Common use of Early Termination Clause in Contracts

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. If a Triggering Event (adefined in Section 4.2) If and for as long as an Event of Default occurs with respect to a Defaulting either Party has occurred and is continuingat any time during the term of this Agreement, the other Party (“Non-Defaulting the "Notifying Party”") has the right to may (i) send Noticeupon two Business Days written notice to the first Party, designating which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a day, no earlier than the day such Notice is deemed to be received date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 21.1) 8.4, and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to the Defaulting Party under any party, all Transactions and this AgreementAgreement in respect thereof shall automatically terminate, (vi) suspend performancewithout notice, and/or (vii) exercise any other right or remedy available at Law or as if an Early Termination Date had been immediately declared except as provided in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationSection 8.4. If an Early Termination Date occurs, the Non-Defaulting Notifying Party shall calculatein good faith calculate its damages, in a commercially reasonable mannerincluding its associated costs and attorneys' fees, a Termination Payment as resulting from the termination of the Early terminated Transactions (the "Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Payment"). The Termination Payment will be calculated using determined by (i) comparing the Damage Payment Amount instead value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the Settlement Amountsettlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Non-Defaulting Notifying Party shall not have to enter into any transactions to replace give the Agreement Affected Party (defined in order to establish a Settlement Amount. (cSection 4.2) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party written notice of the amount of the Termination Payment and whether the Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Non-Defaulting Notifying Party. The Notice will include a written statement explaining in reasonable detail , the calculation of such amount and the sources for such calculation. The Affected Party that owes shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall make pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party within ten (10) Business Days after all additional amounts payable by it pursuant to this Agreement, but all such Notice is effective. (d) amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Defaulting Affected Party disputes disagrees with the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of issue shall be submitted to arbitration pursuant to this Agreement and the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the resulting Termination Payment shall be resolved in accordance with Article Eighteendue and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. If RECEIVING PARTY wishes to terminate a Corporate Service (aor a portion thereof) If and for as long as an Event of Default with respect to on a Defaulting Party has occurred and date that is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, RECEIVING PARTY shall provide written notice (ivthe “Termination Notice”) collect to PROVIDING PARTY of a proposed termination date for such Corporate Service (or portion thereof), at least ninety (90) days prior to such proposed termination date. Upon receipt of such notice, PROVIDING PARTY shall promptly provide notice to RECEIVING PARTY (the “Termination Dispute Notice”) in the event that PROVIDING PARTY believes in good faith that, notwithstanding PROVIDING PARTY using its commercially reasonable efforts, the requested termination will have a material adverse impact on other Corporate Services and the scope of such adverse impact. In such event, the Parties will resolve the dispute in accordance with Section 1.4. If PROVIDING PARTY does not provide the Termination PaymentDispute Notice, (v) withhold any payments due to based on the Defaulting Party under this Agreementstandards set forth above, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation days of the date on which the Termination PaymentNotice was received, then, effective on the termination date proposed by RECEIVING PARTY in whole its Termination Notice, such Corporate Service (or in partportion thereof) shall be discontinued (thereafter, a “Discontinued Corporate Service”) and deemed deleted from the Scheduled Services to be provided hereunder and thereafter, this Agreement shall be of no further force and effect with respect to the Discontinued Corporate Service (or portion thereof), except as to obligations accrued prior to the date of discontinuation of such Corporate Service (or portion thereof). Upon the occurrence of any Discontinued Corporate Service, the Defaulting Party shallParties shall promptly update Schedule 1.1(a) to reflect the discontinuation, and the Corporate Service Fees shall be adjusted in accordance therewith and the provisions of Article III. Notwithstanding anything to the contrary contained herein, at any time that employees of PROVIDING PARTY or its Subsidiaries or Affiliates move to a department within five RECEIVING PARTY or its Subsidiaries or Affiliates (5) Business Days of receipt an “Employee Shift”), a proportional portion of the Non-Defaulting Party’s calculation relevant Corporate Service shall be deemed automatically terminated. If a Corporate Service, or portion thereof, is terminated as a result of an Employee Shift, then such termination shall take effect as of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation date of the basis for such dispute. Disputes regarding Employee Shift, and the Termination Payment adjustment in Corporate Service Fees shall be resolved in accordance with Article Eighteenalso take effect as of the date of the Employee Shift.

Early Termination. (a) If Either Party, in addition to any other rights and for remedies hereunder, shall have the right to terminate this Agreement as long as an Event to all or any Portfolio or Fund upon the occurrence of Default with respect to a Defaulting Party has occurred and is continuing, either of the following events: (i) in the event that (A) the other Party ceases to carry on its business or (“Non-Defaulting Party”B) has an action is commenced by or against the right other Party under Title 11 of the United States Code or a receiver, conservator or similar officer is appointed for the other Party and such suit, conservatorship or receivership is not discharged within thirty (30) days; or (ii) a failure by the other Party or its assigns to perform its duties in accordance with this Agreement, which failure materially adversely affects the business operations of the other Party and which failure continues for sixty (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (2060) days after receipt from the first Party of written notice specifying such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreementfailure. (b) In addition to any other amounts that may be payable pursuant to this Section 12.3, upon any termination of this Agreement, each Fund shall pay to the event of early termination, Transfer Agent such compensation and any reimbursable expenses as may be due under the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment terms hereof as of the Early Termination Date; provided that if the Event date of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountsuch termination. (c) As soon In addition to the amounts set forth in sub-section (b), in the event that any Fund terminates the Agreement prior to the end of the Initial Term (except for termination pursuant to Section 12.3(a)) then such Fund or Funds shall pay the Transfer Agent an amount equal to the average monthly fee paid by the terminating Funds to the Transfer Agent under the Agreement during the twelve (12) month period immediately prior to the date notice of termination is given to the Transfer Agent, multiplied by the lesser of: (i) the months remaining in the Initial Term; or (ii) six (6) months, and calculated as practicable after establishing set forth on the Early Termination Datecurrent Fee Schedule on the date notice of termination is given to the Transfer Agent. Also, effective as of the Non-Defaulting Party first day of any month in which the Transfer Agent receives notice of such termination, all discounts of fees and charges or fee concessions provided under this Agreement shall Notify cease and shall be recoverable retroactively to the Defaulting Party of date such discount or fee concession was first granted and the Fund shall return the amount of any such discounts and fee concessions and thereafter pay full, undiscounted fees and charges for the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveservices. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. In the event of that a Change in Control, any surviving corporation or acquiring corporation may assume or continue this Warrant or may substitute a similar Warrant for this Warrant (ait being understood that a similar Warrant shall include, but shall not be limited to, a Warrant to acquire the same consideration paid to the stockholders or the Company, as the case may be, pursuant to the Change in Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Warrant may be assigned by the Company to the successor of the Company (or such successor’s parent company), if any, in connection with such Change in Control. In the event that a Change in Control is a 409A Change in Control Event (the “Exempt Corporate Transaction”) If and any surviving corporation or acquiring corporation does not assume or continue this Warrant or substitute a similar Warrant for as long as an Event this Warrant, then the vesting of Default this Warrant shall accelerate in full and this Warrant shall terminate if not exercised (if applicable) at or prior to the consummation of such Exempt Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to Common Stock issued pursuant to the Warrant shall (contingent upon the consummation of the Exempt Corporate Transaction) lapse. In the event that a Defaulting Party has occurred and Change in Control is continuing, not a 409A Change in Control Event (the other Party (“Non-Defaulting PartyExempt Corporate Transaction”) has and any surviving corporation or acquiring corporation does not assume or continue this Warrant or substitute a similar Warrant for this Warrant, then the right vesting of this Warrant shall not accelerate and this Warrant shall terminate if not exercised (if applicable) at or prior to the consummation of such Non-Exempt Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to Common Stock issued pursuant to the Warrant shall (icontingent upon the consummation of the Non-Exempt Corporate Transaction) send Notice, designating a day, no earlier than lapse. The Company shall provide to the day such Notice is deemed to be received (as provided in Section 21.1) and no later than Holder twenty (20) days after advance written notice of such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between Warrant the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as consummation of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right either an Exempt Corporate Transaction or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the a Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountExempt Corporate Transaction. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.”

Early Termination. (a) If and The Trust shall terminate by ----------------- the Trustee mailing notice of such termination to the Owners of all Receipts then outstanding at least 30 days prior to the date set for as long as an Event termination if any of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to following occurs: (i) send Notice, designating The Trustee is notified that the Receipts are delisted from a day, no earlier than national securities exchange and are not approved for listing on another national securities exchange within 5 business days of their delisting; (ii) Owners of at least 75% of the day such Notice is deemed outstanding Receipts notify the Trustee that they elect to be received terminate the Trust; or (iii) 60 days shall have expired after the Trustee shall have delivered to the Initial Depositor and the Owners a written notice of its election to resign and a successor trustee shall not have been appointed and accepted its appointment as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement5.4. (b) In On and after the event date of early termination, the Non-Defaulting Party shall calculateOwner of a Receipt will, in a commercially reasonable manner, a Termination Payment as upon (i) Surrender of such Receipt at the Corporate Trust Office of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting PartyTrustee, then the Termination Payment will be calculated using the Damage Payment Amount instead (ii) payment of the Settlement Amount. The Non-Defaulting Party shall not have fee of the Trustee for the Surrender of Receipts referred to enter into in Section 2.7, and (iii) payment of any transactions applicable taxes or charges, be entitled to replace the Agreement in order Delivery, to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Datehim or upon his order, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of Underlying Securities evidenced by such Receipt. If any Receipts shall remain outstanding after the Termination Payment and whether date of termination, the Termination Payment is owed Trustee thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends or other distribution to the Non-Defaulting Party. The Notice will include a written statement explaining Owners thereof, and shall not give any further notices or perform any further acts under these Standard Terms or the applicable Depositary Trust Agreement, except that the Trustee shall continue to collect dividends and other distributions pertaining to Underlying Securities and hold the same uninvested and without liability for interest, shall sell rights as provided in reasonable detail these Standard Terms or the calculation applicable Depositary Trust Agreement, and shall continue to deliver Underlying Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts Surrendered to the Trustee (after deducting or upon payment of, in each case, the fee of the Trustee set forth in 5.6 for the Surrender of Receipts, any expenses for the account of the Owner of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved Receipts in accordance with Article Eighteenthe terms and conditions of the Depositary Trust Agreement, and any applicable taxes or charges). At any time after the expiration of one year following the date of termination, the Trustee may sell the Underlying Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which --- ---- have not theretofore been Surrendered, such Owners thereupon becoming general creditors of the Trustee with respect to such net proceeds. After making such sale, the Trustee shall be discharged from all obligations under these Standard Terms with respect to the Receipts and the applicable Depositary Trust Agreement, except to account for such net proceeds and other cash (after deducting, in each case, the fee of the Trustee for the Surrender of Receipts, any fees of the Trustee due and owing from the Owner of such Receipts pursuant to Section 5.6, any expenses for the account of the Owner of such Receipts in accordance with the terms and conditions of the Depositary Trust Agreement, and any applicable taxes or governmental charges). Upon the termination of the applicable Depositary Trust Agreement, the Initial Depositor shall be discharged from all obligations under such Depositary Trust Agreement except for its obligations to the Trustee under Section 5.5.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4)Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. As of the Effective Time, notwithstanding anything to the contrary set forth in the Existing Agreement, only upon the occurrence of any of the following events and subject to the notice and cure periods (if applicable) set forth below, the Trust may terminate the Agreement during the Initial Term or any renewal period without penalty upon written notice to RFS following the occurrence of: (a) If and for a determination by a majority of the Trust’s trustees who are not “interested persons” (as long as an Event defined in Section 2(a)(19) of Default the ▇▇▇▇ ▇▇▇) of a party to the Agreement (the “Independent Trustees”), after consultation with respect outside counsel, that continuation of the Agreement would be inconsistent with the fiduciary duties of the Trust’s board of trustees (such fiduciary duty to a Defaulting Party has occurred and be interpreted in accordance with the laws of the state in which the Trust is continuingorganized), the other Party (“Non-Defaulting Party”) has the right to provided that (i) send Notice, designating a day, prior to the effectiveness of such termination (which may be no earlier than sixty (60) days following delivery of written notice of termination by the day such Notice is deemed to be received (as provided in Section 21.1Trust) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between commencing as promptly as practicable following the Parties (except for disputed amounts as provided in Section 9.4)delivery of notice from the Trust, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due parties will use good faith efforts to negotiate amendments to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity Agreement to the extent otherwise permitted under this Agreement.avoid such termination; (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as material breach of the Early Termination Date; Agreement, provided that if the Event RFS shall have sixty (60) days from delivery of Default occurs prior written notice of breach to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount.cure such material breach; (c) As soon as practicable after establishing RFS, or its direct or indirect parent, filing for bankruptcy, insolvency, dissolution or liquidation; (d) material regulatory non-compliance by RFS that is reasonably likely to adversely affect the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party provision of services of the amount type provided by RFS under the Agreement to the Trust, or disqualification of RFS or its affiliates from providing the services set forth under the Agreement to the Trust; or (e) a material diminution (other than as contractually agreed between the Trust and RFS) in the quality of the Termination Payment and whether the Termination Payment is owed services provided by RFS relative to the Non-Defaulting Partyquality of services provided by RFS in the one (1) year prior to the Effective Time (taking into account regulatory developments and requests of the Trust), provided that RFS shall have sixty (60) days from delivery of written notice to cure such material diminution. The Notice will include a written statement explaining Any notices delivered by the Trust to RFS pursuant to clauses (b) or (e) of this Section 5 shall specify in reasonable detail the calculation of such amount Trust’s grounds for termination, as applicable, and the sources Trust shall respond promptly to any questions from RFS regarding such notice and the grounds for such calculationtermination included therein. The Party that owes the Termination Payment shall make such payment Notwithstanding any other provision to the other Party within ten (10) Business Days after such Notice is effective. (d) If contrary in the Defaulting Party disputes Agreement, the Non-Defaulting Party’s calculation Trust may not provide notice of termination to RFS during the period beginning at the time of consummation of the Termination Payment, in whole or in part, acquisition of RFS by MUTB and ending at the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenEffective Time.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.122.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.122.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.410.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenNineteen.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuingoccurred, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4)Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) . In the event of early termination, the Non-Defaulting Party shall calculate, in be entitled to a commercially reasonable manner, a “Termination Payment as of Payment” equal to (i) the Project Development Security if the Early Termination Date; provided that if the Event of Default Date occurs prior to the Initial Delivery Date and or (ii) the Seller is Delivery Term Security if the Defaulting Party, then Early Termination Date occurs on or after the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement AmountInitial Delivery Date. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Non- Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) . If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. 10.2.1 ALY may, at any time and from time to time, terminate this Agreement, as to all or any portion of the Lease Applications (aor Leases granted thereby) If and Properties, by notifying IIM of its intent to file for as long as record in the IDL office (with a copy to IIM) a good and sufficient surrender or notice of termination of all or a portion of the Lease Applications (or Leases granted thereby). Upon receipt of such notification of intent to surrender or terminate, IIM, or its designated subsidiary, will have fourteen (14) calendar days to elect to receive a reassignment of such Lease Applications (or Leases granted thereby) from ALY free and clear of all liens and encumbrances or instruct ALY to proceed with filing such notice of surrender with the IDL office. In the event IIM elects to receive reassignment, ALY will execute an Event appropriate State assignment form, and generally shall cooperate with IIM and the State to implement the intent of Default such reassignment; however, ALY does not represent or warrant that the State will accept such reassignment, nor shall ALY bear any of the costs associated with reassignment. This Agreement shall terminate with respect to a Defaulting Party has occurred that portion of the Properties described in the surrender or termination notice to the IDL office, and is continuingall rights, liabilities and obligations of ALY under this Agreement with respect to that portion of the other Party Properties described in such notice shall terminate on the date specified in the notice, except those rights which survive termination and those liabilities and obligations existing on the date of termination. If IIM elects not to re-acquire the surrendered Lease Applications (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1or Leases granted thereby) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1)Properties, as an early termination date of this Agreement (“Early Termination Date”)then either IIM or ALY, (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4)or their subsidiaries, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due may apply to the Defaulting Party under this AgreementIDL office for the lease to such surrendered Properties at any time thereafter, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity and such after-acquired Properties shall not be subject to the extent otherwise permitted under terms of this Agreement. (b) 10.2.2 In the event of early such termination, the Non-Defaulting Party shall calculateall equipment, in a commercially reasonable manner, a Termination Payment as machinery and supplies that have been brought upon such portion of the Early Termination Date; provided Properties by ALY shall be removed by ALY from the portion of the Properties so surrendered within twelve months of providing such notice except such facilities on the Properties that if IIM elects to retain. 10.2.3 In the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Partyevent IIM does not make an election within said fourteen (14) days or elects that ALY should surrender its interest, then ALY shall promptly file a notice of termination of interest with the Termination Payment will be calculated using IDL for the Damage Payment Amount instead portion of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountProperties so surrendered. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. This Agreement may be terminated as follows: (a) If and for as long as an Event of Default with respect to a Defaulting Party the NDA Transfer Date has not occurred and is continuing, the other Party within six (“Non-Defaulting Party”6) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as months of the Early Termination Effective Date, (iv) collect the Termination Payment, (v) withhold any payments due either Party may provide written notice of an intent to the Defaulting Party under terminate this Agreement, (vi) suspend performanceprovided that if a Party intends to terminate the Agreement, and/or (vii) exercise any other right or remedy available at Law or such Party shall first discuss in equity good faith the reasons for seeking termination and considers potential alternatives to termination, including potential amendments to the extent otherwise permitted Agreement. Termination under this AgreementSection 11.2(a) shall not effective be sooner than thirty (30) days from the date of notice. (b) In Either Party may, without prejudice to any other remedies available to it under this Agreement or at Applicable Law or in equity: (i) immediately terminate this Agreement upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, in the case of any involuntary bankruptcy, reorganization, liquidation, receivership or assignment proceeding such right to terminate shall only become effective if such other Party consents to the involuntary proceeding or such proceeding is not dismissed within sixty (60) days after the filing thereof; or CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) terminate this Agreement prior to expiration of the Term in the event the other Party is in material default or breach of early terminationthe performance of its obligations hereunder, and has not cured such breach within (i) thirty (30) days after written notice thereof provided by the Nonnon-Defaulting breaching Party shall calculateto the breaching Party, in case such breach is a commercially reasonable manner, non-payment of any amount due under this Agreement (which shall be deemed a Termination Payment as material breach) and (ii) sixty (60) days after written notice thereof provided by the non-breaching Party to the breaching Party for other cases of breach. The termination shall become effective at the end of the Early Termination Date; provided that (x) thirty (30) day period in case the breach is a non-payment of any amount due under this Agreement if the Event breaching Party has not cured such breach during such thirty (30) day period, or (y) sixty (60) day period for other cases of Default occurs prior to breach unless the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amountbreaching Party cures such breach during such sixty (60) day period. The Non-Defaulting Party right of either Braeburn or Knight to terminate this Agreement as provided in this Section 11.2 shall not have be affected in any way by such Party’s waiver or failure to enter into take action with respect to any transactions to replace the Agreement in order to establish a Settlement Amountprevious breach or default. (c) As soon as practicable Braeburn may, without prejudice to any other remedies available to it under this Agreement or at Applicable Law or in equity, terminate this Agreement: (i) on thirty (30) days written notice to Knight, if Knight, following Launch, discontinues commercial sale of Sublicensed Product for a period of three (3) months or more for reasons unrelated to Force Majeure, regulatory or safety issues or supply or manufacturing or Sublicensed Product quality issues and subsequently fails to resume sales of a Product within thirty (30) days of having been notified in writing of such failure by Braeburn; (ii) upon written notice to Knight in the event Knight or any of its Affiliates or sublicensees commences any legal proceeding seeking to challenge or otherwise dispute the validity or ownership of any of the Braeburn Patents or any of the claims therein, or knowingly assists any Third Party to do any of the foregoing, which termination shall be effective on the date set forth in such notice; or (iii) If Braeburn determines, in its sole discretion, that it is in its best interests to terminate the Titan Agreement pursuant to any one of Sections 12.2(c)(i), 12.2(c)(iii), and 12.2(c)(iv) of the Titan Agreement, then Braeburn shall provide Knight with at least ninety (90) days’ prior notice and, during such ninety-day (90-day) period, Braeburn shall discuss with Knight, in good faith, whether the grounds upon which Braeburn judges termination to be in its best interests can be adequately mitigated. If, after establishing discussions with Knight, Braeburn still decides it is in Braeburn’s best interests to terminate the Early Termination DateTitan Agreement, then Braeburn shall negotiate CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. in good faith with Titan and Knight to determine whether Titan would agree to license rights in the Territory directly to Knight, including a commitment to supply Sublicensed Products to Knight. Notwithstanding the foregoing, Braeburn may not terminate this Agreement under this Section 11.2(c)(iii) prior to three (3) years following the NDA Transfer date and then only upon at least one (1) year prior notice. If Braeburn terminates the Titan agreement pursuant to this Section 11.2(c)(iii), then, notwithstanding the termination of this Agreement, the Non-Defaulting Party ROFN outlined in Section 2.9 shall Notify survive for the Defaulting Party remainder of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveInitial Term. (d) If Either Party may, without prejudice to any other remedies available to it under this Agreement or at Applicable Law or in equity, terminate this Agreement immediately upon written notice to the Defaulting other Party, if either Party disputes determines in good faith that it is not advisable for Knight to continue to Commercialize any Sublicensed Products in the Non-Defaulting Party’s calculation Territory as a result of a bona fide safety issue regarding any Sublicensed Products. (e) This Agreement shall automatically terminate in the event the Titan Agreement is terminated prior to the expiration of the Termination PaymentTerm; provided that Braeburn shall not seek to terminate the Titan Agreement for any reason other than what is contemplated in Section 11.2(c) hereof, in whole or in part, the Defaulting Party shall, within five (5Section 12.2(a) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenTitan Agreement.

Early Termination. (a) If and for as long as an Event Either Party may terminate this Agreement prior to expiration of Default with respect to a Defaulting Party has occurred and is continuing, the Term in the event that the other Party (as used in this subsection, the “Non-Defaulting Breaching Party”) shall have materially breached or defaulted in the performance of any of its obligations hereunder, and has not cured such breach within [*] (after notice requesting cure of the breach), provided, however, that if a breach other than a non-payment is not capable of being cured within [*] of such written notice, the Agreement may not be terminated sooner than [*] of such written notice so long as the breaching Party commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. The right of either Indevus or Valera to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (terminate this Agreement as provided in this Section 21.1) and no later than twenty (20) days after 12.2 shall not be affected in any way by such Notice is deemed Party’s waiver or failure to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold take action with respect to any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right previous breach or remedy available at Law or in equity to the extent otherwise permitted under this Agreementdefault. (b) In Either Party may terminate this Agreement upon the event filing or institution of early terminationbankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the Non-Defaulting Party shall calculateassets for the benefit of creditors by the other Party; provided, however, in a commercially reasonable mannerthe case of any involuntary bankruptcy, a Termination Payment as of the Early Termination Date; provided that reorganization, liquidation, receivership or assignment proceeding such right to terminate shall only become effective if the Event of Default occurs prior Party consents to the Initial Delivery Date and involuntary proceeding or such proceeding is not dismissed within [*] after the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountfiling thereof. (c) As soon as practicable after establishing the Early Termination DateIndevus may terminate this Agreement on [*] written notice to Valera if (i) Valera discontinues commercial sale of VANTAS for a period of [*] or more, the Non-Defaulting Party shall Notify the Defaulting Party and subsequently fails to resume sales of the amount VANTAS within [*] of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining having been notified in reasonable detail the calculation writing of such amount and failure by Indevus; or (ii) fails to provide sufficient quantities of Finished Product as per Forecasts for a period of [*] or more at any time during the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveTerm. (d) If Either Party may terminate this Agreement on [*] written notice to the Defaulting other Party disputes in the Non-Defaulting event of a complete withdrawal of VANTAS from the Territory. (e) Either Party may terminate this Agreement by providing written notice of such election to the other Party’s calculation , if Valera enters into an agreement with a Third Party with respect to the transfer or sale of its business or all or substantially all of its assets or in the event of a merger, consolidation, or similar corporate transaction; provided, however, that (i) the effective date of such termination shall be the earlier of (A) [*] after receipt by the other party of such written notice, or (B) the date of the Termination Payment, in whole or in part, the Defaulting Party closing of such transaction; and (ii) if Valera elects to terminate this Agreement pursuant to this Section 12.2(e) it shall, within five (5) Business Days upon the effective date of receipt such termination, pay Indevus a cash fee at the closing of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such disputetransaction aggregating [*]. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.[*] CONFIDENTIAL TREATMENT REQUESTED

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.49.5), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that . The “Termination Payment” will be equal to (i) the Project Development Security, less any Delay Damages, if the Event of Default Early Termination Date occurs prior to the Initial Delivery Date and or (ii) equal to the Seller is Delivery Term Security if the Defaulting Party, then Early Termination Date occurs after the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountInitial Delivery Date. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation Notice of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a1) If Section 6(b)(ii) is hereby amended by adding at the end of the first paragraph the following: ", provided that the party seeking to make the transfer to avoid a Termination Event shall deliver to Party B (in the case of transfers by Party A) or to Party A (in the case of transfers by Party B) written confirmation from each Rating Agency then rating any class of Notes that such transfer will not result in its then-current rating of each class of Notes being withdrawn or lowered." (2) Notwithstanding anything to the contrary in this Agreement, if the Early Termination Date of the Sole Transaction occurs or is effectively designated, Party A and for Party B agree as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to follows: (i) send Notice, designating a day, no earlier than the day such Notice is deemed The Calculation Agent shall calculate an amount that would be payable to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of or by Party B under this Agreement (“in respect of such Early Termination Date”Date (such amount, including any Trust Swap Payment Amount or Trust Swap Receipt Amount constituting any portion thereof, the "Termination Payment"), . (ii) accelerate all amounts owing between To the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect extent that Party A is required to pay the Termination PaymentPayment to Party B, (v) withhold any payments due to Party A shall pay such amount in accordance with the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under terms of this Agreement. (biii) In To the event of early termination, extent that Party B is required to pay the Non-Termination Payment to Party A where: (A) Party B is the Defaulting Party shall calculate(provided, in a commercially reasonable mannerhowever, a Termination Payment as of that to the Early Termination Date; provided extent that if Party B is the Defaulting Party with respect to an Event of Default occurs prior specified in Section 5(a)(i) of the Agreement (Failure to Pay or Deliver) this priority shall apply only with respect to the Initial Delivery Date Trust Swap Payment Amount (and not the Seller remainder of the Termination Payment)), Party B shall pay such amount in accordance with Section 8.02(c)(i), Section 8.02(e)(i) (to the extent of any Net Trust Swap Payment Carryover Shortfalls included in such Termination Payment), Section 10.01 or Section 5.04(b), priority "SECOND," of the Indenture or Section 2(e)(iv)(C) of the Administration Agreement, as applicable. (B) Party A is the Defaulting Party, then the Early Termination Date arises from a Termination Event (other than an Additional Termination Event) or Party B is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(i) (exclusive of any Trust Swap Payment Amount paid pursuant to Clause (A)), Party B shall pay such Termination Payment in accordance with Section 8.02(d)(viii), Section 8.02(e)(i) (to the extent of any Net Trust Swap Payment Carryover Shortfalls included in such Termination Payment), Section 10.01 or Section 5.04(b), priority "ELEVENTH," of the Indenture. (C) Party B replaces Party A with a successor to Party A, Party B and Party A agree to cause the successor to Party A to pay the Termination Payment will be calculated using (or such lesser amount actually paid by such successor) to Party A. Any amounts actually received by Party A under this clause (C) shall reduce the Damage Payment Amount instead amounts payable pursuant to clauses (A) and (B); Party A shall pay to Party B any excess of the Settlement Amount. The Non-Defaulting amounts actually received by Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. A under this clause (cC) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of over the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4)Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that . The “Termination Payment” will be equal to (i) the Project Development Security, less any Delay Damages, if the Event of Default Early Termination Date occurs prior to the Initial Delivery Date and or (ii) equal to the Seller is Delivery Term Security if the Defaulting Party, then Early Termination Date occurs after the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountInitial Delivery Date. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. As of the Effective Time, notwithstanding anything to the contrary set forth in the Existing Agreement, only upon the occurrence of any of the following events and subject to the notice and cure periods (if applicable) set forth below, the Trust may terminate the Agreement during the Initial Term or any renewal period without penalty upon written notice to RFS following the occurrence of: (a) If a determination by a majority of the Trust’s trustees who are not “interested persons” (as defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) of a party to the Agreement (the “Independent Trustees”), after consultation with outside counsel, that continuation of the Agreement would be inconsistent with the fiduciary duties of the Trust’s board of trustees (such fiduciary duty to be interpreted in accordance with the laws of the state in which the Trust is organized), provided that (i) prior to the effectiveness of such termination (which may be no earlier than sixty (60) days following delivery of written notice of termination by the Trust) and (ii) commencing as promptly as practicable following the delivery of notice from the Trust, the parties will use good faith efforts to negotiate amendments to the Agreement to avoid such termination; (b) a material breach of the Agreement, provided that RFS shall have sixty (60) days from delivery of written notice of breach to cure such material breach; (c) RFS, or its direct or indirect parent, filing for bankruptcy, insolvency, dissolution or liquidation; (d) material regulatory non-compliance by RFS that is reasonably likely to adversely affect the provision of services of the type provided by RFS under the Agreement to the Trust, or disqualification of RFS or its affiliates from providing the services set forth under the Agreement to the Trust; or (e) a material diminution (other than as long contractually agreed between the Trust and RFS) in the quality of the services provided by RFS relative to the quality of services provided by RFS in the one (1) year prior to the Effective Time (taking into account regulatory developments and requests of the Trust), provided that RFS shall have sixty (60) days from delivery of written notice to cure such material diminution. Any notices delivered by the Trust to RFS pursuant to clauses (b) or (e) of this Section 5 shall specify in reasonable detail the Trust’s grounds for termination, as an Event applicable, and the Trust shall respond promptly to any questions from RFS regarding such notice and the grounds for termination included therein. Notwithstanding any other provision to the contrary in the Agreement, the Trust may not provide notice of Default termination to RFS during the period beginning at the time of consummation of the acquisition of RFS by MUTB and ending at the Effective Time. For the avoidance of doubt, the continuation or termination of the Agreement with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to Trust shall be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as independent of the Early Termination Date, (iv) collect continuation or termination of the Termination Payment, (v) withhold any payments due Agreement with respect to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this AgreementTrust. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. Subject to Section 7.01, this Agreement may not be terminated except: (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as by mutual agreement of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement.parties; or (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior pursuant to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead remedy provisions of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount.Section 8.03; or (c) As soon upon the occurrence of the sale or transfer (i) by NRG South Trent Holdings LLC of 100% of the membership interests NRG South Trent Holdings LLC owns in the Project Company (including pursuant to a private secured party sale under Section 9-610 of the Uniform Commercial Code as practicable after establishing enacted in New York) or (ii) by the Early Project Company of all or substantially all of the assets of the Project Company, and in each such case, for a period of sixty (60) days thereafter (the “Sale Termination DateOption Period”), in which case, Project Company (or its transferee upon an assignment of this Agreement to transferee in connection with a sale or transfer of all or substantially all of the assets of Project Company to transferee) will have the right to terminate this Agreement, at its option, by providing sixty (60) days’ prior written notice to the Administrator of the Project Company’s (or, if applicable, its transferee’s) election to terminate this Agreement in accordance with this Section 7.03(c), which notice will state the effective date of termination and reference this Section 7.03(c); provided that, in order for any such termination to be effective, the Non-Defaulting Party Project Company (or the applicable buyer or transferee) shall Notify pay the Defaulting Party Administrator all amounts payable hereunder by the Project Company up through the effective date of termination, together with an amount equal to fifty percent (50%) of the amount Wind Farm Services Fee payable for the entire Fiscal Year (unprorated and assuming the Fiscal Year is a full calendar year) in which such termination occurs; and provided, further, that upon the expiration of the Sale Termination Payment Option Period, if Project Company (or, if applicable, its transferee) shall not have exercised its right to terminate this Agreement in accordance with this Section 7.03(c), or if Project Company (or, if applicable, its transferee) shall have so exercised its right to terminate this Agreement but fails to make the payments required by this Section 7.03(c) by the time required by this Section 7.03(c), this Section 7.03(c) shall be void and whether have no further force or effect. For the Termination Payment is owed avoidance of doubt, fifty percent (50%) of the Wind Farm Services Fee equals One Hundred Thousand Dollars ($100,000) plus any applicable adjustment to reflect changes in the Non-Defaulting Party. The Notice will include a written statement explaining GDP Implicit Price Deflator in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective.accordance with Section 4.01(a); or (d) If in addition to the Defaulting Party disputes terms of Section 7.03(c), the Non-Defaulting Party’s calculation Project Company may also terminate this Agreement for convenience at any time during the stated term hereof upon sixty (60) days’ written notice to the Administrator, provided, that, in order for such termination to be effective, the Project Company shall pay the Administrator all amounts payable hereunder by the Project Company through the effective date of termination, and shall in addition pay (i) the Wind Farm Services Fee, provided this Agreement is terminated pursuant to this Section 7.03(d) on or before January 1, 2012, or (ii) 50% of the Termination PaymentWind Farm Services Fee, in whole or in partprovided this Agreement is terminated pursuant to this Section 7.03(d) after January 1, 2012. For the avoidance of doubt, the Defaulting Party shall, within five Wind Farm Services Fee equals Two Hundred Thousand Dollars (5$200,000) Business Days of receipt of plus any applicable adjustment to reflect changes in the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved GDP Implicit Price Deflator in accordance with Article EighteenSection 4.01(a), and 50% of the Wind Farm Services Fee equals One Hundred Thousand Dollars ($100,000) plus any applicable adjustment to reflect changes in the GDP Implicit Price Deflator in accordance with Section 4.01(a).

Early Termination. (a) Purchaser may terminate this Agreement prior to any applicable Expiration Date for any reason upon sixty (60) days’ prior written notice. If and for Purchaser terminates the Agreement prior to the Expiration Date of the Initial Term, Purchaser shall pay, as long as an Event of Default with respect to a Defaulting Party has occurred and is continuingliquidated damages, the other Party Early Termination Fee set forth on Schedule 3, Column 1 of the Special Conditions, and Provider shall cause the System to be disconnected and removed from the Premises in accordance with Section 2.4. Upon Purchaser’s payment to Provider of the Early Termination Fee, this Agreement shall terminate automatically. (“Non-Defaulting Party”b) has the right to Purchaser may (i) send Noticeif Provider fails to commence construction by the Guaranteed Construction Start Date, designating a day, no earlier than the day such Notice is deemed to be received entitled (as provided in Section 21.1its sole remedy) and no later than twenty to Delay Liquidated Damages not to exceed $22.5/kW (20DC) days after such Notice is deemed to be received of the estimated nameplate capacity of the System (as provided set forth in Section 21.1), as an early termination date Schedule 1 of this Agreement (“Early Termination Date”the Special Conditions), (ii) accelerate all amounts owing between terminate this Agreement with no liability whatsoever, including, but not limited to the Parties Early Termination Fee, if Provider fails to commence construction of the System by the date that is ninety (except for disputed amounts as provided in Section 9.4)90) days after the Guaranteed Construction Start Date, or (iii) end if Provider fails to achieve Commercial Operation by the Term effective Guaranteed Commercial Operation Date, be entitled (as its sole remedy) to Delay Liquidated Damages not to exceed $15/kW (DC) of the estimated nameplate capacity of the System (as set forth in Schedule 1 of the Special Conditions), plus (if Installation Work had commenced at the Premises as of the date of termination) any costs reasonably incurred by Purchaser to return its Premises to its condition prior to commencement of the Installation Work. Further, Purchaser may terminate this Agreement with no liability whatsoever, including, but not limited to the Early Termination Fee, if Provider fails to commence Commercial Operation by the date that is sixty (60) days after the Guaranteed Commercial Operation Date. The Guaranteed Construction Start Date and Guaranteed Commercial Operation Date shall be extended on a day-for-day basis if any of the following occurs: (x) notwithstanding Provider’s commercially reasonable efforts, interconnection approval is not obtained within sixty (60) days after the Effective Date, provided that interconnection applications are submitted within 45 days of the later of (iva) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. Effective Date and (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as finalization of the Early Termination Date; System layout, (y) a Force Majeure Event occurs or for any delays by the Local Electric Utility or (z) an occurrence of any other unforeseeable event outside of Provider’s reasonable control, provided that if Provider makes reasonable efforts to mitigate the Event impact of Default occurs prior such events on the Guaranteed Construction Start Date or Guaranteed Commercial Operation Date (as applicable). Any such extension pursuant to subsection (z) shall be subject to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead approval of the Settlement Amount. The Non-Defaulting Party Purchaser which shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountbe unreasonably withheld, conditioned or delayed. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. This Contract can be terminated in the event that any of the conditions or events set forth below occur: (a) If Either Party fails to make its contributions to the registered capital of the Company on the Initial Contribution Date and/or any other date set forth on Schedule 1 and such failure continues for as long as an Event a period of Default with respect to a Defaulting Party has occurred more than ninety (90) days and is continuing, not waived by the other Party. In such case, either Party may give notice of termination. (“Non-Defaulting Party”) has Because Party B should finace from the right to stock market , so in this condition, Party B should be allowed making its contributions more than ninety (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received 90)days ,but one hundred and eighty (as provided in Section 21.1) and no later than twenty (20180) days after such Notice is deemed to be received (as provided in Section 21.1at most.), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In There occurs a material breach of this Contract and such breach is not cured by the event breaching Party within sixty (60) days after receipt of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as written notice of the Early Termination Date; provided that if breach from the Event non-breaching Party. In such case, either Party may give notice of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amounttermination. (c) As soon as practicable after establishing Any Party or its relevant Affiliate fails to perform any of its material obligations under the Early Termination Datecontract or any other contract referred to herein if, in the Non-Defaulting Party shall Notify the Defaulting Party reasonable opinion of the amount non-breaching Party, such non-performance creates a material risk of loss to such non-breaching Party or the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting PartyCompany. The Notice will include a written statement explaining in reasonable detail the calculation In such case, either Party may give notice of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectivetermination. (d) If The Company sustains serious losses for three (3) consecutive years on the Defaulting Party disputes Company is unable to attain its business goals and, after consultation, the Non-Defaulting Party’s calculation Parties are unable to agree on a business plan to improve the economic situation of the Termination PaymentCompany. In such case, in whole or in parteither Party may give notice of termination. (e) Total or. partial performance of this Contract is prevented by an Event of Force Majeure lasting for more than ninety (90) days and, after consultation, the Defaulting Parties are unable to agree on a method to perform this Contract. In such case, either Party shallmay give notice of termination. (f) The Parties mutually agree to terminate this Contract and agree on the terms for the dissolution f the Company. In such case, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment Company and its assets shall be resolved dealt with in accordance with Article Eighteensuch agreement and applicable law. (g) Party B pre-terminates this Contract upon the occurrence of events described in the relevant Articles of this Contract.

Early Termination. Either Party may, upon ninety (a90) days’ prior Written notice, and following payment of ten million dollars ($10,000,000) (“Termination Charges”), terminate this Agreement for its convenience at any time without cause for such termination. If Haverhill terminates this Agreement under this Section 10.4, Sunoco shall receive, as its sole and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuingexclusive remedy, the other Party (“Non-Defaulting Party”) has Termination Charges and all amounts due and payable under this Agreement through the right to (i) send Noticeearly termination date. If Sunoco terminates this Agreement under this Section 10.4, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1)Haverhill shall receive, as its sole and exclusive remedy, the Termination Charges and all amounts due and payable under this Agreement through the early termination date. The Termination Charges shall be due and payable immediately upon delivery of the notice of early termination under this Section 10.4. A termination of this Agreement pursuant to the provisions of Section 10.1 or Section 10.2 shall not constitute an early termination date of under this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due 10.4. In addition to the Defaulting Party under this Agreementforegoing, (vi) suspend performanceif there is an early termination as a result of Sunoco ceasing operations at the Chemical Plant or a default termination by Haverhill as a result of an event of default by Sunoco, and/or (vii) exercise any other right or remedy available at Law or in equity Haverhill shall have the option to obtain access rights to the extent otherwise permitted under this Agreement. Chemical Plant and to temporarily operate the equipment necessary to operate the Coke Plant (bPhase I) In the event for a period of early terminationtime necessary to make other arrangements not to exceed two (2) years at Haverhill’s sole cost and responsibility. Such equipment includes, but is not limited to, the Non-Defaulting Party river water pumps, the water treatment system, the Steam Condensing Facilities and all necessary associated piping and controls. Such access rights include, but are not limited to, easement and access rights necessary to operate and maintain such equipment. Notwithstanding the foregoing step in rights granted to Haverhill, nothing herein shall calculateprohibit or limit Sunoco’s ability to sell the Chemical Plant; provided, that Haverhill is able to continue to operate the Coke Plant. To the extent that Sunoco desires to sell the Chemical Plant, Haverhill shall negotiate in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have good faith with any potential buyer to enter into any transactions to replace the Agreement in order to establish a Settlement Amountlonger term steam sales agreement. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. 19.1 This Agreement may be terminated by either Party, without prejudice to any other right or obligation of the Parties, at any time for good cause. A good cause will be a material breach of any terms or conditions of this Agreement committed by the other Party if not remedied within two (2) months after receipt of the written request. 19.2 Furthermore, a good cause for either Party will be a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuingthe fact that at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of that Party or of its assets, or if the other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (“Non-Defaulting Party”60) days after the filing thereof, or if the other Party shall propose or be a Party to any dissolution or liquidation, or if the other Party shall make an assignment for the benefit of its creditors; b) the fact that the assignment of the Supply Agreement Relating To Supply Of A OMEGA-3 Fatty Acid Concentrate (Omefas®) in Annex C will not take place within ninety (90) days after closing of Financing Round A. In such case, either Party has the right to terminate the Agreement within thirty (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (2030) days after the end of such Notice is ninety (90) days period. 19.3 Moreover, “Good Cause,” but only for the Licensor, will be deemed to be received occur if the Licensee is in default with any undisputed (as provided in Section 21.1), as an early termination date “disputed” means for the purposes of this Agreement that an arbitration procedure was initiated) payment of the Milestone fees or Royalties according to Section 8 and Section 11 of this Agreement for more than ninety (“Early Termination Date”90) days. 19.4 In the case of termination of the License Agreement by Licensor pursuant to Section 19.1 after Commercial Sale of a Product, then any such termination by Licensor will be limited to the Product and indication giving rise to the cause for termination in case such material breach can be attributed to a specific Product and indication. If such material breach is limited to the United States of America, all rights granted to Omthera under this Agreement in the United States of America will revert to Licensor. In case such material breach is limited to one or more countries outside the United States of America, all rights granted to Omthera under this Agreement in the Territory except for the United States of America will revert to Licensor. The remainder of this Agreement will continue in effect, and further, Omthera or Licensor, as the case may be, may manufacture or have manufactured Product outside of such Party’s applicable territory, but only for sale inside such Party’s applicable territory. 19.5 In the case of termination of the License Agreement in total or in part (by territory), (ii) accelerate Omthera shall terminate all amounts owing between activities in progress regarding Product for the country/countries in question in an orderly manner as soon as reasonably practical. Any liabilities due and owed to Third Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due non-cancellable activities performed by Licensor up to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or time of termination and all expenses in equity relation to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting PartyProduct actually incurred at Omthera’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment request shall be resolved in accordance with Article Eighteenpaid by Omthera upon submission of Licensor invoices and proof of cost.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default Early Termination Date occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead Amount; however, if the Early Termination Date occurs after the Initial Delivery Date, then the Termination Payment will be calculated using the Event of the Settlement Default Payment Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement an Event of Default Payment Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation Notice of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.49.5), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that . The “Termination Payment” will be equal to (i) the Project Development Security, less any Delay Damages, if the Event of Default Early Termination Date occurs prior to the Initial Delivery Date and or (ii) equal to the Seller is Delivery Term Security if the Defaulting Party, then Early Termination Date occurs after the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountInitial Delivery Date. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If This Agreement will terminate automatically, and neither party shall have any further obligations or duties under this Agreement, in the event that state regulatory authorities find Executive unsuitable to hold the position provided herein, except for obligations accrued under Section 3(a) and 3(b) as long of the date of termination. (b) Notwithstanding the provisions of Section 2 hereof, Executive may be discharged by the Company for Cause (as an Event defined in Section 4(d) hereof), in which event the Period of Default with respect to a Defaulting Party has occurred Employment hereunder shall cease and is continuingterminate and neither party shall have any further obligations or duties under this Agreement, except for obligations accrued under Section 3(a) and 3(b) as of the date of termination. In addition, the other Party (“Non-Defaulting Party”) has Period of Employment shall cease and terminate upon the right earliest to occur of the following events: (i) send Noticethe death of Executive or (ii) at the election of the CEO (subject to the Americans With Disabilities Act), designating the inability of Executive by reason of physical or mental disability to continue the proper performance of his/her duties hereunder for a dayperiod of 180 consecutive days. Upon termination of the Period of Employment as a result of the Executive's death or disability, in consideration for Executive or his/her heirs and beneficiaries releasing the Company from any claims, damages or causes of action, the Company shall pay to Executive or his/her estate, as the case may be, a lump sum amount equal to the lesser of (i) the base salary described in Section 3(a) hereof for the remaining term of the Agreement, or (ii) the amount of base salary to which Executive would have been entitled to receive for the one (1) year following his/her death or disability. (c) In the event Executive is discharged by the Company other than for the reasons set forth in Paragraph 4(b) above, Executive shall have no earlier than the day such Notice is deemed further obligations or duties under this Agreement, provided, however, that Executive shall continue to be received bound by the provisions of Section 5 hereof if the Company performs its obligations under this Section 4(c). In the event of termination of the Period of Employment pursuant to the preceding sentence, unless such termination is in connection with a change in control of the Company or a sale of all or substantially all of the assets of MTR Gaming Group, Inc. (individually or collectively, a "Change in Control") (in which case Executive's severance will be as provided set forth in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1the last sentence of this Paragraph 4(c)), in consideration for Executive or his/her heirs and beneficiaries releasing the Company from any claims, damages or causes of action, the Company shall continue to pay Executive the entire compensation otherwise payable to him/her under the provisions of Section 3 hereof for the otherwise remaining Period of Employment without any duty on the part of Executive to mitigate such payments; provided, however, that if Executive should die prior to the end of such period, the provisions of Section 4(b) hereof shall be applicable as though Executive's employment hereunder had not been so terminated. In the event such termination is in connection with a Change in Control, then the Company shall pay Executive severance in an early termination date amount equal to the greater of (i) the entire compensation otherwise payable to him/her under the provisions of Section 3 hereof for the remainder of the Period of Employment hereof; and (ii) one year's salary—in either case without any duty on the part of Executive to mitigate such payments, in consideration for a mutual release from any further obligations of either party hereunder. (d) For purposes of this Agreement Section 4, the term "Cause" shall mean (“Early Termination Date”)i) conviction of a felony, (ii) accelerate all amounts owing between embezzlement or misappropriation of funds or property of the Parties Company or any of its affiliates (except for disputed amounts as provided in Section 9.4the "Affiliates"), (iii) end Executive's consistent refusal to substantially perform, or willful misconduct in the Term effective as of the Early Termination Datesubstantial performance of, his/her duties and obligations hereunder; (iv) collect Executive's engaging in activity that the Termination PaymentCEO determines in his reasonable judgment would result in the suspension or revocation of any video lottery, parimutuel, or other gaming license or permit held by MTR or any of its subsidiaries; or (v) withhold a determination by any payments due state gaming regulatory agency that Executive is not suitable to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right hold his/her position or remedy available at Law or in equity otherwise to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, participate in a commercially reasonable manner, a Termination Payment as of gaming enterprise in the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement state in order to establish a Settlement Amountquestion. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. If Arrowhead does not have any other valid means of terminating this Agreement pursuant to the terms hereof, and Arrowhead still desires to terminate this agreement, this Agreement may still be terminated by Arrowhead prior to the sale of the minimum of 10,000,000 units of Product by prior written notice if all of the following conditions apply: (a) If All invoices and payment for as long as an Event of Default with respect Product subject to a Defaulting Party has occurred and is continuing, the other Party non-cancelable orders have been paid in full (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1whether or not then due) and no later than twenty (20) days after such Notice Arrowhead is deemed to be received (as provided not in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted default under this Agreement. (b) In Arrowhead, through a senior executive officer, certifies to Manufacturer in writing that (1) Arrowhead is no longer advertising or promoting the event of early terminationProduct and has no plans to advertise or promote the Product or any substantially similar product, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as (2) Continued sale of the Early Termination Date; provided that if the Event Product is no longer profitable to Arrowhead, (3) other than sales of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead existing inventory of the Settlement Amount. The Non-Defaulting Party shall not have Product purchased from Manufacturer, Arrowhead has no plans or intentions to enter into manufacture, distribute or sell the Product or any transactions substantially similar product, and (4) Arrowhead is aware of agrees to replace the Agreement in order to establish a Settlement Amountabide by its exclusivity provisions as set forth above. (c) As Arrowhead submits to Manufacturer at the time of Arrowhead's notice of termination, a Purchase Order for the shipment as soon as manufacturing schedules permit of a number of units of Product equal to three times the average monthly number of units of Product purchased during the term preceding Arrowhead's notice of termination, excluding any months in which no Product was purchased (the "Final Release") In lieu of the Final Release, if requested by Arrowhead in its notice of termination, Arrowhead may (i) purchase from Manufacturer, Manufacturer's then existing inventory of Product, and (ii) pay to Manufacturer a release payment (the "Release Payment") equal to the product of (x) Manufacturer's per unit gross profit on the Product, multiplied by (y) the number of units which would have been required to be purchased in the Final Release, less the number of units in the inventory purchased pursuant to clause (i). If Arrowhead elects the Release Payment in lieu of the Final Release, Manufacturer will notify Arrowhead of its gross profit per unit and existing Product inventory as soon as practicable after establishing the Early Termination Datereceipt of Arrowhead's notice of termination, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Release Payment shall make such payment to the other Party be due and payable within ten (10) Business Days days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of Arrowhead's receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenManufacturer's notice.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send NoticeIf the Employee’s employment with the Company terminates for any reason, designating a day, no earlier than any Options held by the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination Employee that have not vested before the effective date of this Agreement such termination of employment (the “Early Termination Date”) shall terminate immediately upon such termination of employment (or, if later, the date specified in Section 2), . (ii) accelerate all amounts owing between If the Parties (Employee’s employment with the Company terminates for any reason prior to the occurrence of a Change in Control or Public Offering, except in the case of a termination for disputed amounts as provided in Cause or Underwater Options, vested Options shall remain outstanding and, subject to Section 9.42(c), exercisable through the earliest of (iiix) end the Term effective as of the Early Normal Termination Date, (ivy) collect 180 days after the occurrence of a Change in Control or Public Offering or, if later, 60 days after the end of any lock-up period applicable to the Options, and (z) any cancellation pursuant to Section 6. Notwithstanding anything herein to the contrary, immediately prior to the occurrence of a Change in Control or Public Offering that occurs following the Termination PaymentDate, a portion of the vested Options that remain outstanding at that time pursuant to this Section 3(b)(ii) shall be forfeited without payment of any consideration such that, following such forfeiture, (vA) withhold the product of the number of remaining vested Options outstanding multiplied by the amount, if any, by which the Fair Market Value as of the date of such Change in Control or Public Offering exceeds the Option Price equals (B) the product of the number of vested Options outstanding as of the Termination Date (plus any payments due Options that became vested after the Termination Date) multiplied by the amount, if any, by which the Fair Market Value as of the Termination Date exceeded the Option Price. Notwithstanding the forgoing, in the event the Employee’s employment with the Company terminates for any reason prior to the Defaulting Party under occurrence of a Change in Control or Public Offering and the Option Price exceeds the Fair Market Value as of the Termination Date, all Options (whether or not then vested or exercisable) shall automatically terminate immediately upon such termination (an Option described in this Agreementsentence, (vi) suspend performancean "Underwater Option"). For purposes of this Section 3(b)(ii), and/or (vii) exercise any other right the Fair Market Value as of the date of a Change in Control or remedy available at Law or Public Offering shall be the per Share value implied by such transaction, and the Fair Market Value as of the Termination Date shall be determined as set forth in equity to the extent otherwise permitted under this Stockholders Agreement. (biii) In If the event Employee’s employment with the Company terminates for any reason upon or following the occurrence of early terminationa Change in Control or Public Offering, except in the Non-Defaulting Party case of a termination for Cause, vested Options shall calculate, in a commercially reasonable manner, a Termination Payment as remain exercisable through the earliest of (x) the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Normal Termination Date, (y) 90 days (or one year in the Noncase of a termination for death or Disaiblity) after the Employee’s termination of employment or, if later, 90 days (or one year in the case of a termination for death or Disaiblity) after the end of any lock-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed up period applicable to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount Options, and the sources for such calculation. The Party that owes the Termination Payment shall make such payment (z) any cancellation pursuant to the other Party within ten (10) Business Days after such Notice is effectiveSection 6. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. The Parties each hereby acknowledge that Seller is proceeding on an interim basis specifically to pursue the site work necessary to evaluate the deep dynamic compaction technique for construction of the Coke Plant. The Parties do not anticipate that the testing necessary to such an evaluation will be completed prior to November 12, 1996. In the event that either Purchaser or Seller determines that it is no longer feasible to proceed with the construction of the Coke Plant, or in the event that (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party any condition set forth in Sections 14.1 (“Non-Defaulting Party”a) through (1) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement.not been satisfied; (b) In the event of early terminationeither Purchaser or Cokenergy shall exercise their rights to terminate their Tolling Agreement on or before November 12, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount.1996; (c) As soon as practicable after establishing the Early Termination Dateeither Seller or Raytheon shall exercise their rights to terminate their Engineering, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment Procurement and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective.Construction Contract on or before November 12, 1996, or (d) If either Seller or Cokenergy shall exercise their rights to terminate their Access, Operating and Fuel Supply and Processing Agreement, on or before November 12, 1996, then either Party, upon prior notification to the Defaulting Party disputes other Party, may terminate this Coke Purchase Agreement on or before November 12, 1996, without any further obligation to such other Party; provided, however, that Purchaser will promptly reimburse Seller for any and all costs and fees actually incurred by Seller on or before November 12, 1996 (including, but not limited to, scheduled payments made pursuant to any agreement for the Non-Defaulting Party’s calculation construction of the Termination PaymentCoke Plant, cancellation fees, and/or payments made to vendors for construction materials and otherwise) in whole or in partexcess of *****Dollars ($*****); further, the Defaulting Party shallprovided, within five Seller shall pay ***** (5*****) Business Days and Purchaser shall pay ***** (*****) of receipt such costs and fees up to an aggregate amount of *****Dollars ($*****), all of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved foregoing in accordance with Article Eighteenthis subsection (d) being capped at $*****.

Early Termination. (ai) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify GMAC LLC (“GMAC”) of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in this Agreement, upon (A) the occurrence of a Designated Event (as defined in the Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC dated as of the date hereof (the “Triparty Agreement”), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and for (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as long as an defined in the Triparty Agreement), if any, (x) the Event of Default or Termination Event, if any, constituting such Designated Event shall be deemed to be cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. As of the Assignment Date (as defined in the Triparty Agreement) the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days of the Assignment Date and the Credit Support Document of the Counterparty and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate as of the Assignment Date. (iii) Section 6(b) is hereby amended by deleting the heading to such section and replacing it with the following words: “Early Termination Following Termination Event.” (iv) Section 6(b)(ii) is hereby deleted and the following shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (and the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any loss, excluding immaterial, incidental expenses) to transfer prior to the 20th day following the occurrence of such event (the “Transfer Cut-Off Date”), all of its rights and obligations under this Agreement in respect of Affected Transactions to another of its offices or Affiliates or third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will give notice to the Trust to that effect prior to the Transfer Cut-Off Date. Any such transfer under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the Trust, which consent will not be withheld if the Trust’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be refused if it is pursuant to the Triparty Agreement. (2) No transfer or substitution pursuant to this Section 6(b)(ii) shall occur unless (x) with respect to a Defaulting Party has occurred and is continuingTax Event Upon Merger, the other Party Rating Agency Condition has been satisfied and (“Non-Defaulting Party”y) has with respect to an Illegality or a Tax Event, the right to (i) send Notice, designating a day, no earlier than position of the day such Notice is deemed to Trust would otherwise not materially be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of prejudiced under this Agreement or any Confirmation (“Early Termination Date”), (ii) accelerate all amounts owing between it being understood that it shall be the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as responsibility of the Early Termination Date, (iv) collect Trust to verify such matters prior to the Termination Payment, occurrence of such transfer or substitution).” (v) withhold any payments due to Section 6(b)(iii) shall hereby be amended by replacing the Defaulting Party under this Agreement, words “within 30 days” with the words “by the Transfer Cut-Off Date (as defined above).” (vi) suspend performance, and/or (viiSection 6(b)(iv) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date is hereby deleted and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment following shall be resolved inserted in accordance with Article Eighteen.its place:

Early Termination. (a) If and for as long as an The Parties may terminate this Agreement at any time by mutual written consent. In addition, Sandstorm shall have the right to terminate this Agreement, effective upon ten days’ prior written notice to Brigus, if any of the following shall occur (each, a “Brigus Event of Default Default”): (i) Brigus defaults in any material respect in the performance of any of its covenants or obligations contained in this Agreement or in the Project Charge and such default is not remedied to the reasonable satisfaction of Sandstorm within 60 days after receipt of written notice of such default by Brigus; (ii) upon the occurrence of any Insolvency Event affecting Brigus; and (iii) if the Project Charge has ceased to be valid, binding and enforceable in accordance with its terms and such invalidty is not rectified within 60 days of Sandstorm providing notice to Brigus. For greater certainty and without limitation, Sandstorm shall have the right to waive one or more Brigus Events of Default, all without prejudice to any and all rights of Sandstorm with respect to a Defaulting Party has occurred any and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date all Brigus Events of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this AgreementDefault. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in If a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Brigus Event of Default occurs prior and is continuing, in addition to and not in substitution for any other remedies available at law or in equity, Sandstorm shall have the Initial Delivery Date and the Seller is the Defaulting Partyright, then the Termination Payment will be calculated using the Damage Payment Amount instead upon written notice to Brigus, at its option, to: (i) demand repayment of the Settlement Amountremaining Uncredited Balance, without interest, at the time of the occurrence of the applicable Brigus Event of Default; and (ii) Sandstorm shall have the right to seek damages in excess of the Uncredited Balance (the amounts in (i) and (ii), being collectively referred to as the “Brigus Default Fee”). The Non-Defaulting Party Upon demand from Sandstorm, which demand shall not have include a calculation of the Brigus Default Fee, Brigus shall promptly pay the Brigus Default Fee in cash by wire transfer, in immediately available funds, to enter into any transactions a bank account designated by Sandstorm. For greater certainty and without limitation, in the event Brigus is required to replace pay the Agreement Brigus Default Fee to Sandstorm, the provisions set forth in order to establish a Settlement Amountsection 3(c) requiring the refund of the Uncredited Balance will no longer be applicable. (c) As soon as practicable after establishing The Parties hereby acknowledge that: (i) Sandstorm will be damaged by a Brigus Event of Default; and (ii) any sums payable or retainable pursuant to this Article 9 are in the Early Termination Datenature of liquidated damages, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment not a penalty and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount are fair and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectivereasonable. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation Sandstorm elects to demand payment of the Termination PaymentBrigus Default Fee, in whole this Agreement shall be deemed terminated upon the payment by or in part, the Defaulting Party shall, within five (5) Business Days on behalf of receipt Brigus of the Non-Defaulting Party’s calculation Brigus Default Fee. (e) Termination of the Termination Payment, provide this Agreement under this Article shall not terminate any payment or delivery obligation hereunder that arose prior to the Non-Defaulting Party a detailed written explanation time of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteentermination.

Early Termination. (a) If Upon the occurrence of, and for as long as during the continuation of, an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationDefault, the Non-Defaulting Party shall calculate(as the Terminating Party) may terminate this Agreement by written notice to the other party designating the date of early termination and delivered to the Defaulting Party no less than ten (10) days before such early termination date. (b) Upon the occurrence of, and during the continuation of, an Event of Termination, (i) Either a. in the event of one Affected Party, the Non-Affected Party (as the Terminating Party), or b. in the event of two Affected Parties, either party (as the Terminating Party), in a commercially reasonable mannereither case, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior may terminate this Agreement by notice to the Initial Delivery Date other party designating the date of early termination and delivered to the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountother party no less than ten (10) days before such early termination date. (c) As soon as practicable after establishing In the Early event of an early termination of this Agreement pursuant to Section 5.2(b), no Termination DateAmount shall be payable by either party. In the event of an early termination of this Agreement pursuant to Section 5.2(a), the Non-Defaulting applicable Terminating Party shall Notify the Defaulting Party calculate in good faith an amount (if any) to be received by it as a result of the amount termination of this Agreement (the “Termination Payment and whether Amount”) equal to: (i) If the Termination Payment Buyer is owed to the NonTerminating Party, the then-Defaulting applicable Buyer Exposure Amount plus any Costs incurred by the Buyer; and (ii) If the Seller is the Terminating Party. The Notice will include a written statement explaining in reasonable detail , the calculation of such amount and then-applicable Seller Exposure Amount plus any Costs incurred by the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveSeller. (d) If The other Party shall pay the Defaulting Terminating Party disputes an amount equal to the Non-Defaulting Party’s calculation applicable Termination Amount, together with interest at the Default Rate from the early termination date until the date of payment. The Terminating Party shall calculate such amount as of the early termination date or promptly thereafter, and promptly notify the other party of the Termination PaymentAmount showing in reasonable detail how such amount was calculated. The owing party shall pay the Terminating Party the required amount within 30 Business Days of notification of the Termination Amount. For the avoidance of doubt, in whole or in partthe event of an early termination of this Agreement pursuant to Section 5.2(a), the Defaulting Party shallshall not be entitled to receive any Termination Amount. (e) In the event of an early termination of this Agreement pursuant to Section 5.2(a), within five (5) Business Days of receipt the Terminating Party may exercise and enforce each and all of the Non-Defaulting Party’s calculation of the Termination Paymentrights and remedies available to it under this Agreement and, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen9, the applicable Credit Support provided by the other party. In addition, in the event of an early termination of this Agreement pursuant to Section 5.2(a), if the Terminating Party is the Seller, Seller may exercise and enforce, in any order, (i) each and all of the rights and remedies available to a secured party under the UCC, the PPSA or other applicable law and (ii) each and all of the rights and remedies available to it under the Assignment Agreement. (f) In the event of a termination of this Agreement, the parties’ respective obligations under this Agreement shall terminate (other than those obligations which expressly are to be performed after termination or which survive termination pursuant to Section 5.3 hereof). (g) (i) In the event of a termination of this Agreement, each party shall pay to the other all amounts due the other under this Agreement for all periods prior to termination.

Early Termination. This Agreement may be terminated as follows: (a) If and for as long as an Event of Default with respect to a Defaulting Party the NDA Transfer Date has not occurred and is continuing, the other Party within six (“Non-Defaulting Party”6) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as months of the Early Termination Effective Date, (iv) collect the Termination Payment, (v) withhold any payments due either Party may provide written notice of an intent to the Defaulting Party under terminate this Agreement, (vi) suspend performanceprovided that if a Party intends to terminate the Agreement, and/or (vii) exercise any other right or remedy available at Law or such Party shall first discuss in equity good faith the reasons for seeking termination and considers potential alternatives to termination, including potential amendments to the extent otherwise permitted Agreement. Termination under this AgreementSection 11.2(a) shall not effective be sooner than thirty (30) days from the date of notice. (b) In Either Party may, without prejudice to any other remedies available to it under this Agreement or at Applicable Law or in equity: (i) immediately terminate this Agreement upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, in the case of any involuntary bankruptcy, reorganization, liquidation, receivership or assignment proceeding such right to terminate shall only become effective if such other Party consents to the involuntary proceeding or such proceeding is not dismissed within sixty (60) days after the filing thereof; or (ii) terminate this Agreement prior to expiration of the Term in the event the other Party is in material default or breach of early terminationthe performance of its obligations hereunder, and has not cured such breach within (i) thirty (30) days after written notice thereof provided by the Nonnon-Defaulting breaching Party shall calculateto the breaching Party, in case such breach is a commercially reasonable manner, non-payment of any amount due under this Agreement (which shall be deemed a Termination Payment as material breach) and (ii) sixty (60) days after written notice thereof provided by the non-breaching Party to the breaching Party for other cases of breach. The termination shall become effective at the end of the Early Termination Date; provided that (x) thirty (30) day period in case the breach is a non-payment of any amount due under this Agreement if the Event breaching Party has not cured such breach during such thirty (30) day period, or (y) sixty (60) day period for other cases of Default occurs prior to breach unless the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amountbreaching Party cures such breach during such sixty (60) day period. The Non-Defaulting Party right of either Braeburn or Knight to terminate this Agreement as provided in this Section 11.2 shall not have be affected in any way by such Party’s waiver or failure to enter into take action with respect to any transactions to replace the Agreement in order to establish a Settlement Amountprevious breach or default. (c) As soon as practicable Braeburn may, without prejudice to any other remedies available to it under this Agreement or at Applicable Law or in equity, terminate this Agreement: (i) on thirty (30) days written notice to Knight, if Knight, following Launch, discontinues commercial sale of Sublicensed Product for a period of three (3) months or more for reasons unrelated to Force Majeure, regulatory or safety issues or supply or manufacturing or Sublicensed Product quality issues and subsequently fails to resume sales of a Product within thirty (30) days of having been notified in writing of such failure by Braeburn; (ii) upon written notice to Knight in the event Knight or any of its Affiliates or sublicensees commences any legal proceeding seeking to challenge or otherwise dispute the validity or ownership of any of the Braeburn Patents or any of the claims therein, or knowingly assists any Third Party to do any of the foregoing, which termination shall be effective on the date set forth in such notice; or (iii) If Braeburn determines, in its sole discretion, that it is in its best interests to terminate the Titan Agreement pursuant to any one of Sections 12.2(c)(i), 12.2(c)(iii), and 12.2(c)(iv) of the Titan Agreement, then Braeburn shall provide Knight with at least ninety (90) days’ prior notice and, during such ninety-day (90-day) period, Braeburn shall discuss with Knight, in good faith, whether the grounds upon which Braeburn judges termination to be in its best interests can be adequately mitigated. If, after establishing discussions with Knight, Braeburn still decides it is in Braeburn’s best interests to terminate the Early Termination DateTitan Agreement, then Braeburn shall negotiate in good faith with Titan and Knight to determine whether Titan would agree to license rights in the Territory directly to Knight, including a commitment to supply Sublicensed Products to Knight. Notwithstanding the foregoing, Braeburn may not terminate this Agreement under this Section 11.2(c)(iii) prior to three (3) years following the NDA Transfer date and then only upon at least one (1) year prior notice. If Braeburn terminates the Titan agreement pursuant to this Section 11.2(c)(iii), then, notwithstanding the termination of this Agreement, the Non-Defaulting Party ROFN outlined in Section 2.9 shall Notify survive for the Defaulting Party remainder of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveInitial Term. (d) If Either Party may, without prejudice to any other remedies available to it under this Agreement or at Applicable Law or in equity, terminate this Agreement immediately upon written notice to the Defaulting other Party, if either Party disputes determines in good faith that it is not advisable for Knight to continue to Commercialize any Sublicensed Products in the Non-Defaulting Party’s calculation Territory as a result of a bona fide safety issue regarding any Sublicensed Products. (e) This Agreement shall automatically terminate in the event the Titan Agreement is terminated prior to the expiration of the Termination PaymentTerm; provided that Braeburn shall not seek to terminate the Titan Agreement for any reason other than what is contemplated in Section 11.2(c) hereof, in whole or in part, the Defaulting Party shall, within five (5Section 12.2(a) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenTitan Agreement.

Early Termination. (a) If and This Agreement may be terminated by PROMOTER during the Term for any or no reason whatsoever by providing WRESTLER at least ninety (90) advance written notice of said termination. The ninetieth (90th) day shall be defined as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs This Agreement may be terminated prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead end of its Term by a written instrument executed by each of the Settlement Amount. The Non-Defaulting Party shall not have parties expressing their mutual consent to enter into so terminate without any transactions to replace further liability on the Agreement in order to establish a Settlement Amountpart of either party. (c) As soon This Agreement may be terminated by PROMOTER immediately due to WRESTLER’s breach as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining set forth in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveSection 12.1. (d) If In the Defaulting Party disputes the Nonevent of a termination pursuant to Section 11.1(a) or Section 11.1(b), PROMOTER shall be obligated to pay WRESTLER a pro-Defaulting Party’s calculation rated portion of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of Minimum Annual Compensation up until the Termination Payment, provide Date and to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall pay WRESTLER any royalties which may be resolved due WRESTLER in accordance with Article EighteenSection 7 for the use of the WRESTLER Intellectual Property. 11.2 This Agreement shall automatically and immediately terminate upon WRESTLER's death and PROMOTER shall have no further obligation to WRESTLER or WRESTLER's heirs, successors, personal representatives or assigns pursuant to any of the terms herein including but not limited to any payment obligations as described in Section 7. (a) Upon expiration or termination of this Agreement for any reason, the parties acknowledge and agree that: (i) PROMOTER shall own in perpetuity all right, title and interest in all Footage, Works, PROMOTER Intellectual Property and any registrations thereof; (ii) PROMOTER shall also have the exclusive right to sell or otherwise dispose of any materials, goods, merchandise or other items as set forth in Section 4.2 (b) Upon expiration or termination of this Agreement by PROMOTER pursuant to Section 12.1, WRESTLER shall not work, appear, or perform in any capacity for any professional wrestling, sports entertainment, mixed martial arts and/or ultimate fighting organization, promotion or entity not owned or controlled by PROMOTER (or any affiliated or subsidiary company thereof) in the United States for a period of up to one (1) year from the date of such expiration or termination, as specified by PROMOTER in the notice of termination; provided, however, that if no lesser period is specified by PROMOTER in the notice of termination, such period shall be one (1) year.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.122.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.122.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4)Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenNineteen.

Early Termination. It is the desire and expectation of each party that the employer-employee relationship will continue as specified herein and be a pleasant and rewarding experience for the parties hereto. The Company or the Parent will, however, be entitled to terminate Employee's employment at any time with or without Cause (aas defined in this Section 8). Likewise, Employee may terminate his employment at any time for any or no reason. If the Parent or the Company terminate Employee's employment without Cause or Employee terminates such employment following occurrence of an Employee Termination Event, however, the Parent will pay Employee twenty-four months' salary as severance compensation (based on Employee's then current annual base salary) If and for in accordance with the Parent's standard payroll practice, but not less than monthly; provided, however, that to the extent Employee is able to mitigate (provided, Employee shall have no duty to attempt to so mitigate) the amount of such severance compensation by earning compensation through other employment during the twenty-four months following such termination, the Parent's severance payment ---------- ----------- Employee Parent & Co. obligation shall be reduced accordingly; provided further, however, that the Parent will pay Employee at least twelve months' salary as long as an Event of Default severance notwithstanding any such mitigation, the "Minimum Severance Amount." The Company will have no separate obligation to Employee with respect to severance compensation, but shall be jointly and severally liable with Parent for the prompt payment of the salary obligations set forth herein. If Employee dies, is unable to perform his duties and responsibilities as a Defaulting Party has occurred and result of disability that continues for 120 consecutive days or more ("Disability"), voluntarily resigns from the Company or the Parent (other than a termination by Employee following occurrence of an Employee Termination Event), or is continuingterminated for Cause, the other Party Parent will pay Employee (“Non-Defaulting Party”) has the right to (i) send Noticeor his estate, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1)executor or legal representative, as an early termination appropriate) any salary that has accrued to the date of this Agreement (“Early Termination Date”)employment ceases, (ii) accelerate all amounts owing between and the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective Parent's obligations to pay additional salary or cash compensation or benefits will terminate as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreementsuch date. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. 2.2.1 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated at any time by any Party if and when agreed upon by the other Party. [***] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. 2.2.2 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party upon expiration of a [***] period from the Effective Date if the Steering Committee has decided that (a) If Readiness has not been achieved within such a [***] period and decided that (b) there will be no extension of the period wherein Readiness of the IJDP will be achieved. However, if after such termination, a Party (the “Solving Party”) identifies a solution resolving the problem underlying the non-achievement of Readiness and the Solving Party reconsiders the development of the PFT and requiring the Foreground for as long as an Event of Default with respect its implementation, then the Solving Party shall have the obligation to a Defaulting Party has occurred and is continuing, notify the other Party (the “Non-Defaulting Notified Party”) has of such solution during a period of (i) [***] after the date of such termination if the Solving Party independently identifies, without relying on third parties, such solution or (ii) [***] after the date of such termination if the Solving Party identifies such solution together with a [***] and the Notified Party shall have the right to collaborate, with the Solving Party, on such solution according to terms identical to those of this Agreement or under other terms agreed upon between the Parties, which right the Notified Party must exercise within [***] of receiving notice from the Solving Party. 2.2.3 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party in each case that the Steering Committee decides, prior to or on the due date, that (a) a given milestone (as specified in Appendix 3) cannot be achieved within the period determined by the Agreement and the Steering Committee decides that (b) there will be no extension of the period wherein the relevant milestone is to be achieved. However, if after such termination, a Solving Party identifies a solution resolving the problem underlying the non-achievement of said milestone and the Solving Party reconsiders the development of the PFT and requiring the Foreground for its implementation, the Solving Party shall have the obligation to notify the Notified Party of such solution during a period of (i) send Notice[***] after the date of such termination if the Solving Party independently identifies, designating without relying on third parties, such solution or (ii) [***] after the date of such termination if the Solving Party identifies such solution together with a day[***] and the Notified Party shall have the right to collaborate, with the Solving Party, on such solution according to terms identical to those of this Agreement or under other terms agreed upon between the Parties, which right the Notified Party must exercise within [***] of receiving notice from the Solving Party. 2.2.4 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party if no earlier than license agreement (including but not limited to a license agreement with TPRF or a TPRF Affiliate) is signed with a Licensee within [***] after Readiness or [***] of the day such Notice Effective Date, whichever date is deemed the earliest, and which license agreement covers the construction and operation of a Licensed Unit with a capacity for the production of Propanol (and other (by-)products produced by the plant) of at least [***]. These time periods shall be extended by the number of years under which TPRF has exercised its options for exclusivity according to Section 7.7. 2.2.5 Notwithstanding Paragraph 2.1 hereof, this Agreement may be received (as provided in Section 21.1) and terminated by any Party if, no later than twenty [***] after the Effective Date, or a later date as reasonably agreed by the Steering Committee: (20i) days after TPRF and/or the [***] have expressed disagreement with reasonable and good faith terms and conditions proposed by Coskata and directed to providing Coskata, for the benefit of Licensees, the ability to access the dehydration technology being [***] developed by TPRF and the [***], and (ii) no alternative solution regarding the availability of a dehydration technology to Licensees is agreed upon by the Parties. [***] represent and warrant to undertake a good faith effort to have Coskata and the [***] sign such Notice an agreement or agree to such an alternative solution within this [***]. [***] also agree to maintain, during the course of negotiating an [***] Indicates that text has been omitted which is deemed to be received (the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. agreement as provided for in subsection (i) of this paragraph, a list of material [***]. During the undertaking of such good faith efforts, any such list of material [***] shall be shared between [***], on a monthly basis or otherwise upon request of [***] in a manner that reasonably enables the Parties to [***]. Such termination in application of this Paragraph 2.2.5 may only be exercised on the date [***] after the Effective Date, or any later date reasonably agreed by the Steering Committee. Such termination shall be the sole and exclusive remedy any Party may have on account of the other Party. 2.2.6 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party if at any time, in the opinion of outside antitrust counsel, the exercise of rights and obligations contained in this Agreement violates any applicable antitrust laws or regulations and the provisions of Section 21.1)13.8 do not permit the continued operation of this Agreement. The non-terminating Party shall have available any legal remedy for damages resulting from any decision by a Party to terminate the Agreement under this Paragraph 2.2.6 without there being any such violation of applicable antitrust laws or regulations, as an early termination date notwithstanding Section 13.3. 2.2.7 In the event a proceeding for bankruptcy, insolvency, dissolution, compulsory winding-up, judicial custodian, compulsory management, or any other event which under the laws of any jurisdiction has a similar effect, is commenced against Coskata, TPRF may, without waiving any other rights or remedies available to it, apply to any court or authority of competent jurisdiction to prevent any assignment of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as or any of the Early Termination Daterights, (iv) collect title, interests or benefits contemplated therein by operation of law or act of authority or otherwise, to any third party, including any trustee, without the Termination Paymentprior written consent of Coskata, (v) withhold and Coskata shall assist TPRF in this regard in any payments due manner permitted by law. In case of such proceeding being commenced against Coskata, and notwithstanding Paragraph 2.1 hereof, TPRF shall be entitled to terminate this Agreement and/or to withdraw the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity granted to the extent otherwise permitted Coskata under this Agreement. (b) In 2.2.8 Notwithstanding Paragraph 2.1, this Agreement may be promptly terminated by either Coskata or TPRF, upon notice, in the event that without such Party’s prior written consent (i) there is an assignment of early terminationthis Agreement or of all or any part of the Foreground and/or Coskata or TPRF’s Background, for the Non-Defaulting Party benefit of creditors and/or (ii) there is a Change of Control of Coskata or TPRF (the term “Change of Control” shall calculatemean with respect to any Party, in an event whereby a commercially reasonable manner, a Termination Payment third party (other than any TPRF Affiliate or Coskata Affiliate existing as of the Early Termination Effective Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead ) acquires more than fifty percent (50 %) of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement shares or equity interests in order to establish a Settlement Amountsuch Party). (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. A Party (athe “Non-Affected Party”) If and for as long as an Event may immediately terminate this Agreement prior to the expiration of Default the Term upon the occurrence of any of the following events with respect to a Defaulting Party has occurred and is continuing, the other Party (the “Non-Defaulting Affected Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement.): (ba) In the event of early terminationfailure by the Affected Party to make, the Non-Defaulting Party shall calculatewhen due, in a commercially reasonable mannerany payment required herein, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller such failure is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, cured within five (5) Business Days after written notice thereof to the Affected Party; (b) the failure by the Affected Party to perform any covenant herein (other than payment obligations specifically covered in Article 5.2(a)), and such failure is not the result of receipt a good faith dispute or excused by Force Majeure or cured within sixty (60) Days after written notice thereof to the Affected Party; or (c) the Affected Party shall: (i) make an assignment or any general arrangement for the benefit of creditors; (ii) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors, or have such a petition filed against it, and such proceeding remains un-dismissed for thirty (30) Days; (iii) otherwise become bankrupt or insolvent (however evidenced); or (iv) be unable to pay its debts as they fall due. This right to terminate shall be in addition to the rights of the Non-Defaulting Affected Party to (v) seek indemnification from the Affected Party when permitted to do so hereunder, (w) file suit to recover damages, (x) enforce any security provided by the Affected Party to secure the Affected Party’s calculation performance hereunder, (y) withhold any payments due or any performance owed (including suspension of receipts or deliveries of Gas) to the Termination PaymentAffected Party, provide and (z) pursue any other right, remedy, or measure of damages available to the Non-Defaulting Affected Party hereunder, at Law, or in equity as a detailed written explanation result of the basis for occurrence of one of the events listed above with respect to the Affected Party. The rights and remedies provided by this Agreement are cumulative, and any Party’s use of any right or remedy will not preclude or waive its right to use any other right or remedy. Notwithstanding the early termination of this Agreement pursuant to this Article 5.2, if such dispute. Disputes regarding early termination occurs prior to the Termination Payment expiration of the Initial Term, Shipper shall be resolved nevertheless remain obligated to make Volume Shortfall Payments to Gatherer in accordance with Article Eighteen1.7 until the sum of the Actual Gathered Volumes delivered by Shipper to Gatherer prior to the early termination of this Agreement, plus the aggregate Benchmark Volumes used in calculating Volume Shortfall Payments payable after such early termination equals the Target Quantity.

Early Termination. (a) If This Agreement may be terminated at any time by the Board of Employer or by Executive, and it shall terminate upon Executive's death or disability. Any termination by the Board of Employer other than termination for cause (as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”defined below) has the shall not prejudice Executive's right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (compensation or other benefits under this Agreement. Except as provided in Section 21.17, if --------- Executive voluntarily terminates employment before June 30, 2004 Executive will be entitled only to such payments as Executive would have the right to receive upon termination for cause under subsection 5.l(b). ----------------- (b) and no later than twenty (20) days after such Notice is deemed to be received (Except as provided in Section 21.1)7, as an early if Employer terminates this --------- Agreement without cause, Employer shall pay Executive upon the effective date of ------------- such termination all salary earned, benefits accrued and all reimbursable expenses hereunder incurred through such termination date and, in addition, liquidated damages in an amount equal to the greater of this Agreement (“Early Termination Date”)i) two years' salary, or (ii) accelerate all amounts owing between salary for the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as then-remaining term of the Early Termination DateAgreement payable hereunder. If Employer terminates this Agreement for cause, (iv) collect Employer shall pay Executive upon the Termination Paymenteffective date of such termination only such salary earned, (v) withhold benefits accrued and expenses reimbursable hereunder incurred through such termination date. Executive shall have no right to receive compensation or other benefits for any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountperiod after termination for cause. (c) As soon as practicable after establishing the Early Termination DateFor purposes of this Agreement, the Non-Defaulting Party term "cause" shall Notify mean (i) willful misfeasance or gross negligence in the Defaulting Party performance of Executive's duties; (ii) conduct demonstrably and significantly harmful to Employer (including willful violation of any final cease and desist order applicable to Employer or a financial institution subsidiary); or (iii) conviction of a felony. For purposes of this Agreement, "disability" shall have the meaning contained in any long term disability insurance coverage maintained by CBSI or its affiliates, and if no such coverage is in existence, shall mean a medically reimbursable physical or mental impairment that may be expected to result in death, or to be of long, continued duration, and that renders Executive incapable of performing the duties required under this Agreement. The Board or the Compensation Committee of the amount Board, acting in good faith, shall make the final determination of the Termination Payment and whether the Termination Payment Executive is owed suffering under any disability as herein defined and, for purposes of making such determination, may require Executive to the Non-Defaulting Party. The Notice will include submit to a written statement explaining in reasonable detail the calculation of such amount physical examination by a physician mutually agreed upon by Executive and the sources for such calculation. The Party that owes Board or the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveCommittee at Employer's expense. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. If a Triggering Event (adefined in Section 4.2) If and for as long as an Event of Default occurs with respect to a Defaulting either Party has occurred and is continuingat any time during the term of this Agreement, the other Party (“Non-Defaulting the "Notifying Party”") has the right to may (i) send Noticeupon two Business Days written notice to the first Party, designating which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a day, no earlier than the day such Notice is deemed to be received date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 21.1) 6.4, and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to the Defaulting Party under any party, all Transactions and this AgreementAgreement in respect thereof shall automatically terminate, (vi) suspend performancewithout notice, and/or (vii) exercise any other right or remedy available at Law or as if an Early Termination Date had been immediately declared except as provided in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationSection 6.4. If an Early Termination Date occurs, the Non-Defaulting Notifying Party shall calculatein good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The calculation of the Termination Payment by the Notifying Party shall be as set forth in Section 3.2 wherein Buyer is the Notifying Party, and as set forth in Section 3.4 wherein Seller is the Notifying Party, in a commercially reasonable manner, a Termination Payment each case as if no further Scheduling of Gas will occur after the Early Termination Date; provided that . All terminated Transactions shall be netted against each other and upon the netting of all terminated Transactions, if the Event calculation of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will does not result in damages to the Notifying Party, the Termination Payment shall be calculated using the Damage Payment Amount instead of the Settlement Amountzero. The Non-Defaulting Notifying Party shall not have to enter into any transactions to replace give the Agreement Affected Party (defined in order to establish a Settlement Amount. (cSection 4.2) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party written notice of the amount of the Termination Payment and whether Payment, inclusive of a statement showing its determination. The Affected Party shall pay the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation Notifying Party within 10 Days of receipt of such notice. At the time for payment of any amount and the sources for such calculation. The due under this Article 4, each Party that owes the Termination Payment shall make such payment pay to the other Party within ten (10) Business Days after all additional amounts payable by it pursuant to this Agreement, but all such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the amounts shall be netted and aggregated with any Termination Payment shall be resolved in accordance with Article Eighteenpayable hereunder.

Early Termination. (a) If This Agreement will terminate automatically, and neither party shall have any further obligations or duties under this Agreement, in the event that state regulatory authorities find Executive unsuitable to hold the position provided herein, except for obligations accrued under Section 3(a) and 3(f) as long of the date of termination. (b) Notwithstanding the provisions of Section 2 hereof, Executive may be discharged by the Company for Cause (as an Event defined in Section 4(d) hereof), in which event the Period of Default with respect to a Defaulting Party has occurred Employment hereunder shall cease and is continuingterminate and neither party shall have any further obligations or duties under this Agreement, except for obligations accrued under Section 3(a) and 3(b) as of the date of termination. In addition, the other Party (“Non-Defaulting Party”) has Period of Employment shall cease and terminate upon the right earliest to occur of the following events: (i) send Noticethe death of Executive or (ii) at the election of the CEO (subject to the Americans With Disabilities Act), designating the inability of Executive by reason of physical or mental disability to continue the proper performance of his/her duties hereunder for a dayperiod of 180 consecutive days. Upon termination of the Period of Employment as a result of the Executive’s death or disability, in consideration for Executive or his/her heirs and beneficiaries releasing the Company from any claims, damages or causes of action, the Company shall pay to Executive or his/her estate, as the case may be, a lump sum amount equal to the greater of (i) the base salary described in Section 3(a) hereof for the remaining term of the Agreement, or (ii) the amount of base salary to which Executive would have been entitled to receive for the one (1) year following his/her death or disability. (c) In the event Executive is discharged by the Company other than for the reasons set forth in Paragraph 4(b) above, Executive shall have no earlier than the day such Notice is deemed further obligations or duties under this Agreement, provided, however, that Executive shall continue to be received bound by the provisions of Section 5 hereof if the Company performs its obligations under this Section 4(c). In the event of termination of the Period of Employment pursuant to the preceding sentence, unless such termination is in connection with a change in control of the Company or a sale of all or substantially all of the assets of MTR Gaming Group, Inc. (individually or collectively, a “Change in Control”) (in which case Executive’s severance will be as provided set forth in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1the last sentence of this Paragraph 4(c)), in consideration for Executive or his/her heirs and beneficiaries releasing the Company from any claims, damages or causes of action, the Company shall continue to pay Executive the entire compensation otherwise payable to him/her under the provisions of Section 3 hereof for the otherwise remaining Period of Employment without any duty on the part of Executive to mitigate such payments; provided, however, that if Executive should die prior to the end of such period, the provisions of Section 4(b) hereof shall be applicable as though Executive’s employment hereunder had not been so terminated. In the event such termination is in connection with a Change in Control, then the Company shall pay Executive severance in an early termination date amount equal to the greater of (i) the entire compensation otherwise payable to him/her under the provisions of Section 3 hereof for the remainder of the Period of Employment hereof; or (ii) eighteen month’s salary—in either case without any duty on the part of Executive to mitigate such payments, in consideration for a mutual release from any further obligations of either party hereunder. (d) For purposes of this Agreement Section 4, the term “Cause” shall mean (“Early Termination Date”)i) conviction of a felony, (ii) accelerate all amounts owing between embezzlement or misappropriation of funds or property of the Parties Company or any of its affiliates (except for disputed amounts as provided in Section 9.4the “Affiliates”), (iii) end Executive’s consistent refusal to substantially perform, or willful misconduct in the Term effective as of substantial performance of, his/her duties and obligations hereunder, which has not been cured within 30 days following written notice by the Early Termination Date, company; (iv) collect Executive’s engaging in activity that the Termination PaymentCEO of MTR determines in his reasonable judgment would result in the suspension or revocation of any video lottery, parimutuel, or other gaming license or permit held by MTR or any of its subsidiaries, which has not been cured within 30 days following written notice by the company; or (v) withhold a determination by any payments due state gaming regulatory agency that Executive is not suitable to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right hold his/her position or remedy available at Law or in equity otherwise to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, participate in a commercially reasonable manner, a Termination Payment as of gaming enterprise in the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement state in order to establish a Settlement Amountquestion. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. If a Triggering Event (adefined in Section 12.2) If and for as long as an Event of Default occurs with respect to a Defaulting either Party has occurred and is continuingat any time during the term of this Agreement, the other Party (“Non-Defaulting the "Notifying Party”") has the right to may (i) send Noticeupon two Business Days written notice to the first Party, designating which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a day, no earlier than the day such Notice is deemed to be received date on which this Agreement will terminate ("Early Termination Date") except as provided in Section 21.12.2, and (ii) and no later than twenty withhold any payments due; provided, upon the occurrence of any Triggering Event listed in item (20iv) days after such Notice is deemed of Section 12.2 as it may apply to be received (any party, this Agreement shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 21.1), as 2.2. If an early termination date of this Agreement (“Early Termination Date”)Date occurs, (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided Notifying Party shall in Section 9.4)good faith calculate its damages, (iii) end including its associated costs and attorneys' fees, resulting from the Term effective as termination of the Early Termination Date, terminated Transactions (iv) collect the "Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the "). The Termination Payment will be calculated using determined by (i) comparing the Damage Payment Amount instead value of (a) the Settlement Amount. The Non-Defaulting Party shall remaining term, quantities and prices under this Agreement had it not have been terminated to enter into any transactions to replace (b) the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the equivalent quantities and relevant market prices for Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Partypayable hereunder. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Affected Party disputes disagrees with the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of issue shall be submitted to arbitration pursuant to this Agreement and the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the resulting Termination Payment shall be resolved in accordance with Article Eighteendue and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. (ai) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify GMAC LLC (“GMAC”) of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in this Agreement, upon (A) the occurrence of a Designated Event (as defined in the Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC dated as of the date hereof (the “Triparty Agreement”), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred, then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and for (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as long as an defined in the Triparty Agreement), if any, (x) the Event of Default with respect to a Defaulting Party has occurred and is continuingor Termination Event, the other Party (“Non-Defaulting Party”) has the right to (i) send Noticeif any, designating a day, no earlier than the day constituting such Notice is Designated Event shall be deemed to be received cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. As of the Assignment Date (as defined in the Triparty Agreement) the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days of the Assignment Date and the Credit Support Documents of the Counterparty and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided in by or on behalf of the Counterparty shall terminate as of the Assignment Date. (iii) Section 21.16(b) is hereby amended by deleting the heading to such section and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (replacing it with the following words: “Early Termination Following Termination Event.” (iv) Section 6(b)(ii) is hereby deleted and the following shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (and the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any loss, excluding immaterial, incidental expenses) to transfer prior to the 20th day following the occurrence of such event (the “Transfer Cut-Off Date”), (iiall of its rights and obligations under this Agreement in respect of Affected Transactions to another of its offices or Affiliates or third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will give notice to the Trust to that effect prior to the Transfer Cut-Off Date. Any such transfer under this Section 6(b)(ii) accelerate all amounts owing between will be subject to and conditional upon the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as prior written consent of the Early Termination DateTrust, (iv) collect which consent will not be withheld if the Termination Payment, (v) withhold any payments due Trust’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be refused if it is pursuant to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Triparty Agreement. (b2) In No transfer or substitution pursuant to this Section 6(b)(ii) shall occur if (x) the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as then current ratings of the Early Termination Date; provided Notes by M▇▇▇▇’▇ Investors Service (“Moody’s”) or Fitch, Inc. (“Fitch”) would be reduced or adversely affected or (y) the position of the Trust would otherwise materially be prejudiced under this Agreement or any Confirmation (it being understood that if it shall be the Event responsibility of Default occurs the Trust to verify such matters prior to the Initial Delivery occurrence of such transfer or substitution).” (v) Section 6(b)(iii) shall hereby be amended by replacing the words “within 30 days” with the words “by the Transfer Cut-Off Date (as defined above).” (vi) Section 6(b)(iv) is hereby deleted and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment following shall be resolved inserted in accordance with Article Eighteen.its place:

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise Notwithstanding any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationprovision hereof, the Non-Defaulting either Party shall calculatemay, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a by written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment notice to the other Party within ten (10) Business Days after such Notice is effective. (d) If Party, terminate the Defaulting Party disputes Term, the Non-Defaulting Party’s calculation providing of the Termination PaymentTelephone Service and/or this Agreement, in whole or in part, without incurring any liability to anyone if: (a) by final order of a court or other governmental authority of competent jurisdiction, either WorldCom is prohibited from providing Telephone Service hereunder or Reseller is prohibited from reselling Telephone Service to its Subscribers; or (b) a change in control (that is a change in the Defaulting Party shall, within five (5) Business Days ownership of receipt at least 50% of the Non-Defaulting Party’s calculation voting or equity interests of Reseller) occurs, directly or indirectly, in a single transaction or in a series of transactions, or if substantially all of the Termination Paymentassets of Reseller are transferred to anyone not currently an affiliate of Reseller; provided, provide to WorldCom agrees that the Noncurrent planned corporate restructuring of C-Defaulting Party a detailed written explanation TEC Corporation, the parent company of Reseller, whereby C-TEC Corporation will be separated into three separate public companies (with separate lines of business consisting of the basis telephone and engineering business, the integrated services and NY/NJ/PA cable business and the Michigan cable business) (herein called the "RCN Reorganization") shall not constitute a change in control of Reseller; or (c) the Dark Fiber IRU Agreement entered into between the Parties contemporaneously herewith terminates according to its terms; or (d) the aggregate number of subscribers for dialtone lines in the Service Area and in Manhattan, New York, New York (which is the subject of a Telephone Service to Reseller Agreement between the Parties) shall fall below 250; or (e) WorldCom and Reseller effect the transfer of the two NXX Codes described in paragraph 5 above; or (f) Reseller determines that the taxes or franchise fees, if any, reimbursable by Reseller to WorldCom hereunder exceeded Reseller's original estimation thereof; provided, nothing contained herein shall relieve Reseller for all such disputereimbursements due or accrued hereunder through the date of such termination. Disputes regarding WorldCom agrees to provide notice to Reseller of any claim made, or the Termination Payment shall be resolved institution of any action or proceeding, to prohibit WorldCom from providing Telephone Service hereunder and to reasonably cooperate with Reseller (at Reseller's cost and expense) in accordance with Article Eighteencontesting such claim, action or proceeding.

Early Termination. (a) If and Notwithstanding the provisions of Section 2 hereof, Executive may be discharged by the Company for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received Cause (as provided defined in Section 21.15(d) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1hereof), as an early termination date in which event the Period of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between Employment hereunder shall cease and terminate and the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party Company shall have no further obligations or duties under this Agreement, except for obligations accrued under Section 4 at the date of termination. In addition, the Period of Employment shall cease and terminate upon the earliest to occur of the following events: (vii) suspend performance, and/or the death of Executive or (viiii) exercise any other right or remedy available at Law or in equity the election of the Board of Directors (subject to the extent Americans With Disabilities Act), the inability of Executive by reason of physical or mental disability to continue the proper performance of his duties hereunder for a period of 180 consecutive days. Upon termination of the Period of Employment pursuant to the preceding sentence, the Company shall continue to pay to Executive or his estate, as the case may be, the entire compensation otherwise permitted payable to him under this AgreementSection 4(a) hereof for two years. (b) In the event Executive is discharged by the Company other than for Cause (as defined in Section 5(d) hereof) or other than pursuant to Section 5(a) hereof by reason of early terminationphysical or mental disability, Executive shall have no further obligations or duties under this Agreement; provided, however, that Executive shall continue to be bound by the provisions of Section 6 hereof if the Company performs its obligations under this Section 5(b). In the event of termination of the Period of Employment pursuant to the preceding sentence, the Non-Defaulting Party Company shall calculatecontinue to pay Executive the entire compensation otherwise payable to him under the provisions of Section 4 hereof for the otherwise remaining Period of Employment without any duty on the part of Executive to mitigate such payments; provided, in a commercially reasonable mannerhowever, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs Executive should die prior to the Initial Delivery Date and end of such period, the Seller is the Defaulting Party, then the Termination Payment will provisions of Section 5(a) hereof shall be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall applicable as though Executive's employment hereunder had not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountbeen so terminated. (c) As soon Notwithstanding Section 5(b) hereof, in the event that following a Change in Control (as practicable after establishing defined in Section 5(f) hereof) Executive is discharged by the Early Termination DateCompany other than for Cause (as defined in Section 5(d) hereof) or other than pursuant to Section 5(a) hereof by reason of physical or mental disability, or Executive terminates employment with the Company for Good Reason (as defined in Section 5(e) hereof), Executive shall have no further obligations or duties under this Agreement; provided, however, that Executive shall continue to be bound by the provisions of Section 6 hereof if the Company performs its obligations under this Section 5(c). In the event of termination of the Period of Employment pursuant to the preceding sentence, the Non-Defaulting Party shall Notify Company shall, in addition to paying the Defaulting Party obligations accrued under Section 4 at the date of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation termination, (i) pay Executive, within 30 days of such termination, a cash severance payment, with no duty by Executive to mitigate such payment, in an amount equal to three times the annual base salary payable to Executive under Section 4(a) on the day before such termination; and (ii) pay on Executive's behalf the sources next five annual premium payments for such calculation. The Party that owes the Termination Payment shall make such payment Executive's deferred compensation plan referred to the other Party within ten (10in Section 4(c) Business Days after such Notice is effectiveabove. (d) If For purposes of this Section 5, the Defaulting Party disputes the Non-Defaulting Party’s calculation term "Cause" shall mean (i) conviction of a felony, (ii) embezzlement or misappropriation of funds or property of the Termination PaymentCompany or any of its Affiliates, (iii) Executive's consistent refusal to substantially perform, or willful misconduct in whole the substantial performance of, his duties and obligations hereunder; or (iv) Executive's engaging in partactivity that the Board of Directors determines in its reasonable judgment would result in the suspension or revocation of any video lottery, parimutuel, or other gaming license or permit held by the Defaulting Party shall, within five (5) Business Days Company or any of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteenits subsidiaries.

Early Termination. (a) If and for as long as an Event 16.1 Either Party may forthwith terminate this Agreement without payment of Default with respect any additional compensation by giving notice of termination to a Defaulting Party has occurred and is continuing, the other Party in any of the following cases: a. if the other Party shall be dissolved, liquidated or declared insolvent or bankrupt; or [***] Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. b. if the other Party shall breach any provision of this Agreement and shall fail to remedy such breach within sixty (“Non-Defaulting 60) days after a written notice requesting to remedy the breach is given. 16.2 In the event this Agreement is terminated pursuant to clause 16.1 above, the defaulting Party shall not be entitled to claim its losses or damages thereby incurred to the other Party”) has . 16.3 Upon termination of this Agreement pursuant to clause 16.1 with fault of HCC, HCC shall complete any outstanding Testing Services that was agreed to by the right Parties prior to (i) send Noticethe termination of this Agreement, designating a dayand RGI will compensate HCC for any such Testing Services. 16.4 On termination, no earlier than the day such Notice is deemed to be received (HCC will cease any use of RGI’s Technical Information and Intellectual Property Rights, except as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early this Article. 16.5 In the event of termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold and/or any payments due to the Defaulting Party Testing Services performed under this Agreement, (vi) suspend performance, and/or (vii) exercise HCC shall use all reasonable efforts to minimize any other right or remedy available at Law or in equity to further costs and HCC shall be reimbursed for the extent otherwise permitted under this Agreement. (b) In services actually performed and the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment expenses actually and reasonably incurred as of the Early Termination Date; provided that effective date of such termination, unless the Parties agree or HCC is otherwise obliged to provide services after such termination. 16.6 Upon termination of this Agreement, if requested by the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting other Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting each Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment immediately deliver up to the other Party within ten (10) Business Days after such Notice is effective. (d) If or, if the Defaulting other Party disputes the Non-Defaulting Party’s calculation agrees, destroy all copies of and other embodiments of any of the Termination PaymentConfidential Information and all other correspondence, in whole or in partdocuments, the Defaulting Party shallspecifications, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide and any other property belonging to the Non-Defaulting other Party a detailed written explanation which may be in its/his/her possession. One archival copy of such materials may be maintained in the basis possession of legal counsel for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenParty.

Early Termination. If a Triggering Event (adefined in Section 4.2) If and for as long as an Event of Default occurs with respect to a Defaulting either Party has occurred and is continuingat any time during the term of this Agreement, the other Party (“Non-Defaulting the "Notifying Party”") has the right to may (i) send Noticeupon two Business Days written notice to the first Party, designating which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a day, no earlier than the day such Notice is deemed to be received date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 21.1) 8.4, and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to the Defaulting Party under any party, all Transactions and this AgreementAgreement in respect thereof shall automatically terminate, (vi) suspend performancewithout notice, and/or (vii) exercise any other right or remedy available at Law or as if an Early Termination Date had been immediately declared except as provided in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationSection 8.4. If an Early Termination Date occurs, the Non-Defaulting Notifying Party shall calculatein good faith calculate its damages, in a commercially reasonable mannerincluding its associated costs and attorneys' fees, a Termination Payment as resulting from the termination of the Early terminated Transactions (the "Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Payment"). The Termination Payment will be calculated using determined by (i) comparing the Damage Payment Amount instead value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the Settlement Amountsettlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Non-Defaulting Notifying Party shall not have to enter into any transactions to replace give the Agreement Affected Party (defined in order to establish a Settlement Amount. (cSection 4.2) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party written notice of the amount of the Termination Payment and whether the Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Non-Defaulting Notifying Party. The Notice will include a written statement explaining in reasonable detail , the calculation of such amount and the sources for such calculation. The Affected Party that owes shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall make pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party within ten (10) Business Days after all additional amounts payable by it pursuant to this Agreement, but all such Notice is effective. (d) amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Defaulting Affected Party disputes disagrees with the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of issue shall be submitted to arbitration pursuant to this Agreement and the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the resulting Termination Payment shall be resolved in accordance with Article Eighteendue and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or its Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Non- Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Non- Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. 9.1 Notwithstanding any provision to the contrary in this Agreement, upon termination of this Agreement for any reason (including but not limited to any termination by the Client due to the Company suffering from an Insolvency Event or materially failing to perform its obligations under this Agreement) prior to the expiry of the Term, the Client must pay to the Company (or an Assignee) a termination payment (the “Termination Payment”) which shall comprise: (a) If all arrears of Service Charges and other sums which have accrued due for payment as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, at the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”)termination, (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold together with any payments late payment interest on any Overdue Amount or otherwise due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement.thereon; (b) In a sum equal to all the event of early future or remaining Service Charges which would, but for termination, have fallen due during the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as Term (assuming continuation of the Early Termination Date; provided that if Agreement for the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead remaining unexpired period of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace Term) less a reduction of 3% in total outstanding Service Charges at the Agreement in order to establish a Settlement Amount.time of termination; (c) As soon any costs incurred by the Company (or any Assignee, as practicable after establishing applicable) in terminating or replacing any funding arrangements entered into in connection with the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party provision of the amount Lighting Service; and (d) any taxes and VAT applicable to any of the Termination Payment and whether foregoing amounts. The Client agrees that the Termination Payment is owed to fair and reasonable estimate of the Non-Defaulting Party. The Notice will include Company’s (or an Assignee’s) loss and not a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectivepenalty. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation 9.2 The occurrence of any of the Termination Paymentfollowing events will result in the Company (or any Assignee, in whole as applicable) being able to terminate this Agreement: (a) the Client fails to pay any amount due under this Agreement and such failure is not remedied on or in part, before the Defaulting Party shall, within date which is five (5) Business Days of receipt after the due date for such payment; (b) an Insolvency Event occurs in respect of the Non-Defaulting PartyClient; (c) the Client ceases or threatens to cease or carry on business or if there is any change in the Client's direct or indirect ownership, whether legal or beneficial, or in the Control of the Client from that existing at the date of this Agreement that in the opinion of the Company would have an adverse effect on the Client’s calculation ability to fulfil its obligations to the Company. For the purpose of this clause, "Control" has the meaning ascribed to it in the Corporation Tax ▇▇▇ ▇▇▇▇ sections 450 and 451; (d) if a Material Adverse Effect occurs in respect of the Client; (e) if any of the Work Product becomes a Total Loss; (f) if any representation or warranty given by the Client under or in relation to this Agreement is or becomes materially incorrect or misleading; (g) the Client tries to sell the Work Product or does anything that affects the Company’s rights in the Work Product, including allowing the Work Product to be taken to settle a debt; or (h) the Client fails to perform any obligation, other than payment, in this Agreement provided that, in the case of a breach that is capable of remedy, the Company shall have first given notice to the Client specifying the breach or default and requiring the same to be remedied within 14 days and the Client shall have failed to comply therewith. 9.3 Upon termination of this Agreement and/ or the provision of the Lighting Service prior to the expiry of the Term, however caused: (a) the Company (or an Assignee) may forthwith, by its authorised representatives, without notice and at the Client’s expense, cease the Lighting Service and recover the Work Product and for this purpose may enter any Site or any other premises at which the Work Product is located; and (b) without prejudice to any other rights or remedies of the Client, the Client shall forthwith pay to the Company on demand a Termination Payment in accordance with clause 9.1. 9.4 The Company’s rights under clause 9.3 (a) shall, to the extent not already enforced, automatically extinguish upon payment of the Termination Payment, provide to Payment in full by the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenClient.

Early Termination. If a Triggering Event (adefined in Section 4.2) If and for as long as an Event of Default occurs with respect to a Defaulting either Party has occurred and is continuingat any time during the term of this Agreement, the other Party (“Non-Defaulting the "'Notifying Party”") has the right to may (i) send Noticeupon two Business Days written notice to the first Party, designating which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a day, no earlier than the day such Notice is deemed to be received date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 21.1) 8.4, and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to the Defaulting Party under any party, all Transactions and this AgreementAgreement in respect thereof shall automatically terminate, (vi) suspend performancewithout notice, and/or (vii) exercise any other right or remedy available at Law or as if an Early Termination Date had been immediately declared except as provided in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationSection 8.4. If an Early Termination Date occurs, the Non-Defaulting Notifying Party shall calculatein good faith calculate its damages, in a commercially reasonable mannerincluding its associated costs and attorneys' fees, a Termination Payment as resulting from the termination of the Early terminated Transactions (the 'Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Payment"). The Termination Payment will be calculated using determined by (i) comparing the Damage Payment Amount instead value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the Settlement Amountsettlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other and upon the netting of all terminated Transactions, if the calculation of the Termination Payment does not result in damages to the Notifying Party, the Termination Payment shall be zero. The Non-Defaulting Notifying Party shall not have to enter into any transactions to replace give the Agreement Affected Party (defined in order to establish a Settlement Amount. (cSection 4.2) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party written notice of the amount of the Termination Payment and whether Payment, inclusive of a statement showing its determination. The Affected Party shall pay the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation Notifying Party within 10 Days of receipt of such notice. At the time for payment of any amount and the sources for such calculation. The due under this Article 4, each Party that owes the Termination Payment shall make such payment pay to the other Party within ten (10) Business Days after all additional amounts payable by it pursuant to this Agreement, but all such Notice is effective. (d) amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Defaulting Affected Party disputes disagrees with the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of issue shall be submitted to arbitration pursuant to this Agreement and the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the resulting Termination Payment shall be resolved in accordance with Article Eighteendue and payable within three Days after the award.

Early Termination. If a Triggering Event (a) If and for as long as an Event of Default defined in Section 17.2)Event, pursuant to Section 17.2, occurs with respect to a Defaulting either Party has occurred and is continuingat any time during the term of this Contract, the other Party (“Non-Defaulting the "Notifying Party”") has the right to may (i) send Noticeupon two (2) Business Days written notice to the first Party, designating a day, no earlier than the day such Notice is deemed to which notice shall be received (as provided in Section 21.1) and given no later than twenty 60sixty (2060) days Days after such Notice is deemed to be received the discovery of the occurrence of the Triggering Event, establish a date on which this Contract will terminate (as provided in Section 21.1), as an early termination date of this Agreement (“"Early Termination Date”"), and (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due in respect of this Contract; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 17.2 as it may apply to the Defaulting Party under any party, this AgreementContract shall automatically terminate, (vi) suspend performancewithout notice, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationas if an Early Termination Date had been immediately declared. If an Early Termination Date occurs, the Non-Defaulting Notifying Party shall calculatein good faith calculate its damages, in a commercially reasonable mannerincluding its associated costs and attorneys' fees, a Termination Payment as resulting from the termination of the Early terminated Contract (the "Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Payment"). The Termination Payment will be calculated using determined by (i) comparing the Damage Payment Amount instead value of (a) the remaining term, quantities and prices under this Contract had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for this Contract and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the Settlement Amountsettlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. The Non-Defaulting Notifying Party shall not have to enter into any transactions to replace give the Agreement Affected Party (defined in order to establish a Settlement Amount. (cSection 17.2) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party written notice of the amount of the Termination Payment and whether the Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Non-Defaulting Notifying Party. The Notice will include a written statement explaining in reasonable detail , the calculation of such amount and the sources for such calculation. The Affected Party that owes shall pay the Termination Payment to the Notifying Party within 10ten (10) Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall make pay the Termination Payment to the Affected Party within 10ten (10) Days of Affected Party’s receipt of such notice. At the time for payment of any amount due under this Article 17, each Party shall pay to the other Party within ten (10) Business Days after all additional amounts payable by it pursuant to this Agreement, but all such Notice is effective. (d) amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Defaulting Affected Party disputes disagrees with the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of issue shall be submitted to arbitration pursuant to this Contract and the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the resulting Termination Payment shall be resolved in accordance with Article Eighteendue and payable within three (3) Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or its Affiliates (under this Contract or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Contract or otherwise).

Early Termination. (a1) If Section 6(b)(ii) is hereby amended by adding at the end of the first paragraph the following: “, provided that the party seeking to make the transfer to avoid a Termination Event shall deliver to Party B (in the case of transfers by Party A) or to Party A (in the case of transfers by Party B) written confirmation from each Rating Agency then rating any class of Group I Notes that such transfer will not result in its then-current rating of each class of Group I Notes being withdrawn, suspended or lowered.” (2) Notwithstanding anything to the contrary in this Agreement, if the Early Termination Date of the Sole Transaction occurs or is effectively designated, Party A and for Party B agree as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to follows: (i) send Notice, designating a day, no earlier than the day such Notice is deemed The Calculation Agent shall calculate an amount that would be payable to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of or by Party B under this Agreement (“in respect of such Early Termination DateDate (such amount, including any Net Payment or Net Receipt constituting any portion thereof, the “Termination Payment”), . (ii) accelerate all amounts owing between To the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect extent that Party A is required to pay the Termination PaymentPayment to Party B, (v) withhold any payments due to Party A shall pay such amount in accordance with the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under terms of this Agreement. (biii) In To the event of early termination, extent that Party B is required to pay the Non-Termination Payment to Party A where: (A) Party B is the Defaulting Party shall calculate(provided, in a commercially reasonable mannerhowever, a Termination Payment as of that to the Early Termination Date; provided extent that if Party B is the Defaulting Party with respect to an Event of Default occurs prior specified in Section 5(a)(i) of this Agreement (Failure to Pay or Deliver) this clause (A) shall apply only with respect to the Initial Delivery Date Net Payment (and not the Seller remainder of the Termination Payment)), Party B shall pay such amount in accordance with Section 5.04(b)(X) or 5.04(c)(X), as applicable, of the Indenture (as defined in Appendix A of the Sale and Servicing Agreement), and Section 5.05(c)(X) of the Sale and Servicing Agreement, as applicable. (B) Party A is the Defaulting Party, then the Early Termination Date arises from a Termination Event (other than an Additional Termination Event) or a Redemption Event, or Party B is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(i) (exclusive of any Net Payment paid pursuant to Clause (A)), Party B shall pay such Termination Payment in accordance with this Agreement. (C) Party B replaces Party A with a successor to Party A, Party B and Party A agree to cause the successor to Party A to pay the Termination Payment will be calculated using (or such lesser amount actually paid by such successor) to Party A. Any amounts actually received by Party A under this clause (C) shall reduce the Damage Payment Amount instead amounts payable pursuant to clauses (A) and (B); Party A shall pay to Party B any excess of the Settlement Amount. The Non-Defaulting amounts actually received by Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. A under this clause (cC) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of over the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a1) If Section 6(b)(ii) is hereby amended by adding at the end of the first paragraph the following: “ , provided that the party seeking to make the transfer to avoid a Termination Event shall deliver to Party B (in the case of transfers by Party A) or to Party A (in the case of transfers by Party B) written confirmation from each Rating Agency then rating any class of Notes that such transfer will not result in its then-current rating of each class of Notes being withdrawn, suspended or lowered without regard to the Securities Guaranty Insurance Policy.” (2) Notwithstanding anything to the contrary in this Agreement, if the Early Termination Date of the Sole Transaction occurs or is effectively designated, Party A and for Party B agree as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to follows: (i) send Notice, designating a day, no earlier than the day such Notice is deemed The Calculation Agent shall calculate an amount that would be payable to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of or by Party B under this Agreement (“in respect of such Early Termination DateDate (such amount, including any Net Payment or Net Receipt constituting any portion thereof, the “Termination Payment”), . (ii) accelerate all amounts owing between To the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect extent that Party A is required to pay the Termination PaymentPayment to Party B, (v) withhold any payments due to Party A shall pay such amount in accordance with the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under terms of this Agreement. (biii) In To the event of early termination, extent that Party B is required to pay the Non-Termination Payment to Party A where: (A) Party B is the Defaulting Party shall calculate(provided, in a commercially reasonable mannerhowever, a Termination Payment as of that to the Early Termination Date; provided extent that if Party B is the Defaulting Party with respect to an Event of Default occurs prior specified in Section 5(a)(i) of this Agreement (Failure to Pay or Deliver) this clause (A) shall apply only with respect to the Initial Delivery Date Net Payment (and not the Seller remainder of the Termination Payment)), Party B shall pay such amount in accordance with Section 5.04(b) or 5.04(c), as applicable, of the Indenture, and Section 5.05(c) of the Sale and Servicing Agreement, as applicable. (B) Party A is the Defaulting Party, then the Early Termination Date arises from a Termination Event (other than an Additional Termination Event) or a Redemption Event, or Party B is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(i) (exclusive of any Net Payment paid pursuant to Clause (A)), Party B shall pay such Termination Payment in accordance with this Agreement. (C) Party B replaces Party A with a successor to Party A, Party B and Party A agree to cause the successor to Party A to pay the Termination Payment will be calculated using (or such lesser amount actually paid by such successor) to Party A. Any amounts actually received by Party A under this clause (C) shall reduce the Damage Payment Amount instead amounts payable pursuant to clauses (A) and (B); Party A shall pay to Party B any excess of the Settlement Amount. The Non-Defaulting amounts actually received by Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. A under this clause (cC) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of over the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. Either party hereto may terminate this Contract at any time by giving thirty (a30) If and for as long as an Event of Default with respect days’ written notice to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has party. A. The DISTRICT and CONTRACTOR agree that they shall diligently pursue resolution of all disagreements within 45 days of either party’s written notice using a mutually acceptable form of mediated dispute resolution prior to exercising their rights under law. CONTRACTOR shall continue to perform services for the right project and the DISTRICT shall pay for such services during the dispute resolution process unless the DISTRICT issues a written notice to (i) send Notice, designating a day, no earlier suspend work. Causes of action between the parties to this Agreement shall be deemed to have accrued and the applicable statutes of repose and/or limitation shall commence not later than the day such Notice is deemed to be received date of substantial completion. B. The DISTRICT may suspend services performed by CONTRACTOR with cause upon fourteen (as provided in Section 21.1) and no later than twenty (2014) days after such Notice is deemed written notice. CONTRACTOR shall submit an invoice for services performed up to be received (as provided in Section 21.1), as an early termination the effective date of this Agreement the work suspension and the DISTRICT shall pay CONTRACTOR all outstanding invoices within fourteen (“Early Termination Date”)14) days. If the work suspension exceeds thirty (30) days from the effective work suspension date, (ii) accelerate all amounts owing between CONTRACTOR shall be entitled to renegotiate the Parties (except project schedule and the compensation terms for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) project. In the event of early termination, the Non-Defaulting Party shall calculate, in DISTRICT terminates a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, contract in whole or in part, as provided in Paragraph (A), of this clause, the Defaulting Party shallDISTRICT may procure, within five (5) Business Days upon such terms and in such manner as may deem appropriate, supplies, services or work similar to those so terminated, and the CONTRACTOR shall be liable to the DISTRICT for any excess costs it incurs in reprocuring performance of receipt CONTRACTOR’S remaining obligations hereunder; PROVIDED, that the CONTRACTOR shall continue the performance of this contract to the extent not terminated under the provisions of this clause. The CONTRACTOR shall not be liable for any excess costs if the failure to perform the contract arises out of causes beyond the control and without the fault and negligence of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenCONTRACTOR.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuingUnless otherwise agreed by the Parties through the Transition Committee, the other Receiving Party (“Non-Defaulting Party”) has shall not have the right to terminate any Pre-Conversion Service (ior a portion thereof), unless the proposed termination of such Pre-Conversion Service (or a portion thereof), individually reduces the cost to the Service Provider to provide such Pre-Conversion Service (or a portion thereof) send Noticeby at least [ ], designating or if in connection with related terminations with substantially the same Termination Date all such proposed terminations reduce the cost to Service Provider by at least [ ]. In the event either such thresholds is met, the Transition Committee shall meet to discuss and agree to an appropriate reduction in the Service Fee associated therewith. The Parties acknowledge and agree that it shall be the dual goal of the Transition Committee, in considering any such reduction, to maximize the reduction in Service Fees and avoid stranded costs to the Service Provider, and the Transition Committee shall take into account the factors equitable to such reductions, including without limitation the reduction in costs to be incurred by the Service Provider in providing such Pre-Conversion Service (and personnel required therewith), but also any termination fees or other incremental or stranded costs that would be incurred by the Service Provider due to such terminations, including incremental costs to the Service Provider incurred in connection with the migration of such terminated Pre-Conversion Service to an alternative third-party source or to the Receiving Party, including related to set-up, security, connectivity, compliance and other such similar costs. Subject to the above thresholds and criteria, if the Receiving Party wishes to terminate a day, no Pre-Conversion Service (or a portion thereof) on a date that is earlier than the day end of the Term, the Receiving Party shall notify the Service Provider in writing of the proposed date on which such Notice is deemed to be received Service (as provided in Section 21.1or portion thereof) and no later than twenty shall terminate (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (the “Early Termination Date”), at least thirty (ii30) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs days prior to the Initial Delivery Date Termination Date. If the Receiving Party provides the Service Provider with notice terminating or reducing a Pre-Conversion Service, the Service Provider shall as soon as reasonably practicable after receiving such notice advise the Receiving Party in writing (the “Termination Notice”) if such termination or reduction will require the termination or partial termination of any other Pre-Conversion Service(s), or otherwise affects the provision of any other Pre-Conversion Services, and the Seller is applicable reduction of costs to the Defaulting Service Provider to provide such Pre-Conversion Service(s) (or portion thereof). Unless the Receiving Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after of receiving such Notice is effective. (d) If notice, notifies the Defaulting Party disputes Service Provider of the Non-Defaulting withdrawal of its termination notice, such termination shall be final and shall be deemed to include the originally specified Services as well as the other Services described by the Service Provider. Except as set forth above, no such termination of any Service will in any way affect the Service Provider’s obligation to provide or make available any other Service provided or required pursuant to this Agreement or the Receiving Party’s calculation of obligation to pay for the Termination Paymentsame, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved all in accordance with Article Eighteen.the terms of this Agreement, provided, that, solely to the extent a Termination Notice expressly states that, and specifically describes the precise manner in which, the termination of a Pre-Conversion Service will affect the Service Standard of a Pre-Conversion Service that is continuing without being terminated, then, if the Receiving Party still elects to terminate such first Pre-Conversion Service, such new Service Standard shall apply to such continuing Pre-Conversion Service. Effective on the Termination Date, such Service (or portion thereof) shall be discontinued and thereafter, this Agreement shall be of no further force and effect with respect to such Service (or portion thereof) except as to obligations accrued prior to the Termination Date. The Receiving Party acknowledges and agrees that (a) Pre-Conversion Services provided by third parties may be

Early Termination. The Parties each hereby acknowledge that Seller is proceeding on an interim basis specifically to pursue the site work necessary to evaluate the deep dynamic compaction technique for construction of the Coke Plant. The Parties do not anticipate that the testing necessary to such an evaluation will be completed prior to November 12, 1996. In the event that either Purchaser or Seller determines that it is no longer feasible to proceed with the construction of the Coke Plant, or in the event that (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party any condition set forth in Sections 14.1 (“Non-Defaulting Party”a) through (1) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement.not been satisfied; (b) In the event of early terminationeither Purchaser or Cokenergy shall exercise their rights to terminate their Tolling Agreement on or before November 12, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount.1996; (c) As soon as practicable after establishing the Early Termination Dateeither Seller or Raytheon shall exercise their rights to terminate their Engineering, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment Procurement and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective.Construction Contract on or before November 12, 1996, or (d) If either Seller or Cokenergy shall exercise their rights to terminate their Access, Operating and Fuel Supply and Processing Agreement, on or before November 12, 1996, then either Party, upon prior notification to the Defaulting Party disputes other Party, may terminate this Coke Purchase Agreement on or before November 12, 1996, without any further obligation to such other Party; provided, however, that Purchaser will promptly reimburse Seller for any and all costs and fees actually incurred by Seller on or before November 12, 1996 (including, but not limited to, scheduled payments made pursuant to any agreement for the Non-Defaulting Party’s calculation construction of the Termination PaymentCoke Plant, cancellation fees, and/or payments made to vendors for construction materials and otherwise) in whole or in partexcess of ***** Dollars ($ ***** ); further, the Defaulting Party shallprovided, within five Seller shall pay ***** ( ***** ) and Purchaser shall pay ***** ( ***** ) of such costs and fees up to an aggregate amount of ***** Dollars (5) Business Days of receipt $ ***** ), all of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved foregoing in accordance with Article Eighteenthis subsection (d) being capped at $ ***** .

Early Termination. Borrower may also terminate this Agreement by giving Lender at least thirty (30) days prior written notice at any time upon payment in full of all of the Obligations as provided herein, including the early termination fee provided below. Lender shall also have the right to terminate this Agreement at any time upon or after the occurrence of an Event of Default. If Lender terminates this Agreement upon or after the occurrence of an Event of Default, or if Borrower shall terminate this Agreement as permitted herein effective prior to the end of the then-current Term, in addition to all other Obligations, Borrower shall pay to Lender, upon the effective date of termination, in view of the impracticality and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of Lender's lost profits, an early termination fee equal to: (a) If fifty percent (50%) of the average monthly interest and fees payable by Borrower to Lender for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party immediately preceding six (“Non-Defaulting Party”6) has months or from the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement Agreement, whichever is the shorter period (“Early Termination Date”the "Calculation Period"), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement.multiplied by (b) In either (i) the event number of early terminationmonths (or any part thereof) remaining in the then-current Term, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as if Borrower's written notice of the Early Termination Date; provided that if the Event of Default occurs termination is received by Lender or termination by Lender is effective more than sixty (60) days prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead end of the Settlement Amount. The Nonthen-Defaulting Party shall not have to enter into current Term or (ii) the number of months (or any transactions to replace part thereof) remaining in the Agreement in order to establish a Settlement Amount. then-current Term plus twenty-four (c24) As soon as practicable after establishing if Borrower's written notice of termination is received by Lender or termination by Lender is effective within sixty (60) days prior t o the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party end of the amount then-current Term. For purposes of calculating the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Paymentearly termination fee, in whole or in part, no event will the Defaulting Party shall, within five (5) Business Days of receipt of average monthly interest be less than the Non-Defaulting Party’s calculation of interest which would have been payable if the Termination Payment, provide to Revolving Loans had equaled the Non-Defaulting Party a detailed written explanation of Minimum Borrowing on each day during the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenCalculation Period.

Early Termination. If a Triggering Event (adefined in Section 4.2) If and for as long as an Event of Default occurs with respect to a Defaulting either Party has occurred and is continuingat any time during the term of this Agreement, the other Party (“Non-Defaulting the "Notifying Party”") has the right to may (i) send Noticeupon two Business Days written notice to the first Party, designating which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a day, no earlier than the day such Notice is deemed to be received date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 21.1) 8.4, and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to the Defaulting Party under any party, all Transactions and this AgreementAgreement in respect thereof shall automatically terminate, (vi) suspend performancewithout notice, and/or (vii) exercise any other right or remedy available at Law or as if an Early Termination Date had been immediately declared except as provided in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationSection 8.4. If an Early Termination Date occurs, the Non-Defaulting Notifying Party shall calculatein good faith calculate its damages, in a commercially reasonable mannerincluding its associated costs and attorneys' fees, a Termination Payment as resulting from the termination of the Early terminated Transactions (the "Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Payment"). The Termination Payment will be calculated using determined by (i) comparing the Damage Payment Amount instead value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the Settlement Amountsettlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Non-Defaulting Notifying Party shall not have to enter into any transactions to replace give the Agreement Affected Party (defined in order to establish a Settlement Amount. (cSection 4.2) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party written notice of the amount of the Termination Payment and whether the Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Non-Defaulting Notifying Party. The Notice will include a written statement explaining in reasonable detail , the calculation of such amount and the sources for such calculation. The Affected Party that owes shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall make pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party within ten (10) Business Days after all additional amounts payable by it pursuant to this Agreement, but all such Notice is effective. (d) amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Defaulting Affected Party disputes disagrees with the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of issue shall be submitted to arbitration pursuant to this Agreement and the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the resulting Termination Payment shall be resolved in accordance with Article Eighteendue and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party woes to the Notifying Party ( under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. (a) If and for as long as an Event In case either of Default with respect the contracting parties intends to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an report early termination date of this Agreement (“Early Termination Date”)contract, (ii) accelerate all amounts owing between said circumstances should be performed as describe in article thirty herein, with at least 30 days before the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold initial term of this contract or any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) extension thereof. In the event of early terminationany failure to comply by any of the parties be updated regarding their obligations for which they are liable under this contract, or with any of the attachments that are an integral part thereof, if such failure is not remedied within a period of 30 calendar days starting from the date notice or said failure is received, the Non-Defaulting Party shall calculate, party that is not in a commercially reasonable manner, a Termination Payment as default may unilaterally declare early termination of this contract and all or part of the Early Termination Date; provided attachments without any liability on its part. In addition, the party in default shall pay the affected party for any damage, attorney’s fees and any other legal loss derived from said default. Furthermore, the contracting parties agree that if the Event exercising their right to early termination of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead this document by any of the Settlement Amount. The Non-Defaulting Party parties shall not have to enter into any transactions to replace the Agreement constitute a waiver in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Dateexercise payment of damages and inconvenience to which it might be entitled to claim in conformity with applicable laws, the Non-Defaulting Party shall Notify the Defaulting Party or to obtain payment of the amount contractual penalty agreed in the contract herein. If “Molimentales" determines that it no longer requires the supply of the Termination Payment product during the term of the present contract, it shall notify "Evonik" in writing about these circumstances ninety (90) days in advance and "Evonik" may: (a) Decide whether or not it declares early termination of the Termination Payment obligations for which "Molimentales" is owed liable according to this document, or (b) Decide that "Molimentales" pay half of the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail total cost remaining of the calculation agreed term of such amount the contract and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Paymentcontractual penalty described herein, in whole addition to damages or in inconvenience derived therefrom. On its part, "Evonik" shall deliver the Defaulting Party shall, within five (5product for which Molimentales will pay for the purposes of item b) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteenherein.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.122.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.122.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.410.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Non- Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Non- Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenNineteen (Dispute Resolution).

Early Termination. (a) If and for as long as an Event of Default with respect Employee's employment hereunder shall terminate prior to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date expiration of this Agreement (“Early Termination Date”)or any. extensions thereof, (iion the following terms and conditions: A) accelerate all amounts owing between This Agreement shall terminate automatically on the Parties (except for disputed amounts as provided in Section 9.4)death of Employee. Notwithstanding the foregoing, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold Bank shall pay to Employee's estate any payments due compensation and reimbursable expenses accrued to the Defaulting Party under date of his death which otherwise would have been paid to the Employee. B) This Agreement shall be terminated, at the Bank's election, if Employee is unable to perform his duties hereunder, for a period of six months (180) days in any 365 day period (or at such time as the Bank's "salary continuation" insurance becomes effective) by reason of physical or mental disability. For purposes of this Agreement, (vi) suspend performance"physical or mental disability" shall mean Employee's inability, and/or (vii) exercise any other right or remedy available at Law due to health reasons, to discharge properly his duties of employment supported by the opinion of a physician satisfactory to the parties. Should Employee be subsequently able to return to work after termination as provided herein, Bank may in its discretion, employ Employee in the same capacity or in equity such other capacity as may be mutually agreeable under such terms and conditions as the parties may so agree prior to the extent otherwise permitted under this Agreementsuch return however, Employee shall provide a physicians opinion certifying has ability to return to work. (bC) In the event of early PERSONAL DISHONESTY, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, INCOMPETENCY on Employee's part, conduct unbecoming a banker, insubordination, or in the event of his deliberate failure to fulfill his obligations under this Agreement, the Board of Directors may terminate this Agreement by giving the Employee two (2) weeks written notice thereof. Such termination shall be effective at the expiration of such two (2) week notice. Thereafter the Bank shall not be obligated under any of the provisions herein, except as required by any statute in effect at that time. D) Employee may voluntarily terminate his employment upon giving the Bank four (4) weeks written notice of his decision to terminate. Such a termination shall not constitute a breach of this Agreement; provided, however, that Employee shall be obligated after the date of such termination, to continue to be bound by the Non-Defaulting Party conditions outlined in Section 7 hereof. E) The parties may mutually agree to terminate this Agreement in writing on such terms as they may determine. F) The Bank may terminate Employee's employment without cause and without notice; provided, however, that the Bank shall calculate, in a commercially reasonable manner, a Termination Payment as be obligated to continue to pay Employee's base salary for the longer of three (3) months after the date of such termination or the remainder of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead term of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party provided further that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment Employee shall be resolved in accordance with Article Eighteenrelieved of all further obligations under this Agreement except for provisions pursuant to Paragraph 7.

Early Termination. (a) If and for as long as during the Term there shall occur total damage or destruction to the Facility, such that the Facility is rendered wholly untenantable, through an Event of Default with respect to a Defaulting Party has occurred event that is not caused by, and is continuingoutside of the control of, Parent, and if as a result of the other Party foregoing, Parent is precluded, in the entirety, from using and occupying the Facility or a material portion thereof and/or using the Personal Property for a period in excess of thirty (“Non-Defaulting Party”30) has consecutive days, then Parent shall have the right to terminate the Term by giving the Company written notice to such effect within thirty (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (2030) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as expiration of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreementforegoing 30-day period. (b) In If the event of early termination, the Non-Defaulting Party shall calculate, Term is not terminated in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Partyaccordance with subparagraph (a) hereof, then the Termination Payment will be calculated using Company shall repair the Damage Payment Amount instead damage or destruction or otherwise make all necessary alterations to the Facility to allow Parent to continue its use and occupancy of the Settlement Amount. The Non-Defaulting Party Facility and its use of the Personal Property; provided, however, the Company shall not have be required to enter into make any transactions such repair or such alterations to replace the Agreement Facility, if the cost thereof, in order excess of all insurance payments actually received by the Company, would exceed $50,000, in the aggregate, and the Company so notifies Parent within thirty (30) days after the date of such damage or destruction. If the Company so notifies Parent of its election not to establish make such repairs, or if such repairs are not substantially completed within six months, then Parent may terminate the Term under Section 5.8(a) above as if the Facility suffered a Settlement Amounttotal damage or destruction, such that the Facility is rendered wholly untenantable. (c) As soon as practicable after establishing If Parent’s right to use and occupy the Early Termination Date, Facility and/or use the Non-Defaulting Party shall Notify Personal Property terminates prior to the Defaulting Party expiration of the amount Term, other than by reason of default or breach by the Company hereunder, then, (i) notwithstanding such termination, Parent shall remain obligated to pay the Company one hundred percent (100%) of the Termination Payment Product Fee payable hereunder on any Product for which (A) in the case of a Product that requires a pharmacokinetic study, a pharmacokinetic study has been commenced and whether successfully completed at the Termination Payment is owed Facility prior to such termination, and (B) in the Non-Defaulting Party. The Notice will include case of a written statement explaining Product that does not require a pharmacokinetic study, an in reasonable detail vitro dissolution profile has been commenced and successfully completed at the calculation of Facility prior to such amount and the sources for such calculation. The Party that owes the Termination Payment termination, (ii) Parent shall make such payment not be obligated to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation pay any portion of the Termination Payment, in whole Product Fee on any Product for which a pharmacokinetic study or in part, vitro dissolution profile has not been commenced and successfully completed at the Defaulting Party shall, within five Facility prior to such termination and (5iii) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide Purchaser shall no obligation to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with purchase any Additional Shares under Article EighteenII hereof.

Early Termination. This Agreement shall be subject to early termination by Owner upon the happening of any of the following terms and conditions: (a) If Upon notice to Ironstate, at any time after the occurrence and during the continuance of any Event of Default; or (b) An Event of Dissolution under either of the Harborside Entity A or Harborside Entity B Operating Agreements; or (c) The denial of any Required Approval for any Phase of the Project after the exhaustion of all appeal rights as long may be exercised by any Party; or (d) In respect of Phase I: (1) Failure to achieve the Phase I Closing by the Phase I Outside Closing Date, as the same may be extended as a result of an Event of Default with respect Force Majeure; or (2) Subject to a Defaulting Party has occurred the terms and is continuingconditions of this Section 8.4, if and only if all of the Phase I Closing Conditions shall have been satisfied or waived other than the securing of the Approved Financing/Phase I, the other Party determination by Owner, in Owner’s reasonable discretion, that the development of Phase I of the Project is not economically viable or will not generate the returns previously anticipated; or (“Non-Defaulting Party”e) has Subject to the right to terms and conditions of this Section 8.4, the determination by Owner, in Owner’s reasonable discretion, (i) send Noticethat market conditions do not support the development of Phase II or Phase III of the Project or (ii) the development of Phase II or Phase III of the Project would not otherwise be economically viable; or (f) The discharge of Ironstate for cause for its willful violation of any material term or condition of this Agreement. For purposes of this Agreement, designating the term “cause” means any reason materially and adversely affecting the best interests of the Project or such as to make it unreasonable to expect Owner to continue to permit Ironstate to continue as the party providing development services for the Project. Additionally, discharge of Ironstate for cause under this Agreement shall also be a daytermination for cause of Ironstate as the Managing Member under each of the Operating Agreements. (g) If Owner shall have exercised its early termination rights pursuant to Section 8.4(c) or (d) above, no earlier than despite the day such Notice is deemed to commercially reasonably and diligent efforts of Ironstate, then: (1) Ironstate shall be received reimbursed for fifty (50%) percent of the Ironstate Pre-Development Costs, except as provided in the following subsection; (2) Ironstate shall be reimbursed for eighty-five (85%) percent of any sewer connection fees and similar assessment theretofore paid arising out of or in connection with the Project. (h) If Owner shall have exercised its early termination rights pursuant to Section 21.18.4(e) and no later than twenty above, then Ironstate shall be reimbursed one hundred (20100%) of the Ironstate Pre-Development Costs attributable to Phase II or Phase III of the Project. (i) Owner’s rights under Section 8.4(d)(2) above shall be deemed suspended if Ironstate shall deliver to Owner within sixty (60) days after of Owner’s election to exercise the rights under such Notice is Section 8.4(d)(2) a term sheet from a nationally recognized commercial bank or other financial institution/lender that regularly makes loans of a similar nature for financing for Phase I of the Project on a commercially reasonable basis. A financing shall be deemed “commercially reasonable” for purposes of Section 8.4(d)(2) above notwithstanding that the financing in such term sheet may provide for: (1) Construction completion guaranties and customary non-recourse carve-outs and indemnities of ordinary operating expenses, interest and taxes, which guaranties and indemnities are to be received (as provided in Section 21.1)by Ironstate and Owner, or their creditworthy Affiliates, as an early termination date contemplated by Section 3.4 of this Agreement the Harborside Entity A Operating Agreement; (“Early Termination Date”)2) Syndication by the commercial bank or other lender of participations with other lenders in the loan; and (3) Any such financing shall provide for either: (i) a principal loan amount of not less than sixty percent (60%) of the total anticipated cost to construct Phase I as detailed on the Construction Budget, including the Unit 1 Established Value, with no guaranty of the principal amount of the loan other than as contemplated by clause (1) above, or (ii) accelerate all amounts owing between the Parties a principal loan amount of not less than seventy percent (except for disputed amounts as provided in Section 9.4), (iii70%) end the Term effective as of the Early Termination Datetotal anticipated cost to construct Phase I as detailed on the Construction Budget, including the Unit 1 Established Value, with a guaranty of principal repayment of the loan in an amount of not more than ten percent (iv10%) collect of the Termination Paymenttotal anticipated cost to construct Phase I as detailed on the Construction Budget, (v) withhold any payments due including the Unit 1 Established Value, to be provided by Ironstate and Owner, or their creditworthy Affiliates, as contemplated by Section 3.4 of the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Harborside Entity A Operating Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (dj) If the Defaulting Party disputes the Non-Defaulting Partyany such proposed bank loan financing shall have expired without advancing any loan proceeds or otherwise without a closing, any such suspension of Owner’s calculation of the Termination Paymentrights under Section 8.4(d)(2) above shall terminate, in whole or in part, the Defaulting Party shall, within five (5and this Agreement shall then immediately become subject to Owner’s early termination rights under Section 8.4(d)(2) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteenabove.

Early Termination. (i) Within 30 days after the giving of any notice terminating this Agreement pursuant to Section 11.3.1, the Regulatory Office shall determine the amount (the “Early Termination Amount”) payable in accordance with clause (ii) of this Section 11.3.2 following an MWSS Event of Default, or payable in accordance with clause (iii) of this Section 11.3.2 following a Concessionaire Event of Default, or payable in accordance with clause (iv) of this Section 11.3.2 following a prolonged Force Majeure Event or upon mutual agreement of the Parties to terminate this Agreement. The Regulatory Office shall promptly give notice to each of MWSS and the Concessionaire of the Early Termination Amount and shall furnish a copy of all supporting calculations. For the avoidance of doubt, the Concessionaire shall be precluded from (a) If claiming compensation for all capital and for as long as an Event of Default with respect to other expenditures which have been disallowed by the Regulatory Office or the latter’s successors and assigns; and (b) claiming compensation and/or receiving a Defaulting Party has occurred and is continuing, return beyond the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided amounts in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date 12 of this Agreement (“Early Termination Date”), the Charter and/or through the ADR. (ii) accelerate Following an MWSS Event of Default: (A) The Concession (including all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective fixed assets existing as of the Early Termination Date, (ivDate but excluding all current assets and current liabilities) collect the Termination Payment, (v) withhold any payments due shall revert to MWSS for a payment to the Defaulting Party under this Agreement, Concessionaire (vithe “Early Termination Amount”) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity equal to the extent otherwise permitted under this Agreement. amount of (b1) In the event value of early terminationassets left behind which have not been transferred to the MWSS pursuant to Section 6.13, as determined by an Appraiser, capped at Net Debt plus Breakage Cost for Concessionaire Loans, plus (2) the shareholder’s equity as determined by an Appraiser based on the Concessionaire’s latest reported audited financial statements for the Service Area West, adjusted for the net book value of fixed assets contributed to the MWSS system in the Service Area by the Concessionaire, the Non-Defaulting Party cost of which has been approved by the Regulatory Office as an Expenditure and has been recovered by the Concessionaire through tariff as at the relevant date; provided, that the Early Termination Amount shall calculatebe applied by the Concessionaire to repay the Outstanding Concessionaire Loans; provided further, that the value of the assets that have already been fully paid by MWSS are not included in a commercially reasonable mannerthe Early Termination Amount; and provided, a Termination Payment as finally, that the payment of the Early Termination Date; provided that if the Event of Default occurs prior Amount to the Initial Delivery Date Concessionaire shall be without prejudice to MWSS demanding the payment for penalties and liquidated damages which the Concessionaire is liable for, and the Seller is Concessionaire’s obligations, including those which may be secured by the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountConcessionaire’s Performance Bonds. (cB) As soon as practicable after establishing the The Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10Amount payable by MWSS under this Section 11.3.2(ii) Business Days after such Notice is effective.may either: (d1) If the Defaulting Party disputes the Nonbe paid by MWSS in a lump sum payment not later than forty-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.five

Early Termination. If a Triggering Event --------------------------------- ----------------- (adefined in Section 4.2) If and for as long as an Event of Default occurs with respect to a Defaulting either Party has occurred and is continuingat any time during ----------- the term of this Agreement, the other Party (“Non-Defaulting the "Notifying Party”") has the right to may (i) send Noticeupon --------------- two Business Days written notice to the first Party, designating which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a day, no earlier than the day such Notice is deemed to be received date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as ---------------------- provided in Section 21.1) 8.4, and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due in respect of such ----------- Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2, as it may apply to the Defaulting Party under any party, all Transactions and ----------- this AgreementAgreement in respect thereof shall automatically terminate, (vi) suspend performancewithout notice, and/or (vii) exercise any other right or remedy available at Law or as if an Early Termination Date had been immediately declared except as provided in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationSection 8.4. If an Early Termination Date occurs, the Non-Defaulting Notifying Party shall calculate----------- in good faith calculate its damages, in a commercially reasonable mannerincluding its associated costs and attorneys' fees, a Termination Payment as resulting from the termination of the Early terminated Transactions (the "Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Payment"). The Termination Payment will be calculated using determined by (i) ------------------- comparing the Damage Payment Amount instead value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the Settlement Amountsettlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis deferential. All terminated Transactions shall be netted against each other and upon the netting of all terminated Transactions, if the calculation of the Termination Payment does not result in damages to the Notifying Party, the Termination Payment shall be zero. The Non-Defaulting Notifying Party shall not have to enter into any transactions to replace give the Agreement Affected Party (defined in order to establish a Settlement Amount. (cSection 4.2) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party written notice of the amount of the Termination Payment and whether ----------- Payment, inclusive of a statement showing its determination. The Affected Party shall pay the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation Notifying Party within 10 Days of receipt of such notice. At the time for payment of any amount and the sources for such calculation. The due under this Article 4, each Party that owes the Termination Payment shall make such payment pay to the other Party within ten (10) Business Days after all additional amounts --------- payable by it pursuant to this Agreement, but all such Notice is effective. (d) amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Defaulting Affected Party disputes disagrees with the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of issue shall be submitted to arbitration pursuant to this Agreement and the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the resulting Termination Payment shall be resolved in accordance with Article Eighteendue and payable within three Days after the award.

Early Termination. Employee shall have the option beginning on the second anniversary of the date of this Agreement, such option to be exercisable for a period of fifteen (15) days, to elect one or more of the following by written notice to Employer: (a) If Put any stock or portion thereof (including any vested and for as long as an Event of Default with respect unvested options to a Defaulting Party has occurred and is continuing, purchase stock) and/or the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed Compensation to be received (as provided in Section 21.1) paid during the remaining Term of Employment to Employer. The stock and no later than twenty (20) days after such Notice is deemed options to acquire stock would be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between valued at the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as then fair market value of the Early Termination Date, common stock and any future payments of Compensation shall be valued at the net present value thereof using a discount rate of eight percent (iv) collect the Termination Payment, (v) withhold any 8%). All such payments due shall be made to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity Employee within 30 days of Employee's written notice to the extent otherwise permitted under this AgreementEmployer. (b) Become a consultant to Employer and spend no more than an average of 20 hours per week during the remaining Term of Employment at the same Compensation set forth in this Agreement. In such event, Employee would remain on the event Board of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as Directors of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountEmployer. (c) As soon Acquire the Motorsports business of PACE (or, in the event the Motorsports business of PACE has been sold by Employer in accordance with Section 6.6.1, Employee shall have the right to acquire the Theatrical business of PACE) at its fair market value, as practicable after establishing described below. Employee shall deliver a nonrefundable (unless Employer defaults or fails to close such transaction or as provided below) deposit (the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of "Deposit") in the amount of One Million Dollars ($1,000,000) within fifteen (15) days from the Termination Payment date of exercise. Employee and whether Employer shall attempt to reach agreement on the Termination Payment is owed fair market value of the Motorsports business of PACE (or Theatrical, as the case may be). In the event the parties cannot reach agreement within thirty (30) days of Employee's exercise of his purchase right, each of Employee and Employer shall select an investment banking firm of national standing, which investment banking firms shall attempt to reach agreement on the fair market value of Motorsports (or Theatrical, as the case may be). In the event such investment banking firms are unable to reach agreement within thirty (30) days of being selected, the two investment banking firms shall jointly select a third investment banking firm of national standing which shall make a determination of fair market value within thirty (30) days and whose determination as to the Non-Defaulting Partyfair market value of Motorsports (or Theatrical, as the case may be), shall be binding upon Employer and Employee. The Notice will include fees and expenses of the third investment banking firm shall be paid by the party whose position as to the fair market value is furthest from the fair market value determined by such third investment banking firm. In the event the fair market value determined by the investment banking firm(s) is more than twelve and one-half percent (12 1/2%) higher than Employee's final offer to Employer in the thirty (30) day negotiation period described above, Employee may elect to waive his purchase right hereunder and receive the Deposit with accrued interest, less One Hundred Seventy-Five Thousand Dollars ($175,000) which shall be retained by Employer; provided, that in such event, Employer shall have the option to require Employee to purchase the business(es) at a written statement explaining purchase price equal to Employee's final offer (as described above) plus One Hundred Seventy-Five Thousand Dollars ($175,000). Employee shall provide evidence of financing within thirty (30) days of determination of fair market value, provided, that Employee may obtain an additional thirty (30) days (for a total of sixty (60) days from exercise) by providing an additional deposit in reasonable detail the calculation amount of such amount and the sources for such calculationFive Hundred Thousand Dollars ($500,000). The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation acquisition of the Termination Payment, in whole or in part, the Defaulting Party shall, business(es) of PACE by Employee shall close within five (5) Business Days months of receipt determination of fair market value. The purchase price, at Employee's option, may be paid in part with stock of Employer owned by Employee. The Five (5) Year Put Option (as defined in the Stock Purchase Agreement) shall accelerate and be immediately exercisable as of the Non-Defaulting Party’s calculation closing of such acquisition by Employee, and Employee shall have the right to either exercise the Five (5) Year Put Option at an exercise price equal to 105 percent of the Termination Payment, provide to the Non-Defaulting Party present value thereof (determined using net present value using a detailed written explanation discount rate of the basis for eight percent (8%)) or retain such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteenshares.

Early Termination. This Charter shall terminate in accordance with any notice of termination given in accordance with this Section 3.3. This Charter shall also terminate at the time stipulated below for any of the following reasons: (a) If At the option of the Owner, this Charter shall terminate immediately and for as long as an upon written notice to the Charterer if any Event of Default with respect to a Defaulting Party has occurred Loss occurs and is continuing, upon such termination the other Party (“Non-Defaulting Party”) has Charterer shall pay the right to Owner on the earlier of (i) send Notice, designating a day, no earlier than the day receipt of any insurance payable in respect of such Notice is deemed to be received (as provided in Section 21.1) Event of Loss and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between 60 days thereafter, the Parties (except for disputed amounts as provided in Section 9.4), (iii) end Stipulated Loss Value of the Term effective Vessel set forth on Schedule D as of the Early Termination Payment Date preceding the occurrence of such Event of Loss plus any past due Hire, plus the sum of the per diem of the Basic Hire due on the next Payment Date, (iv) collect for each day during the Termination Payment, (v) withhold any payments due period from the next preceding Payment Date to the Defaulting Party under this Agreementdate of such Event of Loss (unless the Event of Loss shall occur on a Payment Date, (vi) suspend performancein which case, and/or (vii) exercise any other right or remedy available at Law or in equity such payment shall be equal to the extent otherwise permitted under this AgreementStipulated Loss Value on such Payment Date plus any Hire due on such Payment Date), in each case, together with interest thereon computed from the date of such Event of Loss to the date of actual payment at a rate per annum equal to the Overdue Rate. If the time of such loss be uncertain, the loss shall be deemed to have occurred as of the time at which communication from the Vessel was last heard. It is expressly understood that the Charterer shall bear all risk of any such loss. (b) In Each of the following events shall be an "Event of Default": (i) the Charterer shall fail to pay the Owner any amounts due and payable hereunder when due; or (ii) the Charterer shall fail to perform any of its obligations under Article 5, Sections 7.3, 10.1, 11.1(a), 11.6, 11.7, 11.8, 12.5, 13.4, or 14.6, Article 15, Section 17.3 or Article 18 hereof or any other obligation as to which the Charterer is specifically accorded elsewhere herein or otherwise any notice and/or grace period in which to perform such obligation or to cure such breach thereof or default therein and such notice shall have been given and/or such grace period shall have expired without cure of such failure; or (iii) any Obligor shall fail to perform any of its obligations hereunder or under any Charter Document (other than those specified in Section 3.3(a) or (b)(i)) which is not cured within the lesser of (A) 10 days or (B) the then remaining term of the Charter Period of the occurrence thereof; or (iv) any representation, warranty or statement made or deemed made by any Obligor in any Charter Document or information furnished by or on behalf of any Obligor in any instrument, certificate or other document delivered by or on behalf of any Obligor shall be untrue in any material respect on the date made or deemed made; or (i) any Obligor shall fail to pay any principal of or premium or interest on any Debt (excluding Debt under this Charter) of such Obligor under which any aggregate amount of at least $1,000,000 is outstanding or committed, when the same becomes due and payable, and such failure shall continue after any applicable grace period; or (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after any applicable grace period, if the effect of early terminationsuch event or condition results in the acceleration of, the Non-Defaulting Party maturity of such Debt; or any such Debt shall calculatebe declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case, prior to the stated maturity thereof; or legal action shall be taken with respect to such other event (including, but not limited to, the commencement of proceedings seeking specific performance or injunctive or other equitable relief); or (vi) any Obligor shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a commercially reasonable mannergeneral assignment for the benefit of creditors; or voluntarily or involuntarily dissolves or is dissolved, or terminates or is terminated; or any proceeding shall be instituted by or against such Person or any of its subsidiaries seeking to adjudicate it a Termination Payment as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the Early Termination Dateactions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or any such Person or any of its subsidiaries shall take any corporate or other organizational action to authorize any of the actions set forth above in this subsection (vi); provided, however, that nothing contained in this Section 3.3(b)(vi) or otherwise shall be deemed to limit, restrict or prohibit Owner in any manner from intervening in any such proceeding described above and enforcing any of its rights and remedies whether under this Charter or any of the Charter Documents, at law, in admiralty or equity or otherwise; or (vii) a judgment or order for the payment of money in the amount of at least $1,000,000 or more shall be rendered against any Obligor and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (viii) any provision of this Charter or any Charter Document shall at any time for any reason cease to be valid and binding on any Obligor, or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by any Obligor, or any Obligor shall deny that it has any or further liability or obligation under this Charter or any Charter Document; or (ix) failure of any Obligor to comply with, or to incur any liability, whether fixed or contingent, under or pursuant to, any statute, law, regulation or other governmental requirement to which such Obligor is subject, including but not limited to ERISA, the Oil Pollution Act of 1990 ("OPA") and any other environmental, health or safety law or regulation, in each case, which might reasonably be expected to have a material adverse effect on the condition (financial and otherwise), business prospects or the ability of such Obligor to perform its obligations under the Charter Documents; or (x) any Lien securing the Obligations shall fail to be perfected, valid or enforceable, or any material adverse effect shall occur respecting the value or suitability as collateral of any property encumbered by such Lien (unless the Charterer shall have provided Substitute Collateral in accordance with Section 12.5(c)), including, without limitation, any levy, attachment or seizure thereof or, subject to Section 12.5, the Lien securing the Obligations under the Mortgage shall fail to be (A) at least a second priority preferred ship mortgage (subject only to the First Mortgage (as defined in the Mortgage) at any time on or before December 31, 1997 or (B) a first priority preferred ship mortgage at any time after December 31, 1997; or (xi) the Upgrade Completion shall not occur on or before the date that if is 150 calendar days after the date the Vessel shall have been delivered to the Shipyard in connection with the Upgrade Program; or (xii) an Upgrade Default shall occur and be continuing; or (xiii) existing Drilling Contracts on the property subject to the Mortgage or the Additional Collateral, as applicable, fail to terminate on or before the earlier of (A) June 30, 1996 or (B) the occurrence of an Event of Loss; or (xiv) an Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead under any of the Settlement Amount. The Non-Defaulting Party Safe Harbor Lease Documents shall not have to enter into occur or the Charterer or any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party member of the amount of Charterer Group shall fail to pay any tax indemnification payment under the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveSafe Harbor Lease Documents when due. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (ai) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify General Motors Acceptance Corporation ("GMAC") of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in this Agreement, upon (A) the occurrence of a Designated Event (as defined in the Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC dated as of the date hereof (the "TRIPARTY AGREEMENT")), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred, then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and for (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as long as an defined in the Triparty Agreement), if any, (x) the Event of Default with respect to a Defaulting Party has occurred and is continuingor Termination Event, the other Party (“Non-Defaulting Party”) has the right to (i) send Noticeif any, designating a day, no earlier than the day constituting such Notice is Designated Event shall be deemed to be received cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. As of the Assignment Date (as defined in the Triparty Agreement) the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days of the Assignment Date and the Credit Support Document of the Counterparty's Credit Support Provider and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (by or on behalf of the Counterparty shall terminate as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination the Assignment Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), . (iii) end Section 6(b) is hereby amended by deleting the Term effective as of heading to such section and replacing it with the following words: "Early Termination Date, Following Termination Event." (iv) collect Section 6(b)(ii) is hereby deleted and the Termination Paymentfollowing shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (vand the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any loss, excluding immaterial, incidental expenses) withhold any payments due to transfer prior to the Defaulting Party 20th day following the notice given pursuant to Section 6(b)(i) (the "TRANSFER CUT-OFF DATE"), all of its rights and obligations under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right Agreement in respect of Affected Transactions to another of its offices or remedy available at Law affiliates or in equity third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will give notice to the extent otherwise permitted Trust to that effect prior to the Transfer Cut-Off Date. Any such transfer under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the Trust, which consent will not be withheld if the Trust's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be refused if it is pursuant to the Triparty Agreement. (b2) In No transfer or substitution pursuant to this Section 6(b)(ii) shall occur if (x) then the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as current ratings of the Early Termination Date; provided Class A Notes or the Certificates by ▇▇▇▇▇'▇ Investors Service ("Moody's") or Standard & Poor's Rating Services ("S&P") would be reduced or adversely affected or (y) the position of the Trust would otherwise materially be prejudiced under this Agreement or any Confirmation (it being understood that if it shall be the Event responsibility of Default occurs the Trust to verify such matters prior to the Initial Delivery occurrence of such transfer or substitution)" (v) Section 6(b)(iii) shall hereby be amended by replacing the words "within 30 days" with the words "by the Transfer Cut-Off Date (as defined above)." (vi) Section 6(b)(iv) is hereby deleted and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment following shall be resolved inserted in accordance with Article Eighteen.its place:

Early Termination. If a Triggering ----------------- Event (adefined in Section 4.2) If and for as long as an Event of Default occurs with respect to a Defaulting either Party has occurred and is continuingat any time during the term of this Agreement, the other Party (“Non-Defaulting the "Notifying Party”") has the right to may (i) send Noticeupon two (2) Business Days written notice to the first Party, designating a day, no earlier than the day such Notice is deemed to which notice shall be received (as provided in Section 21.1) and given no later than twenty Sixty (2060) days Days after such Notice is deemed to be received (as provided in Section 21.1)the discovery of the occurrence of the Triggering Event, as an early termination establish a date of on which this Agreement will terminate (“"Early Termination Date”), (ii") accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), and (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (vii) withhold any payments due due; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, a Party may at its sole option declare that this Agreement shall terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 9.4. If an Early Termination Date occurs, the Defaulting Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of this Agreement (the "Termination Payment"). The Termination Payment will equal (i) the difference between the value of (a) the remaining term, quantities and prices under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. Agreement had it not been terminated and (b) In the event equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or, at Notifying Party's sole option, which are reasonably expected to be available in the market under a replacement contract for such Agreement; plus (ii) the liquidated value of early terminationany hedge positions pursuant to Exhibit B; and (iii) reasonable transaction associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, the Non-Defaulting Party shall calculateamong other valuations, in a commercially reasonable manner, a Termination Payment as any or all of the Early Termination Date; provided that if settlement prices of NYMEX Gas futures contracts, at the Event applicable delivery point, and/or the Exchange Price, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of Default occurs prior to the Initial Delivery Date remaining term and the Seller is Basis Difference. If the Defaulting Party, then calculation of the Termination Payment will does not result in damages to the Notifying Party, the Termination Payment shall be calculated using the Damage Payment Amount instead of the Settlement Amountzero. The Non-Defaulting Notifying Party shall not have to enter into any transactions to replace give the Agreement Affected Party (defined in order to establish a Settlement Amount. (cSection 4.2) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party written notice of the amount of the Termination Payment and whether Payment, inclusive of a statement showing its determination. The Affected Party shall pay the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Notifying Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of such notice. At the Non-Defaulting Party’s calculation time for payment of the Termination Paymentany amount due under this Article 4, provide each Party shall pay to the Non-Defaulting other Party a detailed written explanation of the basis for all additional amounts payable by its pursuant to this Agreement, but all such dispute. Disputes regarding the amounts shall be netted and aggregated with any Termination Payment shall be resolved in accordance with Article Eighteenpayable hereunder.

Early Termination. (a) If and for as long as an Provided no Event of Default shall have occurred and be continuing, during the Base Term for any Vehicle the Lessee may irrevocably elect to terminate this Lease with respect to a Defaulting Party any Vehicle which it has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed determined to be received economically obsolete or surplus to its requirements on a Rent Payment Date, or, during the final Rent Period of the Base Term, on any Business Day (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1)the date so elected, as an early termination date of this Agreement (“Early Termination Date”)) by providing the Lessor with notice in writing not later than 3:00 p.m., New York time, on the fifth Business Day prior to such Early Termination Date, such notice to include (iia) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (ivb) collect the applicable Termination PaymentValue of the Vehicles as to which the Lease is to be terminated, and (vc) withhold any payments due a certification from a Responsible Officer of the Lessee that such Vehicles are economically obsolete or surplus to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreementits requirements. (b) In The Lessee may irrevocably elect to terminate this Lease with respect to and purchase all, but not less than all, of the event Vehicles effective upon the consummation of early a sale or a merger or consolidation of, or sale of all or substantially all of the assets of, either (i) the business of the Lessee as contemplated by Section 5.4 of the Participation Agreement (the date of such termination, a “Lessee Sale Termination Date”), or (ii) the Non-Defaulting Party shall calculatebusiness of the Guarantor as contemplated by Section 2.9 of the Guaranty (the date of such termination, a “Guarantor Sale Termination Date”, and together with the Lessee Sale Termination Date, each a “Sale Termination Date” ), in the case of either (i) or (ii) by providing the Lessor with a commercially reasonable mannerpreliminary notice in writing not later than 3:00 p.m., New York time, on the third Business Day prior to such Sale Termination Date, such notice to include (a) the proposed Sale Termination Date and (b) a preliminary estimate of the Fair Market Sales Value and the Termination Payment Value as of such date for all the Early Vehicles. In addition, no later than 1:00 p.m., New York time, on the Business Day immediately preceding the Sale Termination Date; provided that if , the Event Lessee shall give written notice to the Lessor which states (a) the Sale Termination Date and (b) the Fair Market Sales Value and the Termination Value as of Default occurs such date for all the Vehicles. On the Sale Termination Date the Lessee shall pay to the Lessor the sum of (i) the higher of the Fair Market Sales Value or the Termination Value for all of the Vehicles, (ii) any Rent due and payable on such Sale Termination Date and (iii) to the extent not theretofore paid, Rent due and payable prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the (but not on) such Sale Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountDate. (c) As soon as practicable after establishing During the Early Termination Date, Renewal Term for any Vehicle the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment Lessee may irrevocably elect to terminate this Lease with respect to any Vehicle on any date during such Renewal Term and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of sell such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten Vehicle (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenSection 13.2) (any date so elected, the “Renewal Sale Date”). The Lessee shall provide notice (a “Renewal Term Sale Notice”) to the Lessor in writing not later than 3:00 p.m., New York time, on the tenth Business Day prior to the last Business Day of each month occurring during the Renewal Term (such date, the “Renewal Settlement Date”), such notice to include (i) the Renewal Settlement Date and (ii) the applicable Termination Value of any Vehicles which have been so sold in the period commencing on the date of the Renewal Term Sale Notice immediately preceding the most recent Renewal Term Sale Notice (or the commencement of the Renewal Term, if no earlier Renewal Term Sale Notice has been given) and ending on the date of the most recent Renewal Term Sale Notice, and as to which the Lease is to be terminated.

Early Termination. (a) If This Agreement may be terminated at any time by the Board of Employer or by Executive, and it shall terminate upon Executive's death or disability. Any termination by the Board of Employer other than termination for cause (as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”defined below) has the shall not prejudice Executive's right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (compensation or other benefits under this Agreement. Except as provided in Section 21.1) and no later than twenty 7, if Executive voluntarily terminates his employment before December 31, 1998 he will be entitled to such payments as he would have the right to receive upon termination for cause under subsection 5.1 (20) days after such Notice is deemed to be received (as provided in Section 21.1b), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In Except as provided in Section 7, if Employer terminates this Agreement without cause, Employer shall pay Executive upon the event effective date of early termination, the Non-Defaulting Party shall calculatesuch termination all salary earned and all reimbursable expenses hereunder incurred through such termination date and, in a commercially reasonable manneraddition, a Termination Payment as liquidated damages in an amount equal to the greater of two years' salary or salary for the then-remaining term of the Early Termination Date; provided that if the Event of Default occurs prior Agreement (without regard to the Initial Delivery Date term) payable hereunder; in such event, all forfeiture provisions regarding the Restricted Stock Award shall lapse. If Employer terminates this Agreement for cause, Employer shall pay Executive upon the effective date of such termination only such salary earned and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amountexpenses reimbursable hereunder incurred through such termination date. The Non-Defaulting Party Executive shall not have no right to enter into receive 5 compensation or other benefits for any transactions to replace the Agreement in order to establish a Settlement Amountperiod after termination for cause. (c) As soon as practicable after establishing the Early Termination DateFor purposes of this Agreement, the Non-Defaulting Party term "cause" shall Notify mean willful misfeasance or gross negligence in the Defaulting Party performance of his duties, conduct demonstrably and significantly harmful to Employer (including willful violation of any final cease and desist order applicable to Employer or a financial institution subsidiary), or conviction of a felony. For purposes of this Agreement, "disability" shall mean a medically reimbursable physical or mental impairment that may be expected to result in death, or to be of long, continued duration, and that renders Executive incapable of performing the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Partyduties required under this Agreement. The Notice will include Board or the Committee, acting in good faith, shall make the final determination of whether Executive is suffering under any disability as herein defined and, for purposes of making such determination, may require Executive to submit himself to a written statement explaining in reasonable detail the calculation of such amount physical examination by a physician mutually agreed upon by Executive and the sources for such calculation. The Party that owes Board or the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveCommittee at Employer's expense. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. The following shall be grounds for termination of this Agreement prior to the conclusion of the Term, including, without limitation, prior to the Effective Date, and all of the currently effective Transaction Agreements then currently effective: (a) If Either Party may terminate this Agreement and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the then currently effective Transaction Agreements if the other Party (“Non-Defaulting Party”) has the right fails to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date make payment of any undisputed amounts due under any provision of this Agreement (“Early Termination Date”)and currently effective Transaction Agreements, (ii) accelerate all amounts owing between the Parties (except which failure continues for disputed amounts as provided in Section 9.4), (iii) end the Term effective as a period of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of after receipt of written notice of such nonpayment. (b) Either Party may terminate this Agreement and the Nonthen currently effective Transaction Agreements if any representation or warranty made by the other Party in this Agreement shall prove to have been false or misleading in any material respect when made or deemed to be repeated. (c) Either Party may terminate this Agreement and the then currently effective Transaction Agreements if the other Party fails to comply substantially with any material provision of this Agreement or any then currently effective Transaction Agreements, which failure continues for a period of five (5) Business Days after delivery of written notice of such noncompliance. (d) Either Party may terminate this Agreement and the then currently effective Transaction Agreements if the other Party shall: (i) make an assignment or any general arrangement for the benefit of creditors, (ii) file a petition or otherwise commence, authorize or acquiesce in the commencement of a proceeding or case under any bankruptcy or similar law for the protection of creditors, or have such petition filed against it and such proceeding remains undismissed for sixty (60) days, (iii) otherwise become bankrupt or insolvent (however evidenced), or (iv) be unable to pay its debts as they fall due. (e) Either Party (the "Notifying Party"), upon the occurrence of a Material Adverse Change of the other Party (the "Affected Party"), may terminate this Agreement and the then currently effective Transaction Agreements. For purposes of this section, a "Material Adverse Change" means (i) if the Affected Party or its parent corporation shall have long-Defaulting term debt unsupported by third party credit enhancement that is rated by Standard & Poor's Corporation at BB+ or below or by Moody's at Ba1 or below or (ii) if the Affected Party or its parent corporation shall have defaulted on any debt obligations in aggregate of more than $50 million; provided, such Material Adverse Change shall not be considered if the Affected Party establishes and maintains throughout the Term hereof a Letter of Credit (naming the other Party as the beneficiary) ("Letter of Credit") in an amount equal to the sum (in each case rounding upwards for any fractional amount to the next $100,000) of (a) the Notifying Party’s calculation 's Termination Payment plus (b) if the Notifying Party is the Seller, the aggregate of the amounts Seller is entitled to receive under this Agreement for Gas Scheduled during the sixty (60) day period preceding the Material Adverse Change (the amount of said Letter of Credit to be adjusted quarterly to reflect amounts owing at that point in time. (f) Buyer may terminate this Agreement and the then currently effective Transaction Agreements upon a breach of the Parent Guaranty. (g) Buyer may terminate this Agreement and any of the then currently effective Transaction Agreements if any regulatory body or Governmental Authority having jurisdiction prohibits any of the transactions described in this Agreement or any of the currently effective Transaction Agreements or otherwise materially conditions such transactions, including pursuant to Section 9-220 of the Illinois Public Utilities Act, in a form that is unacceptable in the sole judgment of Buyer. Buyer shall be obligated to pay Seller the Termination Payment. For purposes of calculating any Termination Payment required by this Section 14.1(g), provide Seller shall be deemed to be the "terminating Party" as such term is used in Section 14.3. (h) Buyer may terminate this Agreement and any of the then currently effective Transaction Agreements if Seller fails to take the steps necessary to become a replacement shipper under the Gas Transportation Contracts, as required by Section 6.1. There shall be no Termination Payment associated with termination pursuant to this Section 14.1(h). (i) Buyer may terminate this Agreement or any of the then currently effective Transaction Agreements in accordance with Section 11.4. There shall be no Termination Payment associated with termination pursuant to this Section 14.1(i). (j) Seller may terminate this Agreement and the then currently effective Transaction Agreements if a court or agency of any Governmental Authority with jurisdiction determines that Seller is subject to the Non-Defaulting Party a detailed written explanation jurisdiction of the basis Illinois Commerce Commission during the Term as a result of the execution, delivery or performance of this Agreement. Seller shall be obligated to pay Buyer the Termination Payment. For purposes of calculating any Termination Payment required by this Section 14.1(j), Buyer shall be deemed to be the "terminating Party" as such term is used in Section 14.3. (k) Either Party may terminate this Agreement and any then currently effective Transaction Agreements if the Gas Purchase and Agency Agreement dated September 16, 1999, by and between North Shore Gas Company and Enron North America Corp. is terminated for any reason. The Party causing the default under such dispute. Disputes regarding terminated contract will be responsible for paying the Termination Payment shall be resolved in accordance with Article Eighteenunder this Agreement.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.122.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.122.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.410.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Non- Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Non- Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenNineteen.

Early Termination. (a) If and for as So long as an no Default or Event of Default with respect to a Defaulting Party has shall have occurred and is be continuing, the other Party Lessee may, upon not less than 180 days' prior written notice to the Owner Trustee (“Non-Defaulting Party”) has which notice shall not be revocable without the right to (i) send Notice, designating a day, no earlier than consent of the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1Owner Participant), as an early termination terminate this Lease on or after the seventh anniversary of the Closing Date (or, if earlier, the date of this Agreement (“Early Termination Date”), referred to in clause (ii) accelerate all amounts owing between of the Parties (except for disputed amounts as provided in second paragraph of Section 9.48(d), (iii) end the Term effective or as of any succeeding Rent Payment Date if the Early Facility, in the good faith judgment of the Lessee as determined by the Board of Directors, shall have become uneconomic, obsolete or surplus to the needs of the Lessee so as to be no longer useful in the conduct of Lessee's business. Such written notice shall designate the date on which termination is to become effective, which shall be a date set forth on Schedule 3 hereto (the "Termination Date") and shall be accompanied by a certified copy of the resolutions of the Board of Directors making such determination and by an Officer's Certificate of the Lessee setting forth the determination that the Facility has become uneconomic, (iv) collect the Termination Payment, (v) withhold any payments due obsolete or surplus to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event needs of early termination, the Non-Defaulting Party shall calculate, in Lessee and a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such disputedetermination. Disputes regarding For the purposes of this Section 13(d), interest rates payable by the Lessee on its indebtedness for borrowed money or finance charges payable by the Lessee in connection with the acquisition of its equipment under conditional sale contracts, leases or other arrangements for deferred payment shall be disregarded in the determination of any right of termination provided herein. Following the giving of such notice, the Lessee, as agent for the Owner Trustee, shall dispose of the Facility and transfer all of the Owner Trustee's right, title and interest in and to the Site Lease on the Termination Payment Date for the best price obtainable unless the Owner Participant shall be resolved notify the Lessee that it elects to retain ownership of the Facility in accordance with Article Eighteenand to the extent permitted by the last paragraph of this Section 13(d), provided that no such disposition shall be to the Lessee or any Affiliate of the Lessee. The Lessee shall certify to the Owner Trustee in writing the amount of each bid so received and the name and address of the party submitting such bid promptly upon receipt thereof. The Owner Trustee may obtain bids, but shall be under no duty to solicit bids, inquire into the efforts of the Lessee to obtain bids or otherwise take any action in connection with arranging such dispositions. Prior to such disposition and after such termination, the Facility shall not be used by the Lessee or any Affiliate of the Lessee.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation Notice of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. On any Basic Payment Date on or after the fifth annual anniversary of the Acceptance Date, Lessee may terminate this Agreement as to all but not less than all of the Properties upon satisfaction of the following conditions: (ai) If and for as long as an on such designated early termination date, no Default or Event of Default with respect to a Defaulting Party has shall have occurred and is be continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties President, any Vice President, the Treasurer, the Chief Financial Officer or any other officer reasonably suitable to Lessor shall have delivered to Lessor a certificate (except for disputed amounts as provided in Section 9.4)form and substance reasonably satisfactory to Lessor) certifying that the Properties are obsolete or surplus to the needs of Lessee, (iii) end Lessee shall arrange for the Term effective as purchase of the Early Termination DateProperties by one or more Third Party Purchasers, (iv) collect on such designated early termination date, Lessor shall receive: from (A) each appropriate Third Party Purchaser, the Termination Paymentpreviously agreed upon purchase price, (B) Lessee, an amount by which the greater of Casualty Loss Value or Fair Market Sales Value for each individual Property exceeds the purchase price for such individual Property and (C) Lessee, all Basic Payments and Supplemental Payments then due and owing or accrued, (v) withhold any payments due to Lessee shall pay all Sales Expenses in connection with such sale of the Defaulting Party under this Agreement, Properties and (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity Lessee shall surrender each Property to the appropriate Third Party Purchaser and deliver to such Third Party Purchaser the various permits, certificates, licenses, documents and other items, all in accordance with the provisions of Section 6 hereof as if such Third Party Purchaser were Lessor. To the extent otherwise permitted under this Agreement. the purchase price specified in Section (bb)(iv)(A) In hereof for any Property exceeds the event Casualty Loss Value for such Property on such date, Lessor shall retain the excess. Upon Lessor's receipt and verification of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as payment of the Early Termination Date; provided that if the Event above-referenced amounts, Lessor shall, at Lessee's cost and expense, execute and deliver special warranty deeds and special warranty bills of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Partysale, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement as appropriate, in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed convey to the Nonapplicable Third Party Purchaser the Property or Properties purchased by such entity on an as-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation is, where-is and with all faults basis, without recourse or representation or warranty of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment any kind except as to the other Party within ten (10) Business Days after such Notice is effectiveabsence of Liens created by or through Lessor. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. An “Assignment Early Termination Date” will occur under the following circumstances and as of the dates specified below:‌ i. the assignment of the Gas Supply Contract by any party thereto, which Assignment Early Termination Date shall occur immediately as of the time of such assignment; ii. the suspension, expiration, or termination of performance under the Upstream Supply Contract for any reason other than the occurrence of Force Majeure under and as defined in the Upstream Supply Contract, which Assignment Early Termination Date shall occur immediately as of the time of Upstream Supplier’s last performance under the Upstream Supply Contract following such suspension, expiration, or termination; iii. termination or suspension of deliveries for any reason other than force majeure under any of the Gas Contracts, which Assignment Early Termination Date shall occur immediately as of the time of the last deliveries under the relevant contract following such suspension or termination; iv. the election of ▇. ▇▇▇▇ in its sole discretion to declare an Assignment Early Termination Date as a result of (A) any event or circumstance that would give either Participant or Upstream Supplier the right to terminate or suspend performance under the Upstream Supply Contract (regardless of whether Participant or Upstream Supplier exercises such right) or (B) the execution of an amendment, waiver, supplement, modification or other change to the Upstream Supply Contract that adversely affects the Assigned Rights and Obligations or ▇. ▇▇▇▇’▇ rights or obligations under this Agreement (provided that ▇. ▇▇▇▇ shall not have a right to terminate under this clause (B) to the extent that ▇. ▇▇▇▇ (I) receives prior notice of such change and (II) provides its written consent thereto), which Assignment Early Termination Date shall occur upon the date set forth in a written notice of such election delivered by ▇. ▇▇▇▇ to Participant and Upstream Supplier; v. the election of Upstream Supplier in its sole discretion to declare an Assignment Early Termination Date if ▇. ▇▇▇▇ fails to pay when due any amounts owed to Upstream Supplier in respect of any Delivered Gas Payment Obligation and such failure continues for five Business Days following receipt by ▇. ▇▇▇▇ of written notice thereof, which Assignment Early Termination Date shall occur upon the date set forth in a written notice of such election delivered by Upstream Supplier to ▇. ▇▇▇▇ and Participant; or vi. the election of Upstream Supplier in its sole discretion to declare an Assignment Early Termination Date if either (a) If and for as long as an Event of Default involuntary case or other proceeding is commenced against ▇. ▇▇▇▇ seeking liquidation, reorganization or other relief with respect to it or its debts under any applicable Federal or State bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar law now or hereafter in effect or seeking the appointment of a Defaulting Party has occurred custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of it or any substantial part of its property, and is continuingsuch involuntary case or other proceeding shall remain undismissed and unstayed, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as or an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as order or decree approving or ordering any of the Early Termination Dateforegoing is entered and continued unstayed and in effect, (iv) collect the Termination Paymentin any such event, (v) withhold any payments due to the Defaulting Party under this Agreementfor a period of 60 days, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In ▇. ▇▇▇▇ commences a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar law or any other case or proceeding to be adjudicated as bankrupt or insolvent, or ▇. ▇▇▇▇ consents to the event entry of early terminationa decree or order for relief in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the Non-Defaulting Party shall calculatecommencement of any bankruptcy or insolvency case or proceeding against it, files a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or consents to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of ▇. ▇▇▇▇ or any substantial part of its property, or makes an assignment for the benefit of creditors, or admits in a commercially reasonable mannerwriting its inability to pay its debts generally as they become due, a Termination Payment as of the which Assignment Early Termination Date; provided that if Date shall occur immediately on the Event date of Default occurs prior Upstream Supplier’s delivery of notice of its election to the Initial Delivery Date ▇. ▇▇▇▇ and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountParticipant. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (i) Notwithstanding (a) If and for as long as an Event of Default with respect above, subject to a Defaulting Party has occurred and is continuingthe provisions set forth below, either party may terminate this Agreement without cause at any time by giving the other Party party at least ninety (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (2090) days after prior written notice of such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement.termination: (bA) In the event of early terminationValleylab desires to terminate this Agreement, MAI shall, at MAI's election, either (i) return to Valleylab all Equipment, with all costs associated with such return (including but not limited to freight, carriage and insurance) to be paid by Valleylab, or (ii) purchase and take title to all Equipment at a price equal to the Non-Defaulting Party Depreciated Asset Value thereof. MAI shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs provide Valleylab written notice at least fifteen (15) days prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead expiration of the Settlement Amount. The Nonabove-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountreferenced ninety (90) day period informing Valleylab of its election hereunder. (cB) As soon as practicable after establishing In the Early Termination Dateevent MAI desires to terminate this Agreement, Valleylab shall, at Valleylab's election, either (i) obtain return of all Equipment, with all costs associated with such return (including but not limited to freight, carriage and insurance) to be paid by MAI, and payment by MAI to Valleylab of an amount equal to the Non-Defaulting Party difference between the Depreciated Asset Value of such Equipment and Valleylab's original cost thereof or (ii) require MAI hereunder to purchase and take title to the Equipment at the aggregate Transfer Invoice Prices for such Equipment. Valleylab shall Notify provide MAI written notice at least fifteen (15) days prior to the Defaulting Party expiration of the amount above-referenced ninety (90) day period informing MAI of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveits election hereunder. (dii) If In the Defaulting Party disputes the Non-Defaulting Party’s calculation event that Valleylab and MAI mutually agree to terminate this Agreement pursuant to this subsection (b), MAI shall either (a) return to Valleylab all (or any part) of the Termination PaymentEquipment, in whole with all costs associated with such return (including but not limited to freight, carriage and insurance) to be paid equally by Valleylab and MAI, or in part(b) purchase and take title to all (or, if some Equipment are returned to Valleylab pursuant to the preceding clause, the Defaulting Party shall, within five (5remainder) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide Equipment at a purchase price equal to the Non-Defaulting Party a detailed written explanation lessor of (1)1.6 times the basis aggregate Depreciated Asset Value of such purchased Equipment or (2) the aggregate Transfer Invoice Prices for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenEquipment less twenty percent (20%) of such amount.

Early Termination. 55.1. Notice requiring the early termination of this Contract and the dissolution of the Joint Venture Company (ahereinafter referred to as the “Termination Notice”) If may be served in the following cases: (i) by any Party if the accumulated losses of the Joint Venture Company exceed two thirds (2/3) of its Registered Capital or the Joint Venture Company is suffering heavy losses that the Board of Directors believes cannot be recovered; such notice shall only be valid if served no later than three (3) months after the date of the Board meeting convened to approve accounts showing such losses; (ii) by a Party not affected by a Force Majeure event, as defined in Article 62; (iii) by any Party if any permit or authorisation required by PRC laws and regulations for as long as an Event the performance of Default this Contract is not obtained or is withdrawn or modified or is not renewed at any time within the duration of the Joint Venture Company; (iv) by any Party if all or a material portion of assets or property of that Party or the Joint Venture Company in PRC are expropriated or requisitioned; (v) by any Party in case of a Deadlock situation and no solution can be reached in accordance with respect Article 30; (vi) by any Party entitled to a Defaulting Party has occurred and is continuing, do so under Article 60.3 if the other Party is in Material Breach as defined in Article 60.2 and has failed to remedy the same following the receipt of a Notice of Material Breach; (“Non-Defaulting vii) by any Party if the other Party transfers its interest in the Joint Venture Contract in violation of this Contract; (viii) by Party A if the Joint Venture Company fails to perform its obligations set under Article 15.1, section 6 and the relevant service agreement. by Party B if the Joint Venture Company fails to perform its obligations set under Article 15.2, section 3 and the relevant service agreement. 55.2. With respect to circumstances contemplated in Articles 55.1 (ii), (vi) and (vii), in case a Party sends a Termination Notice to the other Party”) has , the right to (i) send NoticeParty sending the Termination Notice shall have the option, designating a day, no earlier than the day such Notice is deemed to be received (exercised no later than at the meeting of the Board of Directors as provided in Section 21.1) and no later than twenty Article 55.3 below, to purchase (20) days after such Notice is deemed or cause a third party of its choice to be received (as provided in Section 21.1purchase), as an early termination date and the other Party shall have the obligation to sell, all of this Agreement the other Party’s interest in the Registered Capital of the Joint Venture Company. With respect to circumstances contemplated in Articles 55.1 (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4i), (iii) end the Term effective as of the Early Termination Date), (iv) collect the Termination Payment, and (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate), in case a commercially reasonable manner, Party sends a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party, the Party within ten receiving the Termination Notice shall have the option, to be exercised no later than at the meeting of the Board of Directors as provided in Article 55.3 below, to purchase (10) Business Days after such Notice is effective. (d) If or cause a third party of its choice to purchase), and the Defaulting other Party disputes shall have the Non-Defaulting obligation to sell, all of the other Party’s calculation interest in the Registered Capital of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenJoint Venture Company.

Early Termination. The following shall be grounds for termination of this Agreement prior to the conclusion of the Term, including, without limitation, prior to the Effective Date, and all of the currently effective Transaction Agreements then currently effective: (a) If Either Party may terminate this Agreement and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the then currently effective Transaction Agreements if the other Party (“Non-Defaulting Party”) has the right fails to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date make payment of any undisputed amounts due under any provision of this Agreement (“Early Termination Date”)and currently effective Transaction Agreements, (ii) accelerate all amounts owing between the Parties (except which failure continues for disputed amounts as provided in Section 9.4), (iii) end the Term effective as a period of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of after receipt of written notice of such nonpayment. (b) Either Party may terminate this Agreement and the Nonthen currently effective Transaction Agreements if any representation or warranty made by the other Party in this Agreement shall prove to have been false or misleading in any material respect when made or deemed to be repeated. (c) Either Party may terminate this Agreement and the then currently effective Transaction Agreements if the other Party fails to comply substantially with any material provision of this Agreement or any then currently effective Transaction Agreements, which failure continues for a period of five (5) Business Days after delivery of written notice of such noncompliance. (d) Either Party may terminate this Agreement and the then currently effective Transaction Agreements if the other Party shall: (i) make an assignment or any general arrangement for the benefit of creditors, (ii) file a petition or otherwise commence, authorize or acquiesce in the commencement of a proceeding or case under any bankruptcy or similar law for the protection of creditors, or have such petition filed against it and such proceeding remains undismissed for sixty (60) days, (iii) otherwise become bankrupt or insolvent (however evidenced), or (iv) be unable to pay its debts as they fall due. (e) Either Party (the "Notifying Party"), upon the occurrence of a Material Adverse Change of the other Party (the "Affected Party"), may terminate this Agreement and the then currently effective Transaction Agreements. For purposes of this section, a "Material Adverse Change" means (i) if the Affected Party or its parent corporation shall have long-Defaulting term debt unsupported by third party credit enhancement that is rated by Standard & Poor's Corporation at BB+ or below or by ▇▇▇▇▇'▇ at Ba1 or below or (ii) if the Affected Party or its parent corporation shall have defaulted on any debt obligations in aggregate of more than $50 million; provided, such Material Adverse Change shall not be considered if the Affected Party establishes and maintains throughout the Term hereof a Letter of Credit (naming the other Party as the beneficiary) ("Letter of Credit") in an amount equal to the sum (in each case rounding upwards for any fractional amount to the next $100,000) of (a) the Notifying Party’s calculation 's Termination Payment plus (b) if the Notifying Party is the Seller, the aggregate of the amounts Seller is entitled to receive under this Agreement for Gas Scheduled during the sixty (60) day period preceding the Material Adverse Change (the amount of said Letter of Credit to be adjusted quarterly to reflect amounts owing at that point in time. (f) Buyer may terminate this Agreement and the then currently effective Transaction Agreements upon a breach of the Parent Guaranty. (g) Buyer may terminate this Agreement and any of the then currently effective Transaction Agreements if any regulatory body or Governmental Authority having jurisdiction prohibits any of the transactions described in this Agreement or any of the currently effective Transaction Agreements or otherwise materially conditions such transactions, including pursuant to Section 9-220 of the Illinois Public Utilities Act, in a form that is unacceptable in the sole judgment of Buyer. Buyer shall be obligated to pay Seller the Termination Payment. For purposes of calculating any Termination Payment required by this Section 14.1(g), provide Seller shall be deemed to be the "terminating Party" as such term is used in Section 14.3. (h) Buyer may terminate this Agreement and any of the then currently effective Transaction Agreements if Seller fails to take the steps necessary to become a replacement shipper under the Gas Transportation Contracts, as required by Section 6.1. There shall be no Termination Payment associated with termination pursuant to this Section 14.1(h). (i) Buyer may terminate this Agreement or any of the then currently effective Transaction Agreements in accordance with Section 11.4. There shall be no Termination Payment associated with termination pursuant to this Section 14.1(i). (j) Seller may terminate this Agreement and the then currently effective Transaction Agreements if a court or agency of any Governmental Authority with jurisdiction determines that Seller is subject to the Non-Defaulting Party a detailed written explanation jurisdiction of the basis Illinois Commerce Commission during the Term as a result of the execution, delivery or performance of this Agreement. Seller shall be obligated to pay Buyer the Termination Payment. For purposes of calculating any Termination Payment required by this Section 14.1(j), Buyer shall be deemed to be the "terminating Party" as such term is used in Section 14.3. (k) Either Party may terminate this Agreement and any then currently effective Transaction Agreements if the Gas Purchase and Agency Agreement dated September 16, 1999, by and between North Shore Gas Company and Enron North America Corp. is terminated for any reason. The Party causing the default under such dispute. Disputes regarding terminated contract will be responsible for paying the Termination Payment shall be resolved in accordance with Article Eighteenunder this Agreement.

Early Termination. (a) If Notwithstanding anything herein to the contrary, and for in accordance with the terms of this Section 9.04, either Sunstone or the Trust may terminate the Agreement as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, date other than the end of a term by giving the other Party party a written notice specifying the date of such termination which shall be not less than one hundred twenty (“Non-Defaulting Party”120) has days after the right to (i) send Notice, designating a day, no earlier than the day such Notice date notice is deemed given in accordance with Section 10. 01. If the Trust replaces Sunstone as the transfer agent for the Funds for any reason other than upon the expiration of the Initial Term or any successive twelve-month term, or if a third party is added to be received perform all or part of the Services provided by Sunstone under this Agreement (excluding any sub-transfer agent appointed by Sunstone as provided in Section 21.1) 2.02 hereof), then the Trust shall pay to Sunstone as liquidated damages an amount equal to the balance of account fees, transaction fees and no later than twenty (20) days after such Notice servicing fees that would otherwise have been due Sunstone for the remainder of the term of this Agreement, had it not been terminated. For purposes of calculating the payment of account and servicing fees, the parties shall assume that the number of Shareholder accounts will remain constant for the balance of the contract term. For purposes of calculating the payment of transaction fees, the parties shall assume usage per month for the remaining months in the contract term based on an average of the prior twelve months' usage. This liquidated damages provision shall also apply in the event the Trust is deemed merged into another legal entity in part or in whole pursuant to any form of business reorganization or is liquidated in part or in whole prior to the expiration of the Initial Term or any subsequent term of this Agreement, and Sunstone is not retained to provide transfer agency services. The parties acknowledge and agree that, in the event Sunstone ceases to be received retained as set forth above, (as provided in Section 21.1)i) determination of actual damages incurred by Sunstone would be extremely difficult, as an early termination date of this Agreement (“Early Termination Date”), and (ii) accelerate all amounts owing between the Parties (except liquidated damages provision contained herein is intended to adequately compensate Sunstone for disputed amounts as provided in Section 9.4), (iii) end damages incurred and is not intended to constitute any form of penalty. Any such payment shall be due and payable on or before the Term effective as of day the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable mannerAgreement terminates, a Termination Payment third party is added, or Trust is merged or liquidated, as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountapplicable. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. Provided that Tenant is not in default in the performance of any of its obligations hereunder on the date that Tenant delivers the Early Termination Notice and on the Early Termination Date (each, as hereinafter defined), Tenant shall have the option to terminate this Lease (“Termination Option”) effective as of the last day of the third (3rd) lease year of the Term, subject to and upon the following terms and conditions: (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, Tenant shall give Landlord prior written notice (the other Party (“Non-Defaulting PartyEarly Termination Notice”) has the right of its intention to exercise its Termination Option not more than 540 days and not less than two-hundred seventy (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20270) days after prior to the last day of the third (3rd) lease year of the Term. If such Notice Termination Option is deemed to be received exercised, this Lease shall terminate as of the last day of the third (as provided in Section 21.1), as an early termination date 3rd) lease year of this Agreement the term (the “Early Termination Date”). In the event that Tenant fails to deliver the Early Termination Notice to Landlord within the time periods prescribed by this subparagraph, then Tenant shall be deemed to have irrevocably waived the Termination Option and, in such event, Tenant’s Termination Option shall be null and void and Tenant shall have no further right to terminate the Lease pursuant to this Section. (b) Within thirty (30) days after delivery of the Early Termination Notice, Tenant shall pay Landlord a fee (the “Early Termination Fee”) as consideration for its exercise of the Tenant’s Termination Option, which early termination fee shall equal the sum of (A) three (3) months rent of the Annual Base Rent which otherwise would have been payable for the third (3rd) lease year of the term (i.e., Eighty-Three Thousand Two Hundred Seventy-Three Dollars and Thirteen Cents ($83,273.13) based on 18,005 rentable square feet), plus (B) the unamortized portion of the following costs: (i) the cost of the Tenant’s Improvements; and (ii) accelerate all amounts owing between commissions paid by Landlord to any broker(s) in connection with this Lease (collectively, the Parties “Amortized Costs”). For purposes of this Lease, the Amortized Costs shall be amortized on a straight-line basis over the initial term of the Lease at an interest rate of ten percent (except 10%) per annum. The Early Termination Fee shall be paid by Tenant to Landlord via certified check or by wire transfer of immediately available funds to an account designated by Landlord. In the event that Tenant delivers the Early Termination Notice but Tenant fails to deliver the Early Termination Fee within the time periods prescribed hereby, then, at Landlord’s option, the Early Termination Notice shall be null and void and this Lease shall continue in full force and effect as if Tenant had not delivered the Early Termination Notice. (c) Notwithstanding Tenant’s delivery of the Early Termination Notice and payment of the Early Termination Fee, Tenant shall continue to pay all Annual Base Rent and Additional Rent through the Early Termination Date. Tenant acknowledges that the Early Termination Fee is consideration for disputed amounts as provided in Section 9.4)Tenant’s exercise of the Termination Option and, (iii) end therefore, shall not be credited against the Term effective Annual Base Rent and Additional Rent due through the Early Termination Date. The Annual Base Rent and all Additional Rent shall be apportioned as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (bd) Tenant shall surrender vacant possession of the Demised Premises on or prior to the Early Termination Date. In the event of early terminationTenant exercises its Termination Option, the Non-Defaulting Party this Lease shall calculate, in a commercially reasonable manner, a Termination Payment terminate as of the Early Termination Date; provided that Date as if the Event Early Termination Date were the date originally stipulated for the expiration of Default occurs the Term, provided, however, that nothing herein shall relieve Tenant of any obligations which accrued hereunder prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as an no Incipient Default or Event of Default shall exist, on any scheduled Payment Date (the "Early Termination Date"), if any Lessee (I) has made a good faith determination that any Unit leased by such Lessee should be replaced or removed from this Lease for operational reasons (as evidenced by a resolution of the Board of Directors of such Lessee) or (II) pursuant to Section IV(f)(v) of the Parent Guaranty, has elected to apply Net Cash Proceeds to a purchase of a Unit or Units selected by Lessor and the Certificate Purchasers in their sole discretion, upon at least 30 days' advance written notice to Lessor and the Certificate Purchasers, such Lessee may: (i) purchase such Unit for a purchase price equal to the Casualty Amount of such Unit; or in the case of clause (I) above only (ii) replace such Unit pursuant to the following provisions of this Section 11.5. If such Lessee has elected to pay the Casualty Amount pursuant to clause (i) above, Lessees shall continue to make all payments of Rent with respect to a Defaulting Party has occurred such Unit due under this Lease until and is continuing, including the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”. Upon payment of the Casualty Amount in respect of such Unit on such Early Termination Date, (x) the remaining scheduled payments of Capital Rent shall be proportionately reduced by an amount equal to the product of the scheduled amount of such Capital Rent payment (determined in each case prior to the receipt of such Casualty Amount), (ii) accelerate all amounts owing between multiplied by the Parties (except for disputed amounts as provided Unit Value Fraction of such Unit and the Lease Balance shall be appropriately adjusted to reflect such reduction in Section 9.4), (iii) end the Term effective as remaining scheduled payments of Capital Rent. If any Lessee has given notice that it intends to replace such Unit on or before the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due then such Lessee shall make subject to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable mannerLease, a Termination Payment replacement for such Unit meeting the suitability standards hereinafter set forth. To be suitable as a replacement Unit, an item must be of the Early Termination Date; provided same general type, year of construction (or a later year of construction), function, utility, state of repair and operating condition (immediately preceding such termination assuming that if such Unit had been maintained in accordance with the Event terms of Default occurs prior Section 5.3) as the Unit being replaced, must have a Fair Market Value of not less than the Fair Market Value (immediately preceding such replacement assuming that such Unit had been maintained in accordance with the terms of Section 5.3) of the Unit being replaced and be free and clear of any Liens other than Permitted Liens. Such Lessee shall cause a B▇▇▇ of Sale and an Acceptance Certificate to the Initial Delivery Date be executed and delivered to Lessor and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement Certificate Purchasers in order to establish a Settlement Amount. subject such replacement item to this Lease, and upon such execution and delivery and the receipt by Lessor and the Certificate Purchasers of (ci) As soon as practicable after establishing evidence reasonably satisfactory to them of such Lessee's compliance with the Early Termination Dateinsurance provisions of Section 6.2 with respect to such replacement item, and (ii) an opinion of counsel to such Lessee in form and substance reasonably satisfactory to Lessor and the Non-Defaulting Party shall Notify Certificate Purchasers opining, among other things, to the Defaulting Party effect that all appropriate filings, recordings and other acts have been taken to protect the right, title and interest of Lessor, on behalf of the amount Certificate Purchasers, in such replacement item and that no other filing, recording, deposit, or giving of notice with or to any Authority is necessary to protect such right, title and interest in such replacement item, such replacement item shall be deemed a "Unit" for all purposes hereof. Notwithstanding anything contained herein to the contrary, Lessees' right to purchase a Unit pursuant to clause (I) of the Termination Payment and whether first paragraph of this Section 11.5 is limited in the Termination Payment is owed aggregate to the Non-Defaulting Party. The Notice will include Units having a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment Purchase Price equal to the other Party within ten (or less than 10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation % of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis Purchase Price for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteenall Units.

Early Termination. (a) If In addition to applicable termination rights under Sections 7.2 and for 16.1, this Agreement may be terminated prior to the expiration of the Term as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to follows: (i) send NoticeBy Seller if a Large Generator Interconnection Agreement in form and substance satisfactory to Seller, designating a dayin its sole discretion, no earlier than the day is not executed on or before January 2, 20203, provided that in each case Seller shall give Buyer Notice of such Notice is deemed to be received termination within fifteen (as provided in Section 21.115) and no later than twenty (20) days Days after such Notice is deemed to be received date; (as provided ii) By Seller if Buyer has not, on or before May 1, 20203, and at its sole cost and expense, secured adequate transmission access and firm transmission service in Section 21.1), as an early termination date accordance with the requirements of this Agreement and as required for Buyer to accept all Buyer’s Delivered Energy in accordance with this Agreement on terms and conditions satisfactory to Buyer in its sole discretion, provided that in each case Seller shall give Buyer Notice of such termination within fifteen (“Early Termination Date”), (ii15) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), Days after such date; (iii) end By Seller in the Term effective as event that Seller has not obtained the necessary fee, leasehold or other title to or interest in the Site on or before November 20, 202018, provided that Seller shall give Buyer Notice of the Early Termination Date, such termination within fifteen (15) Days after such date; (iv) collect By Seller in the Termination Paymentevent that Seller has not obtained all Governmental Approvals necessary to construct and operate the Project in the manner contemplated by this Agreement, on or before October 20, 202019, provided that Seller shall give Buyer Notice of such termination within fifteen (15) Days after such date; (v) withhold any payments due to By Seller if all approvals of its management and board of directors (or equivalent governing body) required for the Defaulting Party under execution, delivery and performance of this AgreementAgreement have not been granted by May 30, 201821; provided that Seller shall give Buyer Notice of such termination within fifteen (15) Days after such date; (vi) suspend performanceBy Buyer, and/or (vii) exercise any other right or remedy available at Law or in equity if after giving effect to Permitted Extensions and the payment of Daily Delay Damages payments up to the extent otherwise permitted Daily Delay Damages Cap, the Guaranteed Commercial Operation Date has not been obtained on or before August 234trdh, 20214; provided that Buyer shall give Seller Notice of such termination within fifteen (15) Days after such date; (b) Notwithstanding any provision of this Agreement to the contrary, in the event of termination pursuant to this Section 6.1, the Parties shall be released and discharged from any obligations arising or accruing hereunder from and after the date of such termination and shall not incur any additional liability to each other as a result of such termination, provided, however, that such termination shall not discharge or relieve either Party from any obligation that has accrued prior to such termination or any indemnity obligations under ARTICLE 12 or the provisions of ARTICLE 14, which provisions shall survive any termination of this Agreement. (bc) In the event that Buyer has incurred, or caused a third party to incur, unreimbursed Network Upgrade Costs, upon any Seller's termination of early terminationthis Agreement or termination by Buyer, the Non-Defaulting Party Seller shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources reimburse Buyer for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation Network Upgrades Costs incurred by Buyer, or a third party on behalf of the Termination Payment, in whole or in part, the Defaulting Party shallBuyer, within five thirty (530) Business Days days of receipt of Buyer’s invoice therefor, with interest accrued at the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenInterest Rate.

Early Termination. Textron Financial may terminate the term of this Program Agreement prior to its scheduled termination date by giving the Company not less than 10 days’ prior written notice of its intent to so terminate (the date on which the early termination of this Program * Pursuant to 17 CFR 240.24b-2, confidential treatment of the omitted information has been requested and has been filed separately with the Securities and Exchange Commission. Agreement set forth in such notice actually becomes effective is referred to in this paragraph as the “effective early termination date”) as a result of (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuingany default by the Company under this Program Agreement, the other Party (“Non-Defaulting Party”) has Repurchase Agreement, any Credit Enhancement Indemnity, or the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Indemnity Agreement (“Early Termination Date”after the expiration of any applicable cure period), (iib) accelerate all amounts owing between any default by the Parties Guarantor under the Guaranty (except for disputed amounts as provided in Section 9.4)after the expiration of any applicable cure period) or the termination of the continuing nature of the Guaranty by the Guarantor, (iiic) end the Term effective Company’s failure to offer to Dealers or otherwise comply with the interest rate subvention programs described in the Dealer program materials delivered by the Company to Textron Financial and approved by Textron Financial, as contemplated in the first paragraph of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Program Agreement, or (vid) suspend performancethe Company’s exercising its “Carryover Extension of Free Flooring Period” rights which, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event aggregate, are materially in excess of historical amounts. Notwithstanding such early termination, the Non-Defaulting Party Company shall calculatebe obligated in accordance with all the terms and conditions under the Program, including without limitation its unperformed obligations under this Program Agreement, the Repurchase Agreement, any Credit Enhancement Indemnity, and the Indemnity Agreement, until such times as all obligations, monetary and otherwise, in a commercially reasonable manner, a Termination Payment as respect of the Early Termination Date; provided that if the Event of Default occurs Program and advances made or commitments issued prior to the Initial Delivery Date and effective early termination date are satisfied with Textron Financial. For the Seller is avoidance of doubt, upon the Defaulting Partyeffective early termination date, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party Textron Financial shall not have no obligations to enter into advance any transactions to replace the Agreement in order to establish a Settlement Amountadditional sums under this Program. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as an At any time while a Termination Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party Buyer may, with the prior written consent of F▇▇▇▇▇▇ Mac, or F▇▇▇▇▇▇ Mac may, in its absolute discretion, give notice of termination in accordance with this Section. If a party gives notice of supervening illegality, either party may give notice of termination in accordance with this Section in the circumstances described in Section 5. If a party is required to pay any additional amount pursuant to Section 6, it may give notice of termination in accordance with this Section in the circumstances described in Section 6. (b) At any time while an event under Paragraph 7 of the Credit Support Annex is continuing where the Buyer (or its Custodian) is the party failing to take an action or comply with the provisions specified therein, the Seller may, in its absolute discretion give notice of termination in accordance with this Section. For purposes of calculating the amount due under Sections 11 and 12 hereof in connection with a notice of termination under this Section 10(b), the Market Quotation shall be determined pursuant to Section 12, substituting the word “Non-Defaulting Party”Seller” in each instance when the word “Buyer” is utilized in such section and the quotation referred to in Section 12(b) has shall be the right amount in Dollars that a Reference Market Maker would charge as a Fixed Amount on such date of declaration of termination; provided, however, that if a Market Quotation cannot be determined, the Seller shall reasonably determine in good faith an amount equal to its total losses and costs in connection with this Agreement including any loss of bargain, costs of funding or, at the election of the Seller but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. (c) Any notice of termination hereunder (i) send Noticeshall state the grounds for termination; (ii) shall specify a date that is not before, designating a daynor more than 10 days after, no earlier than the day such Notice date the notice of early termination is deemed to given on which the payments required by Section 11 shall be received (made as provided in Section 21.1) and no later than twenty therein (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (the “Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), ; and (iii) end shall declare the Term effective as obligations of the Seller to make the payments required by Section 2 that are scheduled to be made after the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due Date to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment be terminated as of that date, and those obligations shall so terminate and be replaced by the Early Termination Date; provided that if parties’ obligations to make the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement payments specified in order to establish a Settlement AmountSection 11. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If This Agreement may be terminated at any time by either the Board or Executive and shall terminate upon Executive's death or disability. Any termination by the Board other than termination for cause (as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, defined below) shall not prejudice the other Party (“Non-Defaulting Party”) has the Executive's right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (compensation or other benefits under this Agreement. Except as provided in Section 21.1) and no later than twenty (20) days after 7, if Executive voluntarily terminates his employment before December 31, 2001, he will be entitled to such Notice is deemed payments as he would have the right to be received (as provided in Section 21.1receive upon termination for cause under subsection 5.1(b), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreementthat SERP contributions shall not be forfeited. (b) In Except as provided in Section 7, if Employer terminates this Agreement without cause, Employer shall pay Executive upon the event effective date of early termination, the Non-Defaulting Party shall calculatesuch termination all salary earned and all reimbursable expenses hereunder incurred through such termination date and, in a commercially reasonable manneraddition, a Termination Payment as liquidated damages in an amount equal to the greater of two years' salary or salary for the then-remaining term of the Early Termination Date; provided that if the Event of Default occurs prior Agreement (without regard to the Initial Delivery Date and the Seller is the Defaulting Partyterm) payable hereunder; in such event, then the Termination Payment all SERP contributions will be calculated using considered fully vested and all forfeiture provisions regarding restricted stock awards or vesting requirements concerning options shall lapse or be considered completed, as applicable. If Employer terminates this Agreement for cause, Employer shall pay Executive upon the Damage Payment Amount instead effective date of the Settlement Amountsuch termination only such salary earned and expenses reimbursable hereunder incurred through such termination date. The NonExecutive shall have no right to receive compensation or other benefits for ta962540107 - 3 -Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination DateFor purposes of this Agreement, the Non-Defaulting Party term "cause" shall Notify mean willful misfeasance or gross negligence in the Defaulting Party performance of the amount of the Termination Payment his duties, conduct demonstrably and whether the Termination Payment is owed significantly harmful to the Non-Defaulting PartyCompany (which would include willful violation of any final cease and desist order applicable to employer or a financial institution subsidiary), or conviction of a felony. For purposes of this Agreement, "disability" shall mean a medically reimbursable physical or mental impairment that may be expected to result in death, or to be of long, continued duration, and that renders Employee incapable of performing the duties required under this Agreement. The Notice will include Board, acting in good faith, shall make the final determination of whether Employee is suffering under any disability as herein defined and, for purposes of making such determination, may require Employee to submit himself to a written statement explaining in reasonable detail the calculation of such amount physical examination by a physician mutually agreed upon by Employee and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveBoard at Employer's expense. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If Buyer may on written notice to Wyeth terminate this Agreement immediately if any Regulatory Agency takes any action, the result of which is to prohibit or restrict the manufacture, formulation, packaging, labeling, storage, importation, sale, offer for *** Certain information on this page has been omitted and for as long as an Event of Default filed separately with the Commission. Confidential treatment has been requested with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as omitted portions. sale or use of the Early Termination DateProducts or any bona fide claim is made that the manufacture, (iv) collect formulation, packaging, labeling, storage, importation, sale, offer for sale or use of any of the Termination Payment, (v) withhold Products infringes any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any patent or other right proprietary or remedy available at Law or in equity to the extent otherwise permitted under this Agreementprotected right. (b) In If either Party shall at any time fail to discharge any of its material obligations hereunder and shall fail to correct such default within forth-five (45) days after the event other Party shall have given notice to it thereof, or if the default is of early terminationa type or nature that cannot be cured within forty-five (45) days, and the breaching Party shall fail to adopt a plan to remedy such default within said forty-five (45) days that is reasonably acceptable to the aggrieved Party, the Non-Defaulting aggrieved Party shall calculate, in a commercially reasonable manner, a Termination Payment as be entitled to notify the other Party that it intends to terminate this Agreement unless such default is corrected and may so terminate ten (10) days after such end of the Early Termination Date; provided that such forty-five (45) day period if the Event of Default occurs prior to the Initial Delivery Date and the Seller such default is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountcontinuing. (c) As soon as practicable after establishing In the Early Termination Dateevent that either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the Non-Defaulting Party shall Notify the Defaulting Party benefit of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to creditors, the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved entitled by notice in accordance with Article Eighteenwriting to such Party to terminate this Agreement forthwith.

Early Termination. Provided Tenant is not in default (and no event exists which with the passage of time or the giving of notice or both exists which would constitute a default) under the Lease and this Addendum, Tenant shall have the right during the period commencing on the third anniversary of the Commencement Date and expiring at the expiration of the initial term of the Lease, but not during any renewal period as hereinafter provided (a) If to terminate the Lease in its entirety, or (b) to partially terminate the Lease by surrendering portions of the Leased Premises in increments of 5,000 square feet of Rentable Area ("Partial Surrender"), upon not less than ninety (90) days prior written notice to Landlord and for as long as the payment to Landlord at the time Tenant provides such notice of an Event of Default with respect early termination fee equal to $200,000.00 times a Defaulting Party has occurred and is continuingfraction, the other Party numerator of which is the amount of Rentable Area terminated or surrendered and the denominator of which is the Rentable Area of the Leased Premises at the Commencement Date. The amount of the Rentable Area of the space included in a Partial Surrender shall be determined by Landlord's licensed architect using the method of determination specified in the definition of Rentable Area in the Lease. (“Non-Defaulting Party”a) has Tenant shall specify the precise location of space covered in any Partial Surrender, which shall be subject to approval by Landlord in its good faith discretion. Tenant acknowledges that it shall not have the right to (i) send Notice, designating include space in a day, no earlier than the day such Notice Partial Surrender that would be of a configuration or condition that is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due not similar to the Defaulting Party under this Agreementaverage stand alone leaseable space in the Building, (vi) suspend performancenot have the same reasonable accessibility routes that are consistent with the average space leased or available for leasing in the Building, and/or (vii) exercise any other right have improper or remedy available at Law undesirable window lines or in equity exposure or otherwise be impractical or uneconomical for Landlord to the extent otherwise permitted under this Agreementlease to another party. (b) In the event After Tenant provides written notice of such early terminationtermination (in whole or in part), the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party Tenant shall not have the right to enter into any transactions to replace rescind or cancel such notice without the Agreement prior written consent of Landlord, which may be exercised in order to establish a Settlement Amountits sole and absolute discretion. (c) As soon All space to be surrendered by Tenant under an early termination as practicable after establishing provided above, shall be surrendered by Tenant on the Early Termination Date, effective date of such early termination in the Non-Defaulting Party shall Notify condition required under the Defaulting Party Lease for the surrender of the amount Leased Premises upon the expiration or earlier termination of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveLease. (d) If From and after the Defaulting Party disputes effective date of such early termination, Tenant's Minimum Monthly Rent shall be reduced to reflect the Non-Defaulting Party’s calculation surrender of the Termination Payment, in whole or in partspace under a Partial Surrender. The amount of such reduction shall equal the product of the Minimum Monthly Rent times a fraction, the Defaulting Party shallnumerator of which is the amount of Rentable Space terminated or surrendered and the denominator of which is the Rentable Area in the Leased Premises at the Commencement Date. In addition, within five (5) Business Days of receipt from and after said effective date, Tenant's Proportionate Share shall be reduced to reflect the reduction of the Non-Defaulting Party’s calculation size of the Termination Payment, provide Leased Premises. Tenant and Landlord shall execute a mutually acceptable modification agreement promptly after Landlord receives notice of early termination to document the Non-Defaulting Party a detailed written explanation foregoing. (e) Tenant's right of early termination shall not apply during the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance Extension Period (hereinafter provided) or with Article Eighteenrespect to any (Expansion Space) leased by Tenant as hereinafter provided.

Early Termination. In the event (i) of a Condemnation (other than a Temporary Condemnation) of all of the Facility, then the 2021A Bonds shall be redeemed in whole from the Available Condemnation Amount (defined in subparagraph (C) below) and the amount, if any, required to be paid by RIDA pursuant to subparagraph (C) below and RIDA shall obtain the consents from the Permitted Lenders pursuant to subparagraph (A) below and the releases from the Permitted Lenders pursuant to subparagraph (B) below. In the event (i) of a Condemnation (other than a Temporary Condemnation) of a portion of the Facility with respect to which the total proceeds of Condemnation exceed Seventy Million Dollars ($70,000,000), and prevents RIDA from reasonably and economically using the remainder of the Facility, for the same Permitted Use as at the time of the Condemnation (as reasonably determined by ▇▇▇▇ and reasonably approved by the City and the JEPA) or (ii) of a Condemnation (other than a Temporary Condemnation) where the Facility or any portion thereof needs to be repaired or restored as a result of a Condemnation (other than a Temporary Condemnation), (1) the cost of such repair or restoration exceeds ten percent (10%) of the then current fair market value of all of the Convention Center and (2) the amount that the Trustee has received as part of the Leasehold Award from the Condemnation is less than ninety percent (90%) of the cost of such repair or restoration, then, in the case of either (i) or (ii) above, RIDA may terminate this Sublease by delivering to the City written notice thereof and if RIDA exercises this option, this Sublease shall then terminate as of the date the following conditions are satisfied: (A) each Permitted Lender consents to the termination of this Sublease; (B) each Permitted Lender releases all liens in its favor on the Site, Improvements, and ▇▇▇▇’s subleasehold interest in this Sublease (but not in any Leasehold Award to which such Permitted Lender is entitled pursuant to Section 5.1(g)); and (C) as applicable, (a) If if such Condemnation occurs at a time when any 2021A Bonds are outstanding and for as long as an Event the Completion Guaranty has not terminated in accordance with the terms thereof, RIDA pays to the Trustee the lesser of: (i) Five Million Dollars ($5,000,000) and (ii) the positive difference (if any) of Default (A) the amount that is necessary to redeem the outstanding principal amount of the 2021A Bonds under the Indenture (other than the principal amount of the 2021A Bonds that corresponds to the amount of capitalized interest and costs of issuance (with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”Bonds) has funded with the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as proceeds of the Early Termination Date, 2021A Bonds) minus (ivB) collect the Termination Payment, sum of: (v1) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or amount that is then on deposit in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as 2021A Account of the Early Termination DateConstruction Fund; provided that if (2) the Event of Default occurs prior to amount on deposit in the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead 2021A Account of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.Reserve Fund;

Early Termination. (a) If This Agreement may be terminated at any time by the Board of Employer or by Executive, and it shall terminate upon Executive's death or disability. Any termination by the Board of Employer other than termination for cause (as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”defined below) has the shall not prejudice Executive's right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (compensation or other benefits under this Agreement. Except as provided in Section 21.1) and no later than twenty (20) days after 7, if Executive voluntarily terminates her employment before June 30, 2004 she will be entitled only to such Notice is deemed payments as she would have the right to be received (as provided in Section 21.1receive upon termination for cause under subsection 5.l(b), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In Except as provided in Section 7, if Employer terminates this Agreement without cause, Employer shall pay Executive upon the event effective date of early terminationsuch termination all salary earned, the Nonpro-Defaulting Party shall calculaterata portion of any incentive payment expected to be received for the year when termination occurs, benefits accrued and all reimbursable expenses hereunder incurred through such termination date and, in a commercially reasonable manneraddition, a Termination Payment as liquidated damages in an amount equal to the greater of (i) two years' salary, or (ii) salary for the then-remaining term of the Early Termination DateAgreement payable hereunder; provided that if in such event, all forfeiture provisions regarding any then outstanding restricted stock award or other compensation agreement shall lapse. If Employer terminates this Agreement for cause, Employer shall pay Executive upon the Event effective date of Default occurs prior such termination only such salary earned, benefits accrued and expenses reimbursable hereunder incurred through such termination date. Executive shall have no right to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into receive compensation or other benefits for any transactions to replace the Agreement in order to establish a Settlement Amountperiod after termination for cause. (c) As soon as practicable after establishing the Early Termination DateFor purposes of this Agreement, the Non-Defaulting Party term "cause" shall Notify mean (i) willful misfeasance or gross negligence in the Defaulting Party performance of her duties; (ii) conduct demonstrably and significantly harmful to Employer (including willful violation of any final cease and desist order applicable to Employer or a financial institution subsidiary); or (iii) conviction of a felony. For purposes of this Agreement, "disability" shall have the meaning contained in any long term disability insurance coverage maintained by Columbia Bank or its affiliate, or if no such coverage is in existence, shall mean a medically reimbursable physical or mental impairment that may be expected to result in death, or to be of long, continued duration, and that renders Executive incapable of performing the duties required under this Agreement. The Board or the Compensation Committee of the amount Board, acting in good faith, shall make the final determination of the Termination Payment and whether the Termination Payment Executive is owed suffering under any disability as herein defined and, for purposes of making such determination, may require Executive to the Non-Defaulting Party. The Notice will include submit himself to a written statement explaining in reasonable detail the calculation of such amount physical examination by a physician mutually agreed upon by Executive and the sources for such calculation. The Party that owes Board or the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveCommittee at Employer's expense. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. If a Triggering Event (adefined in Section 4.2) If and for as long as an Event of Default occurs with respect to a Defaulting either Party has occurred and is continuingat any time during the term of this Agreement, the other Party (“Non-Defaulting the "Notifying Party”") has the right to may (i) send Noticeupon two Business Days written notice to the first Party, designating which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a day, no earlier than the day such Notice is deemed to be received date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 21.1) 8.4, and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to the Defaulting Party under any party, all Transactions and this AgreementAgreement in respect thereof shall automatically terminate, (vi) suspend performancewithout notice, and/or (vii) exercise any other right or remedy available at Law or as if an Early Termination Date had been immediately declared except as provided in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationSection 8.4. If an Early Termination Date occurs, the Non-Defaulting Notifying Party shall calculatein good faith calculate its damages, in a commercially reasonable mannerincluding its associated costs and attorneys' fees, a Termination Payment as resulting from the termination of the Early terminated Transactions (the "Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Payment"). The Termination Payment will be calculated using determined by (i) comparing the Damage Payment Amount instead value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the Settlement Amountsettlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Non-Defaulting Notifying Party shall not have to enter into any transactions to replace give the Agreement Affected Party (defined in order to establish a Settlement Amount. (cSection 4.2) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party written notice of the amount of the Termination Payment and whether the Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Non-Defaulting Notifying Party. The Notice will include a written statement explaining in reasonable detail , the calculation of such amount and the sources for such calculation. The Affected Party that owes shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall make pay the Termination Payment to the Affected Party within 10 Days of Affected Party’s receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party within ten (10) Business Days after all additional amounts payable by it pursuant to this Agreement, but all such Notice is effective. (d) amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Defaulting Affected Party disputes disagrees with the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of issue shall be submitted to arbitration pursuant to this Agreement and the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the resulting Termination Payment shall be resolved in accordance with Article Eighteendue and payable within three Business Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or its Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4)Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that . The “Termination Payment” will be equal to (i) the Project Development Security, less any Delay Damages, if the Event of Default Early Termination Date occurs prior to the Initial Delivery Date and or (ii) equal to the Seller is Delivery Term Security if the Defaulting Party, then Early Termination Date occurs after the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountInitial Delivery Date. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectivedeemed to have been received. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. ‌ (a) If and for as long as an Event of Default EOD with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send by sending Notice, designating designate a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.115.4) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.115.4), as an early termination date of this Agreement Assignment (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4)Parties, (iii) end the Term effective as of the Early Termination Date, (iv) if the EOD occurs on or after the Transfer Date, collect the Termination PaymentPayment unless the EOD is an EOD of Assignor and Assignor elects to exercise its reassignment rights in accordance with Section 5.3, (v) withhold any payments due to the Defaulting Party under this AgreementAssignment, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this AgreementAssignment. (b) In the event of an early terminationtermination as a result of an EOD that occurs on or after the Transfer Date, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement Assignment in order to establish a Settlement Amount. (c) As soon as practicable after establishing the an Early Termination Date with respect to an EOD that occurs on or after the Transfer Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenFourteen. (e) Assignor may terminate this Assignment upon Notice to Assignee with no further liability or obligations to Assignee thereafter if the PPA is terminated for any reason other than an EOD of Assignee during the Assignment Period.

Early Termination. (a) If and for as So long as an no Default or Event of Default with respect to a Defaulting Party has shall have occurred and is be continuing, the other Party Lessee may, upon not less than 180 days' prior written notice to the Owner-Trustee (“Non-Defaulting Party”) has which notice shall not be revocable without the right to (i) send Notice, designating a day, no earlier than consent of the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1Owner Participant), terminate this Lease as an early termination of January 2, 2006 (or, if earlier, the date of this Agreement (“Early Termination Date”), referred to in clause (ii) accelerate all amounts owing between of the Parties (except for disputed amounts as provided in second paragraph of Section 9.48(d), (iii) end the Term effective or as of any succeeding Rent Payment Date if the Early Termination DateFacility, (iv) collect in the Termination Paymentgood faith judgment of the Lessee as determined by the Board of Control, (v) withhold any payments due shall have become uneconomic, obsolete or surplus to the Defaulting Party under this Agreementneeds of the Lessee so as to be no longer useful in the conduct of Lessee's business. Such written notice shall designate the date on which termination is to become effective (the "TERMINATION DATE") and shall be accompanied by a certified copy of the resolutions of the Board of Control making such determination and by an Officer's Certificate of the Lessee setting forth the determination that the Facility has become uneconomic, (vi) suspend performance, and/or (vii) exercise any other right obsolete or remedy available at Law or in equity surplus to the extent otherwise permitted under this Agreement. (b) In the event needs of early termination, the Non-Defaulting Party shall calculate, in Lessee and a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such disputedetermination. Disputes regarding For the purposes of this Section 13(d), interest rates payable by the Lessee on its indebtedness for borrowed money or finance charges payable by the Lessee in connection with the acquisition of its equipment under conditional sale contracts, leases or other arrangements for deferred payment shall be disregarded in the determination of any right of termination provided herein. Following the giving of such notice, the Lessee, as agent for the Owner-Trustee, shall dispose of the Facility and transfer all of the Owner-Trustee's right, title and interest in and to the Site Lease on the Termination Payment Date for the best price obtainable unless the Owner Participant shall be resolved notify the Lessee that it elects to retain ownership of the Facility in accordance with Article Eighteenand to the extent permitted by the last paragraph of this Section 13(d), PROVIDED that no such disposition shall be to the Lessee or any Affiliate of the Lessee. The Lessee shall certify to the Owner-Trustee in writing the amount of each bid so received and the name and address of the party submitting such bid promptly upon receipt thereof. The Owner-Trustee may obtain bids, but shall be under no duty to solicit bids, inquire into the efforts of the Lessee to obtain bids or otherwise take any action in connection with arranging such dispositions. Prior to such disposition and after such termination, the Facility shall not be used by the Lessee or any Affiliate of the Lessee. Any disposition pursuant to this Section 13(d) shall be on an "as-is", "where-is" basis, without recourse, representation or warranty, express or implied, except for a warranty against Lessor's Liens attributable to the Owner-Trustee or Wilmington Trust Company. In disposing of the Facility, the Lessee shall take such action as the Owner-Trustee shall reasonably request to terminate any contingent liability which the Owner-Trustee or the Owner Participant might have arising out of such disposition. The Lessee shall remain liable under all provisions of this Lease (other than its obligation to pay Periodic Rent and Periodic Site Rent for the period after the Rent Payment Date as of which Termination Value is determined) as if this Lease were in full force and effect, until such time as the Facility shall have been disposed of in accordance with the provisions of this Section 13(d). If, on the Termination Date, (x) the Owner Participant shall not have elected to retain the Facility, (y) the Facility shall have not been sold pursuant to and in accordance with the provisions of this Section 13(d) or (z) the Lessee does not make all payments required pursuant to and in accordance with the provisions of this Section 13(d), Lessee's notice of termination shall be deemed to be withdrawn as of such date and this Lease shall continue in full force and effect with respect to the Facility and the Lessee shall pay the reasonable costs, expenses and liabilities incurred by the Owner-Trustee, the Indenture Trustee and the Participants as a result of Lessee's having given such notice of termination. Any proceeds from the disposition of the Facility pursuant to this Section 13(d) shall be paid to and retained by the Owner-Trustee (or, so long as the Secured Indebtedness shall not have been fully paid and satisfied, the Indenture Trustee). In the case of a disposition of the Facility pursuant to this Section 13(d), on the Termination Date, the Lessee shall pay to the Owner-Trustee (or, so long as the Secured Indebtedness shall not have been fully paid and satisfied, the Indenture Trustee) (i) all payments of Periodic Rent (other than Periodic Rent payable "in advance" on the Termination Date) and Periodic Site Rent through and including the Termination Date, (ii) the excess, if any, of (A) the Termination Value of the Facility as of the Termination Date, over (B) the net cash proceeds from the disposition of the Facility pursuant to this Section 13(d) (after the deduction of all costs and expenses of the Lessee, the Owner-Trustee, the Indenture Trustee and the Participants that have not been previously paid by the Lessee in connection with such disposition) received by the Owner-Trustee (or, so long as the Secured Indebtedness shall not have been fully paid and satisfied, the Indenture Trustee) and the Persons entitled thereto, (iii) an amount equal to the Make-Whole Amount, if any, in respect of the principal amount of the Series A Notes to be prepaid in accordance with Section 2.10(b) of the Indenture and (iv) all other sums then due and payable by the Lessee under this Lease and the other Operative Agreements. Any amount of such net proceeds in excess of such payments by the Lessee shall be retained by the Owner-Trustee or the Indenture Trustee, as the case may be. Owner-Trustee may, at any time prior to 45 days prior to the Termination Date, give written notice to Lessee and the Indenture Trustee that Owner-Trustee elects irrevocably to terminate this Lease with respect to the Facility on the Termination Date. On the Termination Date the Owner Participant shall pay to the Indenture Trustee sufficient funds to enable Owner-Trustee to pay in full the aggregate unpaid principal amount of all Series A Notes then outstanding, together with accrued interest thereon to such Termination Date, plus Make-Whole Amount, if any, thereon and all other sums due and payable on such Termination Date to the holders of the Series A Notes under the Operative Agreements other than the Series B Notes (but without relieving Lessee of its obligations to make all payments of Supplemental Rent owed by Lessee in connection therewith under the last sentence of Section 4(c)). Effective on full payment to the Indenture Trustee of all the foregoing amounts and on Lessee's full payment of the installment of Periodic Rent (other than Periodic Rent payable "in advance" on the Termination Date) and Periodic Site Rent due on such Termination Date plus all other amounts of Rent due on or prior to such Termination Date including, without limitation, Supplemental Rent in the amount of the Make-Whole Amount, if any, due to the Indenture Trustee under the preceding sentence, this Lease shall terminate; PROVIDED that this Lease, notwithstanding anything else to the contrary contained herein, shall continue in full force and effect unless such amounts are paid in full. If, after giving an irrevocable notice, the Owner Participant fails to make the required payment on the Termination Date, the Owner-Trustee shall have no further rights to make the election provided for under this paragraph.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that . The “Termination Payment” will be equal to (i) the Project Development Security, less any Delay Damages, if the Event of Default Early Termination Date occurs prior to the Initial Delivery Date and or (ii) equal to the Seller is Delivery Term Security if the Defaulting Party, then Early Termination Date occurs after the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountInitial Delivery Date. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall shall, Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as an At any time while a Termination Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party Buyer may, with the prior written consent of Secured Lender, or Secured Lender may, in its absolute discretion, give notice of termination in accordance with this Section. If a party gives notice of supervening illegality, either party may give notice of termination in accordance with this Section in the circumstances described in Section 5. If a party is required to pay any additional amount pursuant to Section 6, it may give notice of termination in accordance with this Section in the circumstances described in Section 6. (b) At any time while an event under Paragraph 7 of the Credit Support Annex is continuing where the Buyer (or its Custodian) is the party failing to take an action or comply with the provisions specified therein, the Seller may, in its absolute discretion give notice of termination in accordance with this Section. For purposes of calculating the amount due under Sections 11 and 12 hereof in connection with a notice of termination under this Section 10(b), the Market Quotation shall be determined pursuant to Section 12, substituting the word “Non-Defaulting Party”Seller” in each instance when the word “Buyer” is utilized in such section and the quotation referred to in Section 12(b) has shall be the right amount in Dollars that a Reference Market Maker would charge as a Fixed Amount on such date of declaration of termination; provided, however, that if a Market Quotation cannot be determined, the Seller shall reasonably determine in good faith an amount equal to its total losses and costs in connection with this Agreement including any loss of bargain, costs of funding or, at the election of the Seller but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. (c) Any notice of termination hereunder (i) send Noticeshall state the grounds for termination; (ii) shall specify a date that is not before, designating a daynor more than 10 days after, no earlier than the day such Notice date the notice of early termination is deemed to given on which the payments required by Section 11 shall be received (made as provided in Section 21.1) and no later than twenty therein (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (the “Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), ; and (iii) end shall declare the Term effective as obligations of the Seller to make the payments required by Section 2 that are scheduled to be made after the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due Date to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment be terminated as of that date, and those obligations shall so terminate and be replaced by the Early Termination Date; provided that if parties’ obligations to make the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement payments specified in order to establish a Settlement AmountSection 11. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for Within sixty (60) days after the occurrence of a Triggering Event, as long as an Event of Default with respect to a Defaulting Party has occurred and is continuingdefined below, the other Party (“Non-Defaulting Party”) has Tenant shall have the right to terminate the Lease as to all or any portion of the Premises, upon delivery of not less than sixty (60) days notice (the "Early Termination Date"), and thereby be released from any further obligation thereunder, upon payment to Landlord of an Early Termination Payment in an amount equal to the lesser of: (1) One-half (1/2) of the remaining Rent (including Base Rent and CAM) for the remaining term of the Lease for the portion of the Premises to be surrendered to Landlord; or (2) The sum of: (i) send Notice, designating a day, no earlier than Rent (including Base Rent and CAM) for the day such Notice is deemed twenty-four (24) months following the Early Termination Date for the portion of the Premises to be received (as provided in Section 21.1) surrendered to Landlord, and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between Landlord's actual cost of the Parties Initial Tenant Improvements (except for disputed amounts as provided in Section 9.4but not to exceed $490,000), (iii) end the Term effective as or if Tenant has returned less than all of the Early Termination DatePremises to Landlord, then such prorated portion of the cost of the Initial Tenant Improvements (ivup to a maximum total cost of the Initial Tenant Improvements of $490,000) collect the Termination Payment, (v) withhold any payments due attributable to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity portion of the Premises to the extent otherwise permitted under this Agreementbe surrendered to Landlord. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a The Early Termination Payment shall be due and payable as of a single lump sum payment on or before the Early Termination Date; provided . Provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead Tenant leaves all or that portion of the Settlement Amount. The Non-Defaulting Party Premises for which Tenant has elected to terminate the Lease in good condition, normal wear and tear excepted, and except in the event of a partial termination, the security deposit shall not have be returned to enter into any transactions to replace Tenant in accordance with the Agreement in order to establish a Settlement Amountterms of the Lease. (c) As soon as practicable after establishing the Early Termination DateFor purposes of this section, the Non-Defaulting Party term "Triggering Event" shall Notify the Defaulting Party mean any one or more of the amount following events: (i) a bona fide sale of a majority of the Termination Payment and whether voting common stock of the Termination Payment is owed Tenant in a single transaction; (ii) a bona fide sale of substantially all of the assets of the Tenant in a single transaction; (iii) the merger or consolidation of Tenant with another business entity resulting in a change of majority ownership; or (iv) the relocation by Tenant of all or a portion of its business operations to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the geographic location other Party within ten (10) Business Days after such Notice is effectivethan Lee, Collier, Sarasota or Charlotte Counties, Florida. (d) If In the Defaulting Party disputes event that Tenant terminates the Non-Defaulting Party’s calculation Lease as to less than all of the Termination Payment, in whole or in partPremises, the Defaulting Party shall, within five (5) Business Days of receipt Base Rent shall be adjusted by an amount equal to the portion of the Non-Defaulting Party’s calculation Base Rent attributable to the portion of the Termination PaymentPremises returned to Landlord, provide with a corresponding adjustment in Tenant's Pro Rata Share of the Common Area Maintenance Expenses. In the event that Tenant terminates the Lease as to less than an entire floor, the portion of the Premises returned to Landlord shall consist of at least 5,000 sq. ft of contiguous space with adequate access to the Non-Defaulting Party a detailed written explanation common areas. Further, Tenant may terminate the Lease as to less than all of the basis for such dispute. Disputes regarding Premises, no more than three (3) times during the Termination Payment shall be resolved in accordance with Article Eighteenterm of the Lease.

Early Termination. (ai) If and for as long as Notwithstanding anything in the Agreement and/or this Confirmation to the contrary, nothing herein shall affect the rights of Party A if Party B is the Defaulting Party or Affected Party. In the event that an Event of Default or Termination Event has occurred and is continuing and Party A is the sole Defaulting Party or sole Affected Party, Party A and Party B agree as follows: (1) Party A shall give immediate written notice of such Event of Default or Termination Event to Party B, the Servicer, ▇▇▇▇▇’▇ and S&P. (2) Commencing with the date of such Event of Default or Termination Event, Party A shall use its reasonable efforts to cooperate with Party B and the Servicer to transfer Party A’s rights and duties hereunder to (or otherwise procure a replacement transaction with terms substantially similar to this Transaction with) a successor to Party A having a short-term unsecured and unguaranteed debt rating of “A l+” by S&P and “P 1” by ▇▇▇▇▇’▇ and, if rated by Fitch, “F1+” by Fitch and a long-term debt rating of at least “AA ” by S&P and “Aa3” by ▇▇▇▇▇’▇ and, if rated by Fitch, “AA-“ by Fitch (a “Successor Counterparty”). (3) If no Successor Counterparty is appointed and the requirements of Section 6(i)(2) of this Confirmation are otherwise not satisfied within a period following the date of such Event of Default or Termination Event designated by Party B in its sole discretion, Party B may, in its sole discretion, designate an Early Termination Date. (4) Other than with respect to a Defaulting transfer resulting from an Additional Termination Event pursuant to Part 1(g)(i) of the Schedule, Party has occurred A shall bear or otherwise reimburse Party B and is continuing, each Servicer for all reasonable costs (excluding any assignment fee or termination fee) associated with the other Party (“Non-Defaulting Party”actions required by Section 6(i)(2) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”)Confirmation. For the avoidance of doubt, (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting such costs have been paid by Party shall calculate, in a commercially reasonable manner, a Termination Payment as A to Party B pursuant to Section 11 of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting PartyAgreement, then the Termination Payment such costs will not be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement included in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment amounts payable pursuant to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation this provision of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenConfirmation.

Early Termination. (a) Purchaser may terminate this Agreement prior to any applicable Expiration Date for any reason upon sixty (60) days’ prior written notice. If and for Purchaser terminates the Agreement prior to the Expiration Date of the Initial Term, Purchaser shall pay, as long as an Event of Default with respect to a Defaulting Party has occurred and is continuingliquidated damages, the other Party Early Termination Fee set forth on Schedule 3, Column 1 of the Special Conditions, and Provider shall cause the System to be disconnected and removed from the Premises in accordance with Section 2.4. Upon Purchaser’s payment to Provider of the Early Termination Fee, this Agreement shall terminate automatically. (“Non-Defaulting Party”b) has the right to Purchaser may (i) send Noticeif Provider fails to commence construction by the Guaranteed Construction Start Date, designating a day, no earlier than the day such Notice is deemed to be received entitled (as provided in Section 21.1its sole remedy) and no later than twenty to Delay Liquidated Damages not to exceed $22.5/ kW (20DC) days after such Notice is deemed to be received of the estimated nameplate capacity of the System (as provided set forth in Section 21.1), as an early termination date Schedule 1 of this Agreement (“Early Termination Date”the Special Conditions), (ii) accelerate all amounts owing between terminate this Agreement with no liability whatsoever, including, but not limited to the Parties Early Termination Fee, if Provider fails to commence construction of the System by the date that is ninety (except for disputed amounts as provided in Section 9.4)90) days after the Guaranteed Construction Start Date, or (iii) end if Provider fails to achieve Commercial Operation by the Term effective Guaranteed Commercial Operation Date, be entitled (as its sole remedy) to Delay Liquidated Damages not to exceed $15/kW (DC) of the estimated nameplate capacity of the System (as set forth in Schedule 1 of the Special Conditions), plus (if Installation Work had commenced at the Premises as of the date of termination) any costs reasonably incurred by Purchaser to return its Premises to its condition prior to commencement of the Installation Work. Further, Purchaser may terminate this Agreement with no liabilit y whatsoever, including, but not limited to the Early Termination Fee, if Provider fails to commence Commercial Operation by the date that is sixty (60) days after the Guaranteed Commercial Operation Date. The Guaranteed Construction Start Date and Guaranteed Commercial Operation Date shall be extended on a day-for-day basis if any of the following occurs: (x) notwithstanding Provider’s commercially reasonable efforts, interconnection approval is not obtained within sixty (60) days after the Effective Date, provided that interconnection applications are submitted within 45 days of the later of (iva) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. Effective Date and (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as finalization of the Early Termination Date; System layout, (y) a Force Majeure Event occurs or for any delays by the Local Electric Utility or (z) an occurrence of any other unforeseeable event outside of Provider’s reasonable control, provided that if Provider makes reasonable efforts to mitigate the Event impact of Default occurs prior such events on the Guaranteed Construction Start Date or Guaranteed Commercial Operation Date (as applicable). Any such extension pursuant to subsection (z) shall be subject to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead approval of the Settlement Amount. The Non-Defaulting Party Purchaser which shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountbe unreasonably withheld, conditioned or delayed. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as Subject to Section 2.4(b) in the event that (i) prior to the Service Commencement Date, an Event of Default with respect as defined under the Funding Agents' Disbursement and Administration Agreement occurs for any reason other than a breach by Seller of its obligations thereunder or (ii) other than due to a Defaulting Party has occurred and is continuingbreach by Seller of its obligations under this Agreement, the other Party (“Non-Defaulting Party”) has Service Commencement does not occur on or before the right Outside Completion Deadline, Seller may, in its sole discretion, terminate this Agreement upon written notice to (i) send NoticeBuyer. Upon such termination Seller shall have no further obligation to Buyer hereunder and Buyer shall, designating a dayon behalf of itself and the Other Customers, no earlier than pay Seller the day such Notice is deemed to be received (sum of the Engineering Services Payment, as provided in Section 21.1) 4.4, and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, as set forth on Schedule 9.3. Upon such payment by Buyer, Seller shall execute and deliver to (vA) withhold any payments due Buyer or its designee a quitclaim ▇▇▇▇ of sale transferring to Buyer or such designee all of Seller's right, title and interest in and to the Defaulting Party under this AgreementCentral Plant and the Other Facilities located at or connected to Buyer's Facilities, AS IS WHERE IS, free and clear from any liens or encumbrances of Seller, its agents (viother than Buyer), contractors and/or Seller's Lender and (B) suspend performanceto each of the Other Customers or their designee, and/or (vii) exercise any other right or remedy available at Law or a quitclaim ▇▇▇▇ of sale transferring to each of the Other Customers all of Seller's right, title and interest in equity and to the extent otherwise permitted under this AgreementOther Customers Facilities located at or connected to each of such Other Customers, AS IS WHERE IS, free and clear from any liens or encumbrances of Seller, its agents (other than Buyer), contractors and/or Seller's Lenders. (b) In the event that HVAC Completion has occurred and Seller has commenced providing Thermal Energy to the convention center owned by Interface Group-Nevada, Inc., pursuant to the terms and conditions of early terminationSeller's energy service agreement with such customer, and Final Completion is not achieved by the Non-Defaulting Party shall calculateOutside Completion Deadline, as provided in a commercially reasonable mannerSection 2.3, a Seller may nevertheless terminate this Agreement and have no further obligation to Buyer; provided however that upon such termination Buyer's Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Partyshall be reduced by an amount equal to Interface Group-Nevada, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount Inc.'s Divided Share of the Termination Payment and whether the Termination Payment is owed provided further that upon such payment Seller shall retain all right, title and interest in and to the Non-Defaulting Party. The Notice will include Central Plant and shall only execute and deliver to (1) Buyer or its designee a written statement explaining quitclaim ▇▇▇▇ of sale transferring to Buyer or such designee all of Seller's right, title and interest in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the Other Customers Facilities located at or connected to Buyer's Facilities, AS IS WHERE IS, free and clear from any liens or encumbrances of Seller, its agents (other Party within ten than Buyer), contractors and/or Seller's Lender and (102) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation to Grand Canal Mall Shops Construction, LLC or its designee a quitclaim ▇▇▇▇ of the Termination Paymentsale transferring all of Seller's right, title and interest in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide and to the Non-Defaulting Party a detailed written explanation Other Customers Facilities located at or connected to such customer's facilities as provided in Seller's energy service agreement with such customer, AS IS WHERE IS, free and clear from any liens or encumbrances of the basis for Seller, its agents (other than Buyer), contractors and/or Sellers Lenders. Furthermore, upon such dispute. Disputes regarding the Termination Payment termination Seller shall be resolved entitled to continue to occupy the Property pursuant to and as defined in accordance the Ground Lease to enable Seller to continue to provide Thermal Energy to Interface-Group-Nevada, LLC pursuant to the terms and conditions of Seller's energy service agreement with Article Eighteensuch customer.