Common use of Termination of Exclusivity Clause in Contracts

Termination of Exclusivity. Notwithstanding anything to the contrary contained in this Agreement: (a) The Cendant Entities shall have the right to terminate the exclusivity provisions of Section 2.1, following notice and an opportunity to cure within the applicable Cure Period set forth below, (i) if the Company is prohibited by law, regulation, rule, order or other legal or regulatory restriction, or for any other reason, from performing its origination function in any jurisdiction (the “Nonperformance Jurisdiction”), but in such case exclusivity shall only be terminated with respect to the Nonperformance Jurisdiction; (ii) in the event there is a material violation or breach by PHH or any of its respective Affiliates (including the PHH Member acting in any capacity whatsoever, including as Managing Member) of any representation, warranty, covenant or other agreement contained in this Agreement or any other Transaction Document; or (iii) upon the occurrence of a “PHH Regulatory Event” or a “Company Regulatory Event,” as each are defined in the Operating Agreement. The “Cure Period” shall be (x) in the case of (ii) and (iii) above, thirty (30) calendar days after notice of such event has been provided by any of the Cendant Entities to the PHH Entities; provided, however, that PHH shall have an additional thirty (30) day cure period (other than in respect of breaches resulting from payment defaults) if it is diligently pursuing a cure and the Cendant Member, in its reasonable judgment, believes that the event will be cured within such extension period, and (y) in the case of (i) above, ninety (90) calendar days after notice of such event has been provided by any of the Cendant Entities to the PHH Entities; provided, however, that PHH shall have an additional thirty (30) day cure period if it is diligently pursuing a cure and the Cendant Member, in its reasonable judgment, believes that the event will be cured within such extension.

Termination of Exclusivity. Notwithstanding anything to the contrary contained in this Agreement: (a) The Cendant Entities shall have Delta may terminate Xxxx’s right to exclusivity under Section 3.2 if (i) there is a material breach of clauses identified in the Ancillary Agreements as giving a right to terminate the exclusivity provisions of Section 2.1, following notice and an opportunity to cure within the applicable Cure Period set forth below, (i) if the Company is prohibited by law, regulation, rule, order or other legal or regulatory restrictionsuch exclusivity, or for any other reason, from performing its origination function in any jurisdiction (the “Nonperformance Jurisdiction”), but in such case exclusivity shall only be terminated with respect to the Nonperformance Jurisdiction; (ii) in a given metropolitan area within the event Territory if (x) Joby is unable to obtain all necessary certifications or regulatory permissions or is otherwise unable to launch the “Home to Seat” service within such metropolitan area within a commercially reasonable time that aligns with Delta’s good faith plans to launch an eVTOL “Home to Seat” service within such metropolitan area, or (y) within [*****] after Commercial Launch, Joby declines to launch in such metropolitan area; provided, however, [*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (b) Joby may terminate Delta’s right to exclusivity under Section 3.1 and right of first negotiation under Section 3.3 if there is a material violation or breach by PHH or any of its respective Affiliates (including the PHH Member acting in any capacity whatsoever, including as Managing Member) of any representation, warranty, covenant or other agreement contained in this Agreement or any other Transaction Document; or (iii) upon the occurrence of a “PHH Regulatory Event” or a “Company Regulatory Event,” as each are defined clauses identified in the Operating Agreement. The “Cure Period” shall be (x) in the case of (ii) and (iii) above, thirty (30) calendar days after notice of Ancillary Agreements as giving a right to terminate such event has been provided by any of the Cendant Entities to the PHH Entitiesexclusivity; provided, however, that PHH prior to Joby terminating Delta’s right to exclusivity or right of first negotiation, Joby shall provide written notice to Delta specifying the facts and circumstances for the termination of Delta’s right to exclusivity or right of first negotiation, and Delta shall have an additional thirty sixty (3060) day cure period (other than in respect of breaches resulting days from payment defaults) if it is diligently pursuing a cure and the Cendant Member, in its reasonable judgment, believes that the event will be cured within such extension period, and (y) in the case of (i) above, ninety (90) calendar days after notice receipt of such event has been provided by notice to cure or address any of the Cendant Entities such facts or circumstances to the PHH EntitiesXxxx’s reasonable satisfaction; and further provided, however, that PHH shall have an additional thirty (30) day cure period if it is diligently pursuing the Parties must first attempt to remedy any such facts or circumstances leading to a cure and contemplated termination in good faith through the Cendant MemberSteering Committee or the Parties’ respective executives, as provided in its reasonable judgment, believes that the event will be cured within such extensionSection 9 below.