWork, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, equipment scaffolds, tools, appliances appliances, and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder CM@Risk hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items; or (iii) both. Upon exercising its right to Terminate for Cause for any reason set forth above, Owner, at its discretion, may also exercise the right to have each or any of CM@Risk’s Subcontractor and supply agreements assigned by Owner, or Owner’s nominee, provided however, Owner should have no responsibility or liability for acts or omission of CM@Risk under such Agreements and the sole recourse of Subcontractors on pre-termination events shall be against CM@Risk. 12.2.2 In the event of such terminationtermination for cause, Design-Builder CM@Risk shall not be entitled to receive recover any further payments under the Contract Documents payment until the Work is completed and shall then only be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will entitled to be paid promptly by Owner for all Work performed prior to its defaultdate of default minus costs incurred by Owner to complete the Project exceeding the GMP as described below. If In the event Owner’s cost and expense of completing CM@Risk’s Work shall exceed the Work exceeds the unpaid balance of the Contract PriceGMP, then Design-Builder CM@Risk or its surety shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include include, not only the cost of completing the WorkWork to the satisfaction of Owner and of performing and furnishing all labor, services, tools, equipment and other items required in the Contract Documents, but also losses, damages, costs and expensesexpense, including attorneys’ consultant and attorney’s fees and expenses, expenses incurred by Owner in connection with the re-procurement and defense of claims defending claims, arising from Design-Builderor related to CM@Risk’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If 12.2.3 CM@Risk agrees that in the event that Owner improperly terminates the Agreement for causecause and such termination is ultimately determined to be improper or wrongful, the termination Termination for cause Cause will be automatically and retroactively converted to a termination Termination for convenience in accordance with Convenience and the provisions of Section 15.312.1 of these General Conditions shall apply. 12.2.4 The parties agree that if CM@Risk institutes or has instituted against it a proceeding under the United States Bankruptcy Code, such event may impair or frustrate CM@Risk’s performance of its obligations under the Contract Documents. Accordingly, if such event of default occurs, Owner shall be entitled to request CM@Risk, its trustee or other successor, to provide adequate assurance of future performance and CM@Risk agrees such request must be complied with. If CM@Risk fails to comply with such request within ten (10) days after receiving notice of the request, Owner, in addition to any other rights and remedies provided by the Contract Documents, or by law, shall be entitled to terminate the Agreement. Owner shall thereupon be entitled to perform and furnish through itself or through others any such labor, materials or equipment necessary for the completion of the Work and necessary to maintain the Contract Time(s) of performance, and to deduct the costs from any monies due or to become due CM@Risk under the Contract Documents pending receipt of adequate assurances of performance and actual performance in accordance herewith. In the event of any such bankruptcy proceedings, the Agreement shall terminate if CM@Risk rejects the Agreement or if there has been a default under the Contract Documents, and CM@Risk is unable to give adequate assurances that it will perform as provided in the Contract Documents or otherwise is unable to comply with the requirements for assuming the Agreement under the applicable provisions of the Bankruptcy Code.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 If (i) Design-Builder persistently fails to: (i) to provide a sufficient number of skilled workers; (ii) Design-Builder persistently fails to supply the materials required by the Contract Documents; (iii) Design-Builder persistently fails to comply with applicable Legal Requirements; (iv) Design-Builder persistently fails to timely pay, without cause, Design Consultants or Subcontractors; (v) perform Design-Builder fails to prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s) (other than the failure to cause the Project to achieve Substantial Completion by the Scheduled Substantial Completion Date, so long as Substantial Completion and Final Completion are achieved by the Sunset Date), as such times may be adjusted in accordance with this Agreement; or (vi) Design-Builder fails to perform material obligations under the Contract Documents; , then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equity, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless Agreement. If such event continues for thirty (30) days after written notice from Owner (which notice requirement shall be waived if Applicable Law prohibits the problem cited is cured, or commenced to be cured within seven (7) Days of Design-Builder’s receipt giving of such notice. If ), or, if such failure is not capable of being cured within such thirty (30)-day period, if Design-Builder fails to cure, or reasonably commence to has not commenced the cure within such problem period and thereafter diligently pursue such cure to completionpursued the same and cured the failure as promptly as possible and in any event within one hundred and twenty (120) calendar days after Owner’s notice, then Owner may give terminate this Agreement by delivery of a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declarationnotice. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder fails to achieve Final Completion by the Sunset Date, (iv) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (ivv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 If Design-Builder persistently fails to: to (i) provide a sufficient number of skilled workers; , (ii) supply the materials required by the Contract Documents; , (iii) comply with applicable Legal Requirements; , (iv) timely pay, without cause, Design Consultants or Subcontractors; , (v) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; adjusted, or (vi) perform material obligations under the Contract Documents; , then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured cured, within seven (7) Days days of Design-Builder’s 's receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner may give a second written notice to Design-Builder of its intent to terminate following within an additional seven (7) Day day period. If Design-Builder, within such second seven (7) Day day period, fails to cure, or reasonably commence to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, such excess shall be paid by Owner to Design-Builder will be paid promptly by Owner for Work performed prior to its defaultBuilder. If Owner’s 's cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ ' fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s 's default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3153.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 11.2.1 If Design-Builder persistently fails to: to (i) provide a sufficient number of skilled workers; (ii) supply or the materials required by the Contract DocumentsDocuments or both; (iiiii) comply with applicable Legal Requirements; (iviii) timely pay, without cause, its Design Consultants or and Subcontractors; (viv) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), ) as such times may be adjusted in accordance with this Agreementadjusted; or (viv) otherwise perform material the Work and its obligations consistent with the Contract Documents so as to deprive Owner of the benefits afforded under the Contract Documents; then Owner, Owner shall have the right, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide after seven (7) days written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured within seven (7) Days of and Design-Builder’s receipt of such notice. If Design-Builder fails failure to cure, or reasonably commence to cure the default within said time, to (i) perform and furnish through itself or through others any such problem labor, materials, or Work, and thereafter diligently pursue such cure to completion, then Owner may give a second written notice deduct the cost thereof from any monies due or to become due to Design-Builder under the Contract Documents; or (ii) terminate the employment of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended for all or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days portion of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicableWork, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In , 11.2.2 The parties agree that in the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by that Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If Owner improperly terminates the Agreement for causecause and such termination is finally determined to be improper, the termination for cause will be converted to a termination for convenience in accordance with and the provisions of Section 15.3Article 8 of the Agreement shall apply. 11.2.3 The parties agree that if Design-Builder institutes or has instituted against it a case under the United States Bankruptcy Code, such event may impair or frustrate Design-Builder’s performance of its obligations under the Contract Documents. Accordingly, should such event occur, Owner shall be entitled to request Design-Builder, its trustee or other successor, to provide adequate assurance of future performance. If Design-Builder fails to comply with such request within ten (10) days after receiving notice of the request, Owner, in addition to any other rights and remedies provided by the Contract Documents or by law, shall be entitled to terminate the Agreement. Owner shall be entitled to perform and furnish through itself or through others any such labor, materials or equipment necessary for the completion of the Work and necessary to maintain the Contract Time(s) of performance, and to deduct the costs from any monies due or to become due Design-Builder under the Agreement pending receipt of adequate assurances of performance and actual performance in accordance herewith. In the event of such bankruptcy proceedings, the Contract Document shall terminate if Design-Builder rejects the Agreement or if there has been a default under the Agreement, and Design-Builder is unable to give adequate assurances that it will perform as provided in the Agreement or otherwise is unable to comply with the requirements for assuming the Agreement under the applicable provisions of the Bankruptcy Code.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 If (i) Design-Builder persistently fails to: (i) to provide a sufficient number of skilled workers; (ii) Design-Builder persistently fails to supply the materials required by the Contract Documents; (iii) Design-Builder persistently fails to comply with applicable Legal Requirements; (iv) Design-Builder persistently fails to timely pay, without cause, Design Consultants or Subcontractors; (v) Design-Builder fails to perform the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(scontract time(s), as such times may be adjusted in accordance with this Agreement; or (vi) Design-Builder fails to perform material obligations under the Contract Documents; (vii) Design-Builder persistently fails to maintain insurance in accordance with the provisions of Article 17 hereof; (viii) a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code, (ix) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 20.1 hereof, or (xi) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equity, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured within seven (7) Days of Design-Builder’s 's receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 A. If Design-Builder persistently fails to: to (i) provide a sufficient number of skilled workers; , (ii) supply the materials required by the Contract Documents; , (iii) comply with applicable Legal Requirements; , (iv) timely pay, without cause, Design Consultants or Subcontractors; , (v) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; adjusted, or (vi) perform material obligations under the Contract Documents; , then Owner/DES, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 11.2.B and 15.2.3 11.2.C below. 15.2.2 B. Upon the occurrence of an event set forth in Section 15.2.1 11.2.A above, Owner Owner/DES may provide written notice to Design-Builder that it intends to terminate the Agreement Contract unless the problem cited is cured, or commenced to be cured cured, within seven (7) Days days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence (as determined by the Owner/DES) to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner Owner/DES may give a second written notice to Design-Builder of its intent to terminate following within an additional seven (7) Day day period. If Design-Builder, within such second seven (7) Day day period, fails to cure, or reasonably commence (as determined by the Owner/DES) to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner Owner/DES may declare the Agreement Contract terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 C. Upon declaring the Agreement Contract terminated pursuant to Section 15.2.2 11.2.B above, Owner Owner/DES may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, and take over the contracts of any Subcontractor or Consultant all of which Design-Builder hereby transfers, assigns and sets over to Owner Owner/DES, if Owner/DES so requests, for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner Owner/DES in completing the Work, such excess shall be paid by Owner/DES to Design-Builder. Notwithstanding the preceding sentence, if the Contract establishes a Guaranteed Maximum Price, Design-Builder will only be entitled to be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner/DES. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expensesexpense, including attorneys’ fees and expenses, incurred by Owner Owner/DES in connection with the re-procurement reprocurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereofdamages. 15.2.4 D. If Owner Owner/DES improperly terminates the Agreement Contract for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.311.3.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 11.2.1 If Design-Builder persistently fails to: to (i) provide a sufficient number of skilled workers; , (ii) supply the materials required by the Contract Documents; , (iii) comply with applicable Legal Requirements; , (iv) timely pay, without cause, Design Consultants or Subcontractors; , (v) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; adjusted, or (vi) perform material obligations under the Contract Documents; , or if Design-Builder (vii) becomes financially insolvent, files a petition in bankruptcy, or is the subject of an involuntary bankruptcy filing (which involuntary petition is not dismissed within a reasonable time), or (viii) breaches a material provision in the Contract Documents, which default remains uncured after 10 days prior written notice from Owner, then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 11.2.2 and 15.2.3 11.2.3 below. 15.2.2 11.2.2 Upon the occurrence of an event set forth in Section 15.2.1 11.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured cured, within seven (7) Days days of Design-Builder’s 's receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner may give a second written notice to Design-Builder of its intent to terminate following within an additional seven (7) Day day period. If Design-Builder, within such second seven (7) Day day period, fails to cure, or reasonably commence to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 11.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 11.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, such excess shall be paid by Owner to Design-Builder. Notwithstanding the preceding sentence, if the Agreement establishes a Guaranteed Maximum Price, Design-Builder will only be entitled to be paid promptly by Owner for Work performed prior to its default. If Owner’s 's cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expensesexpense, including attorneys’ ' fees and expenses, incurred by Owner in connection with the re-procurement reprocurement and defense of claims arising from Design-Builder’s 's default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 10.5 hereof. 15.2.4 11.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3Article 8 of the Agreement.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 If Design-Builder persistently fails to: (i) provide a sufficient number of skilled workers; (ii) supply the materials required by the Contract Documents; (iii) comply with applicable Legal Requirements; (iv) timely pay, without cause, Design Consultants or Subcontractors; (v) perform the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; or (vi) perform material obligations under the Contract Documents; or (vii) if Design-Builder fails to achieve Final Completion within ninety (90) Days after the Substantial Completion Date as such dates may be adjusted in accordance with the terms hereof; then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equity, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured within seven (7) Days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder.. Cardinal Ethanol, LLC December 14, 2006 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the 19.4. The limitation of liability set forth in Section 19.5 hereofhereof shall not apply to limit any costs that result from the difference between the expense of completing the Work and the unpaid balance of the Contract Price. 15.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 11.2.1 If Design-Builder persistently fails to: to (i) provide a sufficient number of skilled workers; , (ii) supply the materials required by the Contract Documents; , (iii) comply with applicable Legal Requirements; , (iv) timely pay, without cause, Design Consultants or Subcontractors; , (v) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; adjusted, or (vi) perform material obligations under the Contract Documents; , then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 11.2.2 and 15.2.3 11.2.3 below. 15.2.2 11.2.2 Upon the occurrence of an event set forth in Section 15.2.1 11.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured cured, within seven (7) Days days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner may give a second written notice to Design-Builder of its intent to terminate following within an additional seven (7) Day day period. If Design-Builder, within such second seven (7) Day day period, fails to cure, or reasonably commence to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 11.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 11.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, such excess shall be paid by Owner to Design-Builder. Notwithstanding the preceding sentence, if the Agreement establishes a Guaranteed Maximum Price, Design-Builder will only be entitled to be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expensesexpense, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement reprocurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 10.5 hereof. 15.2.4 11.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3Article 8 of the Agreement.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 11.2.1 If Design-Builder persistently fails to: to (i) provide a sufficient number of skilled workers; , (ii) supply the materials required by the Contract Documents; , (iii) comply with applicable Legal Requirements; , (iv) timely pay, without cause, Design Consultants Designer, Subcontractors, or Sub-Subcontractors; , (v) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; adjusted, or (vi) perform material obligations under the Contract Documents; , then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 11.2.2 and 15.2.3 11.2.3 below. 15.2.2 11.2.2 Upon the occurrence of an event set forth in Section 15.2.1 11.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured cured, within seven five (75) Days days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completionproblem, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days Such written notice shall provide an adequate description of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days alleged condition of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builderdefault. 15.2.3 11.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 11.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for by the performance of the WorkOwner, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At If the GMP Proposal has been agreed upon prior to such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Worktermination, Design-Builder will only be entitled to be paid promptly by Owner for Work performed prior to its default. If Owner’s termination was proper and if Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expensesexpense, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 11.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3Article 8 of the Agreement.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 If Design-Builder persistently fails to: (i) provide a sufficient number of skilled workers; (ii) supply the materials required by the Contract Documents; (iii) comply with applicable Legal Requirements; (iv) timely pay, without cause, Design Consultants or Subcontractors; (v) perform the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(scontract time(s), as such times may be adjusted in accordance with this Agreement; or (vi) perform material obligations under the Contract Documents; then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equity, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured within seven (7) Days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article Section 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iiiiiii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 20.1 hereof, or (iv) any representation or warranty made by Design-Builder Siouxland Ethanol, LLC 33 January 5, 2006 under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 If Design-Builder persistently fails to comply with applicable Legal Requirements or to achieve Final Completion by the date which is six hundred and ninety-five (695) Days after the issuance of the Notice to Proceed for any reason other than a material breach of this Agreement by Owner or an act of the Owner which materially delays Design-Builder’s performance under this Agreement, or if Design-Builder fails on a regular or continuous basis to: (i) provide a sufficient number of skilled workers; (ii) supply the materials required by the Contract Documents; (iii) comply with applicable Legal Requirements; (iv) timely pay, without cause, Design Consultants or Subcontractors; (viv) perform the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; or (viv) perform material obligations under the Contract Documents; then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equity, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured within seven (7) Days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. Notwithstanding the foregoing, the cure periods stated herein shall not be applicable to the default set forth in Section 15.2.1(vii). If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 15.2.1. If (i) Design-Builder persistently fails to: (i) to provide a sufficient number of skilled workers; (ii) Design-Builder persistently fails to supply the materials required by the Contract Documents; (iii) Design-Builder persistently fails to comply with applicable Legal Requirements; (iv) Design-Builder persistently fails to timely pay, without cause, Design Consultants or Subcontractors; (v) Design-Builder fails to perform the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(scontract time(s), as such times may be adjusted in accordance with this Agreement; or (vi) Design-Builder fails to perform material obligations under the Contract Documents; (vii) Design-Builder persistently fails to maintain insurance in accordance with the provisions of Article 17 hereof; (viii) a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code, (ix) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 20.1 hereof, or (x) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equity, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below.. Val-E Ethanol, LLC Fxxxx, Inc. Final January 6, 2006 15.2.2 15.2.2. Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured within seven (7) Days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 15.2.3. Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 15.2.4. If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 11.2.1 If Design-Builder persistently fails to: (i) persistently fails to provide a sufficient number of skilled workers; , (ii) fails to supply the materials required by the Contract Documents; , (iii) fails to comply with applicable Legal Requirements; , (iv) fails to timely pay, without cause, Design Consultants or Subcontractors; , (v) perform fails to prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; adjusted, or (vi) fails to perform other material obligations under the Contract Documents; , then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 11.2.2 and 15.2.3 11.2.3 below. 15.2.2 11.2.2 Upon the occurrence of an event set forth in Section 15.2.1 11.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured cured, within seven (7) Days 7)days of Design-Builder’s 's receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure cure, such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare declaring the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builderdefault. 15.2.3 11.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 11.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price for Work performed prior to its default exceeds the cost and expense incurred by Owner in completing the Work, such excess shall be paid by Owner to Design-Builder. Design-Builder will only be entitled to be paid promptly by Owner for Work performed prior to its default. If Owner’s 's cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expensesexpense, including attorneys’ ' fees and expenses, incurred by Owner in connection with the re-procurement reprocurement and defense of claims arising from Design-Builder’s 's default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 10.5 hereof. 15.2.4 11.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3Article 8 of the Agreement.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 If Design-Builder persistently fails to: (i) provide a sufficient number of skilled workers; (ii) supply the materials required by the Contract Documents; (iii) comply with applicable Legal Requirements; (iv) timely pay, without cause, Design Consultants or Subcontractors; (v) perform the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(scontract time(s), as such times may be adjusted in accordance with this Agreement; or (vi) perform material obligations under the Contract Documents; then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equity, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured within seven (7) Days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article Section 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 12.2.1 If Design-Builder persistently CM@Risk consistently fails to: to (ia) provide a sufficient number of skilled workers; (ii) supply workers or the materials required by the Contract Construction Documents; (iiib) comply with applicable Legal Requirements; (ivc) timely pay, without cause, Design Consultants its Subcontractors or Subcontractorssuppliers; (vd) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by within the Contract Time(s), ) as such times may be adjusted in accordance with this Agreementfrom time to time adjusted; or (vie) otherwise perform material the Work and its obligations under in compliance with the Contract Documents; then Owner, Owner shall , in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights right to perform or terminate as set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, herein. Owner may shall provide written notice of default to Design-Builder that it intends CM@Risk and if CM@Risk fails to terminate cure the Agreement unless the problem cited is cured, or commenced to be cured default within seven (7) Days of Design-Builder’s receipt days of such written notice. If Design-Builder fails , Owner shall have the right , to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) perform and furnish through itself or through others it selects any such labor, materials, or Work, and to deduct the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended cost thereof from any monies due or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of to become due to CM@Risk under the occurrence thereof) meeting the requirements specified in Article 17 hereofContract Documents; or (ii) if applicable, a default occurs under terminate the Performance Bond Agreement with CM@Risk for all or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days portion of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and LendersWork, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all job-owned materials, equipment, equipment scaffolds, tools, appliances appliances, and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder CM@Risk hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items; or (iii) both. Upon exercising its right to Terminate for Cause for any reason set forth above, Owner, at its discretion, may also exercise the right to have each or any of CM@Risk’s Subcontractor and supply agreements assigned to Owner, or Owner’s nominee, provided however, Owner should have no responsibility or liability for acts or omission of CM@Risk under such Agreements and the sole recourse of Subcontractors for events occurring before termination of this Agreement shall be against CM@Risk. 12.2.2 In the event of such terminationTermination for Cause, Design-Builder CM@Risk shall not be entitled to receive recover any further payments under the Contract Documents payment until the Work is completed and shall then only be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will entitled to be paid promptly by Owner for all Work performed prior to its defaultdate of default minus costs incurred by Owner to complete the Project, as set forth below, to the extent those costs exceed the GMP. If In the event Owner’s cost and expense of completing CM@Risk’s Work shall exceed the Work exceeds the unpaid balance of the Contract PriceGMP, then Design-Builder CM@Risk or its surety shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the WorkWork to the satisfaction of Owner and of performing and furnishing all labor, services, tools, equipment and other items required in the Contract Documents, but also losses, damages, costs and expenses, including attorneys’ consultant and attorney’s fees and expenses, expenses incurred by Owner in connection with the re-procurement and defense of claims defending claims, arising from Design-Builderor related to CM@Risk’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If 12.2.3 CM@Risk agrees that in the event that Owner improperly terminates the Agreement for causecause and such termination is ultimately determined to be improper or wrongful, the termination sole and exclusive remedy shall be that the Termination for cause Cause will be automatically and retroactively converted to a termination Termination for convenience in accordance with Convenience and the provisions of Section 15.312.1 of these General Conditions shall apply. 12.2.4 The Parties agree that if CM@Risk institutes or has instituted against it a proceeding under the United States Bankruptcy Code, such event may impair or frustrate CM@Risk’s performance of its obligations under the Contract Documents. Accordingly, if such event of default occurs, Owner shall be entitled to request CM@Risk, its trustee or other successor, to provide adequate assurance of future performance and CM@Risk agrees such request must be complied with. If CM@Risk fails to comply with such request, to the satisfaction of Owner, within ten (10) days after receiving notice of the request, Owner, in addition to any other rights and remedies provided by the Contract Documents, or by law, shall be entitled to terminate the Agreement as a Termination for Cause described in Sections 12.2.1 and 12.2.2 above and shall be entitled to pursue the remedies set forth in those Sections. Owner shall thereupon be entitled to perform and furnish through itself or through others any such labor, materials or equipment necessary for the completion of the Work and necessary to maintain the Contract Time(s) of performance, and to deduct the costs from any monies due or to become due CM@Risk under the Contract Documents. In the event of any such bankruptcy proceedings, the Agreement shall terminate if CM@Risk rejects the Agreement or if there has been a default under the Contract Documents, and CM@Risk is unable to give adequate assurances that it will perform as provided in the Contract Documents, to the satisfaction of Owner, or otherwise is unable to comply with the requirements for assuming the Agreement under the applicable provisions of the Bankruptcy Code.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 If Design-Builder persistently fails to: (i) provide a sufficient number of skilled workers; (ii) supply the materials required by the Contract Documents; (iii) comply with applicable Legal Requirements; (iv) timely pay, without cause, Design Consultants or Subcontractors; (v) perform the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; or (vi) perform material obligations under the Contract Documents; then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equity, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured within seven (7) Days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, ; (iv) Design-Builder fails to achieve Final Completion within seven hundred and twenty-five (725) Days after the date of Notice to Proceed; or (ivv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 13.2.1 If Design-Builder Contractor persistently fails to: to (ia) provide a sufficient number of skilled workers; (ii) supply or the materials required by the Contract DocumentsConstruction Documents or both; (iiib) comply with applicable Legal Requirements; (ivc) timely pay, without cause, Design Consultants its Subcontractors or Subcontractorssuppliers; (vd) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), ) as such times may be adjusted in accordance with this Agreementfrom time to time adjusted; or (vie) otherwise perform material the Work and its obligations under in compliance with the Contract Documents; then Owner, Owner shall have the right, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured within after seven (7) Days days written notice of Design-Builderdefault to Contractor and Contractor’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence failure to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day trial period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) perform and furnish through itself or through others it selects any such labor, materials, or Work, and to deduct the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended cost thereof from any monies due or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of to become due to Contractor under the occurrence thereof) meeting the requirements specified in Article 17 hereofContract Documents; or (ii) if applicable, a default occurs under terminate the Performance Bond Agreement with Contractor for all or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days portion of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and LendersWork, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, equipment scaffolds, tools, appliances appliances, and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder Contractor hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items; or (iii) both. Upon exercising its right to Terminate for Cause for any reason set forth above, Owner, at its discretion, may also exercise the right to have each or any of Contractor’s Subcontractor and supply agreements assigned by Owner, or Owner’s nominee, provided however, Owner should have no responsibility or liability for acts or omission of Contractor under such Agreements and the sole recourse of Subcontractors on pre- termination events shall be against Contractor. 13.2.2 In the event of such terminationtermination for cause, Design-Builder Contractor shall not be entitled to receive recover any further payments under the Contract Documents payment until the Work is completed and shall then only be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will entitled to be paid promptly by Owner for all Work performed prior to its defaultdate of default minus costs incurred by Owner to complete the Project exceeding the Contract Price as described below. If In the event Owner’s cost and expense of completing the Contractor’s Work exceeds the unpaid balance of shall exceed the Contract Price, then Design-Builder Contractor or its surety shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include include, not only the cost of completing the WorkWork to the satisfaction of Owner and of performing and furnishing all labor, services, tools, equipment and other items required in the Contract Documents, but also losses, damages, costs and expensesexpense, including attorneys’ consultant and attorney’s fees and expenses, expenses incurred by Owner in connection with the re-procurement and defense of claims defending claims, arising from Design-Builderor related to Contractor’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If 13.2.3 Contractor agrees that in the event that Owner improperly terminates the Agreement for causecause and such termination is ultimately determined to be improper or wrongful, the termination Termination for cause Cause will be automatically and retroactively converted to a termination Termination for convenience in accordance with Convenience and the provisions of Section 15.313.1 of these General Conditions shall apply. 13.2.4 The parties agree that if Contractor institutes or has instituted against it a proceeding under the United States Bankruptcy Code, such event may impair or frustrate Contractor’s performance of its obligations under the Contract Documents. Accordingly, if such event of default occurs, Owner shall be entitled to request Contractor, its trustee or other successor, to provide adequate assurance of future performance and Contractor agrees such request must be complied with. If Contractor fails to comply with such request within ten (10) days after receiving notice of the request, Owner, in addition to any other rights and remedies provided by the Contract Documents, or by law, shall be entitled to terminate the Agreement. Owner shall thereupon be entitled to perform and furnish through itself or through others any such labor, materials or equipment necessary for the completion of the Work and necessary to maintain the Contract Time(s) of performance, and to deduct the costs from any monies due or to become due Contractor under the Contract Documents pending receipt of adequate assurances of performance and actual performance in accordance herewith. In the event of any such bankruptcy proceedings, the Agreement shall terminate if Contractor rejects the Agreement or if there has been a default under the Contract Documents, and Contractor is unable to give adequate assurances that it will perform as provided in the Contract Documents or otherwise is unable to comply with the requirements for assuming the Agreement under the applicable provisions of the Bankruptcy Code.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 9.3.1 If Design-Builder persistently fails to: falls to (i) provide a sufficient number of skilled workers; , (ii) supply the materials required by the Contract Documents; , (iii) comply with applicable Legal Requirements; , (iv) timely pay, without cause, Design Consultants or Subcontractors; , (v) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; adjusted, or (vi) perform material obligations under the Contract Documents; , then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 GC 9.3.2, 9.3.3, and 15.2.3 below9.3.4. 15.2.2 9.3.2 Upon the occurrence of an event set forth in Section 15.2.1 aboveGC 9.3.1, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured cured, within seven (7) Days days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner may give a second written notice to Design-Builder of its intent to terminate following within an additional seven (7) Day day period. If Design-Builder, within such second seven (7) Day day period, fails cures, or reasonably commences to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completionproblem, then Owner Owner, in Owner’s sole discretion , may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) declaration or may choose to not terminate the insurance coverage required by contract and allow Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Buildercontinue performance. 15.2.3 9.3.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 aboveGC 9.3.2, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. . 9.3.4 In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will only be entitled to be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expensesexpense, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement reprocurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 9.3.5 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3GC 9.2.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 If Design-Builder persistently fails to: (i) provide a sufficient number of skilled workers; (ii) supply the materials required by the Contract Documents; (iii) comply with applicable Legal Requirements; (iv) timely pay, without cause, Design Consultants or Subcontractors; (v) perform the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; or (vi) perform material obligations under the Contract Documents; then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equity, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured within seven (7) Days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing Platte Valley Fuel Ethanol, LLC April 24, 2006 the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 9.3.1 If Design-Builder persistently fails to: falls to (i) provide a sufficient number of skilled workers; , (ii) supply the materials required by the Contract Documents; , (iii) comply with applicable Legal Requirements; , (iv) timely pay, without cause, Design Consultants or Subcontractors; , (v) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; adjusted, or (vi) perform material obligations under the Contract Documents; , then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 GC 9.3.2, 9.3.3, and 15.2.3 below9.3.4. Owner, by exercising these rights, does not exonerate any bond or relieve any surety of any obligations thereunder. 15.2.2 9.3.2 Upon the occurrence of an event set forth in Section 15.2.1 aboveGC 9.3.1, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured cured, within seven (7) Days days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner may give a second written notice to Design-Builder of its intent to terminate following within an additional seven (7) Day day period. If Design-Builder, within such second seven (7) Day day period, fails to cure, or reasonably commence to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 9.3.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 aboveGC 9.3.2, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. . 9.3.4 In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3.exceeds

Owner’s Right to Perform and Terminate for Cause. 15.2.1 11.2.1 If Design-Builder Construction Manager at Risk persistently fails to: to (i) provide a sufficient number of skilled workers; , (ii) supply the materials required by the Contract Documents; , (iii) comply with applicable Legal Requirements; , (iv) timely pay, without cause, Design Consultants Consultants, Subcontractors, or Sub-Subcontractors; , (v) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; adjusted, or (vi) perform material obligations under the Contract Documents; , then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 11.2.2 and 15.2.3 11.2.3 below. 15.2.2 11.2.2 Upon the occurrence of an event set forth in Section 15.2.1 11.2.1 above, Owner may provide written notice to Design-Builder Construction Manager at Risk that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured cured, within seven five (75) Days days of Design-BuilderConstruction Manager at Risk’s receipt of such notice. If Design-Builder Construction Manager at Risk fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completionproblem, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder Construction Manager at Risk of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 11.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 11.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for by the performance of the WorkOwner, all of which Design-Builder Construction Manager at Risk hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder Construction Manager at Risk shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At If the GMP Proposal has been agreed upon prior to such timetermination, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder Construction Manager at Risk will only be entitled to be paid promptly by Owner for Work performed prior to its default. If Owner’s termination was proper and if Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder Construction Manager at Risk shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expensesexpense, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement reprocurement and defense of claims arising from Design-BuilderConstruction Manager at Risk’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 11.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3Article 8 of the Agreement.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 11.2.1 If Design-Builder persistently fails to: to (i) provide a sufficient number of skilled workers; , (ii) supply the materials required by the Contract Documents; , (iii) comply with applicable Legal Requirements; , (iv) timely pay, without cause, Design Consultants or Subcontractors; , (v) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; adjusted, or (vi) perform material obligations under the Contract Documents; , then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 11.2.2 and 15.2.3 11.2.3 below. 15.2.2 11.2.2 Upon the occurrence of an event set forth in Section 15.2.1 11.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured cured, within seven (7) Days days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner may give a second written notice to Design-Builder of its intent to terminate following within an additional seven (7) Day day period. If Design-Builder, within such second seven (7) Day day period, fails to cure, or reasonably commence to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 11.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 11.2.2 above, Owner may enter elect to: 11.2.3.1 Enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Design- Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, such excess shall be paid by Owner to Design- Builder. Notwithstanding the preceding sentence, if the Agreement establishes a Guaranteed Maximum Price, Design-Builder will only be entitled to be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expensesexpense, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement reprocurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 Article 13 in the 545 Design Build Agreement hereof; or 11.2.3.2 Serve written notice upon the Design-Builder and its surety on its performance bond demanding satisfactory compliance with the limitation of liability set forth in Section 19.5 hereofContract. 15.2.4 i. If the surety assumes the Contract, all money which may become due the Design-Builder shall be payable to the surety as the Work progresses, subject to the terms of the Contract. ii. If the surety does not assume the Contract and commence performance of the Work within twenty-one (21) days after receiving the Executive Director’s notice and demand, or fails to continue to comply, the Executive Director may remove the surety from the premises. If the surety bond has provisions contrary to this right, then the 60-day time limit stated elsewhere in this Contract shall apply. iii. Upon any Surety default, Owner improperly terminates may then take possession of all material and equipment and complete the Work by use of its own forces, by letting the unfinished work to another Design-Builder, or by a combination of such methods. In any event, the cost of completing the Work shall be charged against the Design-Builder and its surety and may be deducted from any money due or becoming due from the Design- Builder. If the amount unpaid under the Agreement is insufficient for causecompletion, the termination for cause will be converted Design-Builder or surety shall pay to a termination for convenience in accordance with the provisions of Section 15.3.Owner within five

Owner’s Right to Perform and Terminate for Cause. 15.2.1 If Design-Builder persistently fails to: (i) provide a sufficient number of skilled workers; (ii) supply the materials required by the Contract Documents; (iii) comply with applicable Legal Requirements; (iv) timely pay, without cause, Design Consultants or Subcontractors; (v) perform the Work with promptness and diligence to ensure that the Work is First United Ethanol, LLC November 16, 2006 completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; or (vi) perform material obligations under the Contract Documents; or if Design-Builder fails to achieve Final Completion within ninety (90) Days after the Final Completion Date as such date may be adjusted in accordance with the terms hereof; then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equity, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured within seven (7) Days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the hereof. The limitation of liability set forth in Section 19.5 hereof. 15.2.4 If Owner improperly terminates the Agreement for causeFirst United Ethanol, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3.LLC November 16, 2006

Owner’s Right to Perform and Terminate for Cause. 15.2.1 11.2.1 If Design-Builder persistently fails to: to (i) provide a sufficient number of skilled workers; , (ii) supply the materials required by the Contract Documents; , (iii) comply with applicable Legal Requirements; , (iv) timely pay, without cause, Design Consultants or Subcontractors; , (v) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; adjusted, or (vi) perform material obligations under the Contract Documents; , then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 11.2.2 and 15.2.3 11.2.3 below. 15.2.2 11.2.2 Upon the occurrence of an event set forth in Section 15.2.1 11.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured cured, within seven (7) Days days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence (as determined by the Owner) to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner may give a second written notice to Design-Builder of its intent to terminate following within an additional seven (7) Day day period. If Design-Builder, within such second seven (7) Day day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default (as determined by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder.the 15.2.3 11.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 11.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, and take over the contracts of any Subcontractor or Consultant all of which Design-Builder hereby transfers, assigns and sets over to Owner, if Owner so requests, for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, such excess shall be paid by Owner to Design-Builder. Notwithstanding the preceding sentence, if the Agreement establishes a Guaranteed Maximum Price, Design-Builder will only be entitled to be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expensesexpense, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement reprocurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 10.5 hereof. 15.2.4 11.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3Article 8 of the Agreement.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 9.3.1 If Design-Builder persistently fails to: falls to (i) provide a sufficient number of skilled workers; , (ii) supply the materials required by the Contract Documents; , (iii) comply with applicable Legal Requirements; , (iv) timely pay, without cause, Design Consultants or Subcontractors; , (v) perform prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; adjusted, or (vi) perform material obligations under the Contract Documents; , then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equitylaw, shall have the rights set forth in Sections 15.2.2 GC 9.3.2, 9.3.3, and 15.2.3 below9.3.4. 15.2.2 9.3.2 Upon the occurrence of an event set forth in Section 15.2.1 aboveGC 9.3.1, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured cured, within seven (7) Days days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner may give a second written notice to Design-Builder of its intent to terminate following within an additional seven (7) Day day period. If Design-Builder, within such second seven (7) Day day period, fails to cure, or reasonably commence to cure cure, such problem and thereafter diligently pursue such cure to completionproblem, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 9.3.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 aboveGC 9.3.2, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. . 9.3.4 In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, such excess shall be paid by Owner to Design-Builder. Notwithstanding the preceding sentence, if the Agreement establishes a Guaranteed Maximum Price, Design-Builder will only be entitled to be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expensesexpense, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement reprocurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereofGC 2.12.2. 15.2.4 9.3.5 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3GC 9.2.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 If Design-Builder persistently fails to: (i) provide a sufficient number of skilled workers; (ii) supply the materials required by the Contract Documents; (iii) comply with applicable Legal Requirements; (iv) timely pay, without cause, Design Consultants or Subcontractors; (v) perform the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; or (vi) perform material obligations under the Contract Documents; then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equity, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured within seven (7) Days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder.. E ENERGY AXXXX, LLC August 1, 2006 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 If Design-Builder persistently fails to: (i) provide a sufficient number of skilled workers; (ii) supply the materials required by the Contract Documents; (iii) comply with applicable Legal Requirements; (iv) timely pay, without cause, Design Consultants or Subcontractors; (v) perform the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; or (vi) perform material obligations under the Contract Documents; then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equity, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to may terminate the Agreement unless the problem cited is cured, or commenced to be cured within seven (7) Days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to that it may terminate following an additional seven (7) Day period. If Design-Builder, within such second seven (7) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, or (iv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing [Name of Project Company] _____ ___, 2006 the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If Owner improperly terminates the this Agreement for causepursuant to Section 15.2, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3.

Owner’s Right to Perform and Terminate for Cause. 15.2.1 If Design-Builder persistently fails to: (i) provide a sufficient number of skilled workers; (ii) supply the materials required by the Contract Documents; (iii) comply with applicable Legal Requirements; (iv) timely pay, without cause, Design Consultants or Subcontractors; (v) perform the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted in accordance with this Agreement; or if Design-Builder fails to (via) perform material obligations under the Contract Documents, or (b) achieve Final Completion within eight hundred and fifteen (815) Days after the date of the Notice to Proceed; then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law or equity, shall have the rights set forth in Sections 15.2.2 and 15.2.3 below. 15.2.2 Upon the occurrence of an event set forth in Section 15.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured within seven (7) Days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completion, then Owner may give a second written notice to Design-Builder of its intent to terminate following an additional seven thirty (730) Day period. If Design-Builder, within such second seven thirty (730) Day period, fails to cure, or reasonably commence to cure such problem and thereafter diligently pursue such cure to completionproblem, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. If (i) the insurance coverage required by Design-Builder pursuant Article 17 hereof is suspended or cancelled without Design-Builder providing immediate replacement coverage (and, in any case, within fourteen (14) Days of the occurrence thereof) meeting the requirements specified in Article 17 hereof; (ii) if applicable, a default occurs under the Performance Bond or the Payment Bond, or the Performance Bond or Payment Bond is revoked or terminated and such Performance Bond or the Payment Bond is not immediately replaced (and, in any case, within fourteen (14) Days of the occurrence thereof) by Design-Builder with a Performance Bond or a Payment Bond providing at least the same level of coverage in a form and from a surety acceptable to Owner and Lenders, or the surety under the Performance Bond or Payment Bond institutes or has instituted against it a case under the United States Bankruptcy Code; (iii) Design-Builder purports to make an assignment of this Agreement in breach of the provisions of Section 21.1 hereof, (iv) Design-Builder fails to achieve Final Completion within eight hundred and fifteen (815) Days of the Notice to Proceed; or (ivv) any representation or warranty made by Design-Builder under Section 18.1 hereof was false or One Earth Energy, LLC May 17, 2007 materially misleading when made, then Owner may terminate this Agreement upon written notice to Design-Builder. 15.2.3 Upon declaring the Agreement terminated pursuant to Section 15.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, Design-Builder will be paid promptly by Owner for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys’ fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 19.4 and the limitation of liability set forth in Section 19.5 hereof. 15.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 15.3.