Common use of Termination by Owner Clause in Contracts

Termination by Owner. 9.1 If ENGINEER becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any term, covenant or provision of this Agreement, ENGINEER shall be considered in default, and OWNER may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that ENGINEER shall be given; (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of OWNERS’S intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure the default. In determining the amount of final payment to be made to ENGINEER upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S default. 9.2 This Agreement may be terminated in whole or in part in writing by OWNER for OWNER’S convenience; provided that ENGINEER is given: (1) not less than TEN (10) calendar days written notice (delivered certified mail, return receipt requested) of intention to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S compensation shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of for the OWNER’S convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER in performing this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S default, it is determined that ENGINEER was not in default, the termination shall be deemed to have been effected for the convenience of OWNER. 9.5 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then OWNER shall have the right to terminate this Agreement without written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. OWNER agrees that it will make its best efforts to obtain sufficient funds, including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full.

Termination by Owner. 9.1 If ENGINEER Notwithstanding anything herein to the contrary, Owner may terminate Servicer's services under this Agreement, by giving at least 30 days' prior written notice to Servicer upon the occurrence of any of the following (each a "Termination Event"): 4.2.1 Servicer's failure to observe or perform in any material respect any obligation, covenant or agreement required to be performed by Servicer under this Agreement or Servicer's material breach of any agreement with a third party that would materially affect Servicer's ability to observe or perform in any material respect any obligation, covenant or agreement required to be performed by Servicer under this Agreement, which failure or material breach is not cured (if capable of being cured) within 90 days after receipt of notice from Owner or the third party specifying such failure or material breach or, if the cure requires more than 90 days, the failure of Servicer to promptly initiate steps to cure such failure or material breach and thereafter to diligently continue and complete all commercially reasonable and necessary steps sufficient to cure such material breach. 4.2.2 Any gross negligence or willful misconduct by Servicer directly resulting in material damage to Owner's reputation in the industry and an actual monetary loss to Owner, regardless of whether Owner has been reimbursed by Servicer or its insurer. 4.2.3 Servicer closes for business, dissolves, becomes insolvent, admits in writing its inability to pay its debts generally, applies for the appointment of a receiver or if it refuses custodian, makes an assignment for the benefit of creditors, or a voluntary or involuntary petition under any state or federal bankruptcy laws is filed by or against Servicer and, in the case of any involuntary filing, the petition is not dismissed within 30 days after the filing thereof. 4.2.4 Servicer fails to perform meet the work and services provided by this AgreementBenchmark during any 12 month period during the Term on a rolling basis, or if it refuses beginning with the twelve month period ending December 31, 2010, which failure remains uncured for more than 90 days following Servicer's receipt of written notice identifying with specificity any failure to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any term, covenant or provision meet the Benchmark. For purposes of this Agreement, ENGINEER shall be considered in defaultthe "Benchmark" means, with respect to Receivables and OWNER mayTransferred Billing Receivables for a calendar year, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that ENGINEER shall be given; (1) not less than ten (10) the finance charge income of Owner from such Receivables for such calendar days written notice (delivered by certified mail, year represents at least an 18% annual internal rate of return receipt requested) on Owner's funding of OWNERS’S intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure the default. In determining the amount of final payment to be made to ENGINEER upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S default. 9.2 This Agreement may be terminated in whole or in part in writing by OWNER for OWNER’S convenience; provided that ENGINEER is given: (1) not less than TEN (10) calendar days written notice (delivered certified mail, return receipt requested) of intention to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S compensation shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of for the OWNER’S convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER in performing this Agreement, whether completed or in process. 9.4 IfReceivables, after termination for ENGINEER’S default, it is determined that ENGINEER was not in default, the termination shall be deemed deduction of Servicing Fees and Origination Fees paid to have been effected for the convenience of OWNERServicer during such calendar year. 9.5 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then OWNER shall have the right to terminate this Agreement without written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. OWNER agrees that it will make its best efforts to obtain sufficient funds, including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full.

Termination by Owner. 9.1 If ENGINEER becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any term, covenant or provision of this Agreement, ENGINEER shall be considered in default, and OWNER may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that ENGINEER shall be given; (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of OWNERSOWNER’S intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure the default. In determining the amount of final payment to be made to ENGINEER upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S default. 9.2 This Agreement may be terminated in whole or in part in writing by OWNER for OWNER’S convenience; provided that ENGINEER is given: (1) not less than TEN (10) calendar days written notice (delivered certified mail, return receipt requested) of intention to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S compensation shall be equitably adjusted to include a reasonable profit for services or other work performed, and shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of for or the OWNER’S convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER in performing this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S default, it is determined that ENGINEER was not in default, the termination shall be deemed to have been effected for the convenience of OWNER. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Paragraph 9.2 and the recovery of such price adjustment shall be ENGINEER’S sole remedy and recovery. 9.5 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then OWNER shall have the through failure of any entity to appropriate funds or otherwise, then OWNER shall have the right to terminate this Agreement without written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. OWNER agrees that it will make its best efforts to obtain sufficient funds, including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full.

Termination by Owner. 9.1 If ENGINEER becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any term, covenant or provision of this Agreement, ENGINEER shall be considered in default, and OWNER may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that ENGINEER shall be given; (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of OWNERS’S OWNER’s intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure the default. In determining the amount of final payment to be made to ENGINEER upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S default. 9.2 This Agreement may be terminated in whole or in part in writing by OWNER for OWNER’S convenience; provided that ENGINEER is given: (1) not less than TEN (10) calendar days written notice (delivered certified mail, return receipt requested) of intention to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S compensation shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of for the OWNER’S convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER in performing this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S default, it is determined that ENGINEER was not in default, the termination shall be deemed to have been effected for the convenience of OWNER. 9.5 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then OWNER shall have the right to terminate this Agreement without written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. OWNER agrees that it will make its best efforts to obtain sufficient funds, including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full.

Termination by Owner. 9.1 If ENGINEER becomes insolvent, any of the following events occur:- (a) the Hirer shall default in payment of any of the Instalments or if it refuses any moneys payable hereunder, (b) the Hirer or fails any Surety shall commit an breach of any provision of or fail to perform the work and services provided by this Agreement, observe or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any termobligation under this Agreement or the Security Documents; (c) any indebtedness of the Hirer or any Surety becomes due or capable of being declared due before its stated maturity or is not discharged at maturity or when called; (d) an encumbrancer takes possession of or a trustee, covenant receiver and/or manager, judicial manager or similar officer is appointed in respect of any assets or property of the Hirer or any Surety or any distress or any form of execution is levied or enforced upon or sued against such assets or property; (e) the Hirer or any Surety becomes or is declared insolvent or convenes a meeting of creditors or proposes or make any arrangement or composition with or any assignment for the benefit of its creditors; (f) any proceedings are commenced or a resolution is passed for the liquidation or winding-up (whether compulsory or voluntary) or for the bankruptcy (as the case may be) of the Hirer or any Surety; (g) any provision of this Agreement, ENGINEER Agreement or the Security documents is or becomes for any reason unenforceable or invalid; (h) the Hirer or any Surety is or shall be considered convicted of any offence involving fraud or dishonesty; (i) there is a material adverse change in defaultthe condition (financial or otherwise) of the Hirer, the Surety or if a corporate, any of their respective subsidiaries which in the opinion of the Bank might materially affect the Hirer’s and/or the Surety’s continued operations or business; (j) the Hirer or the Surety threatens to cease or ceases its business; (k) any cheque given by the Hirer as deposit or as payment of any of the Instalments or any part thereof shall be dishonoured; (l) there is a reduction in the value of the Goods other than due to usual depreciation; (m) any third party shall exert any claim or interest in the Goods or any Goods sold by the Hirer to the Owner are found not to be absolute and OWNER mayunencumbered property of the Hirer; (n) in the opinion of the Owner, its interests under this Agreement is or becomes adversely affected, then the Owner may upon the occurrence of any such event or at any time thereafter and without prejudice to the rights and claims which the Owner may have against the Hirer and any Surety:- (i) resume possession of the Goods and all necessary licences, registration books/cards or certificates policies and certificates of insurance and other right or remedy, terminate this Agreement in whole or in part, in writing, provided that ENGINEER shall be given; documents (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of OWNERS’S intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure the default. In determining the amount of final payment to be made to ENGINEER upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made ) relating to the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S default. 9.2 This Agreement may be terminated in whole or in part in writing by OWNER for OWNER’S convenience; provided that ENGINEER is given: (1) not less than TEN (10) calendar days written notice (delivered certified mail, return receipt requested) of intention to terminate; Goods and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S compensation shall provide for payment to ENGINEER for services rendered thereupon the hiring hereby created and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of for the OWNER’S convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER in performing this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S default, it is determined that ENGINEER was not in default, the termination shall be deemed to have been effected for the convenience of OWNER. 9.5 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then OWNER shall have the right to terminate this Agreement without written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on forthwith determine; or (ii) if the last day Owner is unable to resume possession of the fiscal period Goods for any reason whatsoever the Owner may declare in writing that the hiring hereby created and this Agreement shall forthwith be determined and thereupon the Hirer shall no longer be in possession of the Goods with the Owner’s consent nor shall the Hirer thereafter have any rights hereunder and the Hirer shall forthwith return the Goods together with all necessary licences, registration books/cards or certificates policies and certificates of insurance, user manuals, instruction booklets and any other documents relating to the Goods to the Owner during ordinary business hours at a place at which appropriations were received. OWNER agrees that it will make its best efforts to obtain sufficient funds, including, but not limited to, requesting the Owner ordinarily carries on business or at the address specified in its budget for each fiscal period during Clause 17 hereof or at such other place as the term hereof sufficient funds to meet its obligations hereunder in fullOwner may stipulate.

Termination by Owner. 9.1 If ENGINEER becomes insolvent8.01.1 Each of the following shall be an event of default by Manager ("Manager Event of Default"): (a) Manager shall fail to keep, observe or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any termmaterial covenant, covenant agreement, term or provision of this AgreementAgreement to be kept, ENGINEER observed or performed by Manager, and such default shall continue for a period of thirty (30) days after notice thereof by Owner to Manager; or (b) if Manager shall apply for or consent to the appointment of a receiver, trustee or liquidator of Manager or of all or a substantial part of its assets, file a voluntary petition in bankruptcy, or admit in writing its inability to pay its debts as they come due, make a general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors or take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Manager in any bankruptcy, reorganization or insolvency proceeding, or if an order, judgment or decree shall be considered in defaultentered by any court of competent jurisdiction, on the application of a creditor, adjudicating Manager a bankrupt or insolvent or approving a petition seeking reorganization of Manager or appointing a receiver, trustee or liquidator of Manager or of all or a substantial part of its assets, and OWNER maysuch order, without prejudice judgment or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days. 8.01.2 Each of the following shall be an event permitting termination of this Agreement by Owner ("Owner Termination Event"): Embassy Suites __________ Management Agreement (a) if a right of termination on the part of Owner shall have arisen under Section 10.01; (b) if a right of termination on the part of Owner shall have arisen under Section 10.02; (c) if, because of Owner's monetary default under a Permitted Mortgage, a Mortgagee has acquired title to any other right the Hotel, whether by foreclosure, taking a deed in lieu of foreclosure, or remedyotherwise; (d) if, because of Manager's Grossly Negligent or Willful Acts, Owner is required by a Mortgagee to terminate this Agreement in whole accordance with a Permitted Mortgage; (e) if a right of termination on the part of Owner shall have arisen under Section 9.03.2; or (f) if Manager shall at any time during the Term own more than 35% of the shares of FelCor Lodging Trust Incorporated ("FelCor"), or in part, in writing, provided that ENGINEER shall be given; (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) if Manager revenues and net income as of OWNERS’S intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure during the default. In determining one-year period following the amount of final payment to be made to ENGINEER upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S default. 9.2 This Agreement may be terminated in whole or in part in writing by OWNER for OWNER’S convenience; provided that ENGINEER is given: (1) not less than TEN (10) calendar days written notice (delivered certified mail, return receipt requested) of intention to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S compensation shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of for the OWNER’S convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER in performing this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S default, it is determined that ENGINEER was not in default, the termination shall be deemed to have been effected for the convenience of OWNER. 9.5 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment date of this Agreement which are attributable to the management of hotels not owned by OWNER are Owner or its Affiliates do not equal at any least 10% of all of Manager's revenues and net income attributable to the management of hotels at such time insufficient and during such period. 8.01.3 If a Manager Event of Default or not forthcoming through failure of any entity to appropriate funds or otherwiseOwner Termination Event occurs, then OWNER Owner shall have the right to terminate this Agreement without upon written notice documenting to Manager given at any time following the lack occurrence of fundingsuch event, in which instance unless otherwise agreed to by or if a period of grace is provided, then following the partiesexpiration of the applicable grace period, and while such event shall be continuing, and this Agreement shall terminate and become null and void on upon the last day date specified therein, which date shall be not less than thirty (30) days nor more than seventy-five (75) days after the date of the fiscal giving of such notice. As a condition of any termination of this Agreement by Owner under this Section 8.01.3, Owner shall pay to Manager, on or before the effective date of such termination all amounts due Manager and its Affiliates under this Agreement for the period for which appropriations were received. OWNER agrees that it will make its best efforts of time prior to obtain sufficient funds, includingthe date of termination, but Owner shall not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds be required to meet its obligations hereunder in fullpay any penalty or termination fee upon such termination.

Termination by Owner. 9.1 If ENGINEER ▇▇▇▇▇ becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any term, covenant or provision of this Agreement, ENGINEER ▇▇▇▇▇ shall be considered in default, and OWNER may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that ENGINEER ▇▇▇▇▇ shall be given; (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requestedrequested or by electronic mail with confirmation of delivery) of OWNERS’S OWNER's intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure the defaultdefault as determined by OWNER. In determining the amount of final payment to be made to ENGINEER ▇▇▇▇▇ upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S ▇▇▇▇▇'▇ default. 9.2 This Agreement may be terminated in whole or in part in writing by OWNER for OWNER’S 's convenience; provided that ENGINEER ▇▇▇▇▇ is given: (1) not less than TEN ten (10) calendar days written notice (delivered certified mail, return receipt requestedrequested or by electronic mail with confirmation of delivery) of intention intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S ▇▇▇▇▇'▇ compensation shall be equitably adjusted to include a reasonable profit for services or other work performed, and shall provide for payment to ENGINEER ▇▇▇▇▇ for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of or for the OWNER’S 's convenience, ENGINEER ▇▇▇▇▇ shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER ▇▇▇▇▇ in performing this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S ▇▇▇▇▇'▇ default, it is determined that ENGINEER ▇▇▇▇▇ was not in default, the termination shall be deemed to have been effected for the convenience of OWNER. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Paragraph 9.2 and the recovery of such price adjustment shall be ▇▇▇▇▇'▇ sole remedy and recovery. 9.5 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then OWNER shall have the right to terminate this Agreement without penalty by giving written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. OWNER agrees that it will make its best efforts to obtain sufficient funds, including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full.

Termination by Owner. 9.1 If ENGINEER becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any term, covenant or provision of this Agreement, ENGINEER shall be considered in default, and OWNER may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that ENGINEER shall be given; (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requestedrequested or by electronic mail with confirmation of delivery) of OWNERS’S OWNER's intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure the defaultdefault as determined by OWNER. In determining the amount of final payment to be made to ENGINEER upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S 's default. 9.2 This Agreement may be terminated in whole or in part in writing by OWNER for OWNER’S 's convenience; provided that ENGINEER is given: (1) not less than TEN ten (10) calendar days written notice (delivered certified mail, return receipt requestedrequested or by electronic mail with confirmation of delivery) of intention intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S 's compensation shall be equitably adjusted to include a reasonable profit for services or other work performed, and shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of or for the OWNER’S 's convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER in performing this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S 's default, it is determined that ENGINEER was not in default, the termination shall be deemed to have been effected for the convenience of OWNER. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Paragraph 9.2 and the recovery of such price adjustment shall be ENGINEER's sole remedy and recovery. 9.5 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then OWNER shall have the right to terminate this Agreement without penalty by giving written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. OWNER agrees that it will make its best efforts to obtain sufficient funds, including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full.

Termination by Owner. 9.1 If ENGINEER becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any term, covenant or provision of this Agreement, ENGINEER shall be considered in default, and OWNER may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that ENGINEER shall be given; (1a) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of OWNERS’S intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure the default. In determining the amount of final payment to be made to ENGINEER upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S default. 9.2 This Agreement may be terminated in whole or in part in writing by OWNER for OWNER’S convenience; provided that ENGINEER is given: (1) not less than TEN (10) calendar days written notice (delivered certified mail, return receipt requested) of intention to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S compensation shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of for the OWNER’S convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER in performing this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S default, it is determined that ENGINEER was not in default, the termination shall be deemed to have been effected for the convenience of OWNER. 9.5 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then OWNER Owner shall have the right to terminate this Agreement without written at any time upon thirty (30) days' notice documenting the lack of fundingto Development Manager for any reason whatsoever, in which instance unless otherwise agreed to by the partiesor for no reason at all; provided, however, this Agreement shall terminate and become null and void on the last day immediately terminate, if any of the fiscal period for which appropriations were received. OWNER agrees that it will make its best efforts to obtain sufficient funds, including, but not limited to, requesting following events shall occur: (i) If Development Manager shall commit gross negligence or willful malfeasance in its budget for each fiscal period during the term hereof sufficient funds to meet performance (or non-performance) of its obligations hereunder that has a materially injurious or a materially adverse effect upon Owner or upon the Project; (ii) If Development Manager shall make an assignment for the benefit of creditors, or file, or consent to, any petition in full.bankruptcy or for reorganization under any bankruptcy or insolvency law, or for a receiver or trustee for a substantial portion of its property, or to effect a composition or extension of time to pay its debts, or for any alteration or adjustment of a substantial part of its indebtedness; or if Development Manager shall commence proceedings for or take any corporate action authorizing or providing for its dissolution or liquidation; or if a receiver or trustee shall be appointed for a substantial part of the property of Development Manager and such appointment shall not be vacated in ninety days; or if a petition in bankruptcy or insolvency or for reorganization or liquidation of Development Manager or for alteration or adjustment of a substantial part of the indebtedness of Development Manager shall be filed against Development Manager under any bankruptcy, insolvency or other law relating to debtors or to alteration or adjustment of indebtedness, or if a petition, complaint or action shall be filed against Development Manager seeking its liquidation, and any such petition, complaint or action shall not be dismissed within ninety (90) days after filing; (iii) If Development Manager shall materially breach its obligations under this Agreement, which breach is not cured within thirty (30) days after notice from Owner, as such date may be extended, provided Development Manager has commenced, and is diligently prosecuting to completion, the cure of such breach; (iv) If Development Manager or any officer, member or manager therein shall be convicted of a felony which adversely affects the reputation or image of the Project, or impedes Development Manager's ability to perform its obligations hereunder;

Termination by Owner. 9.1 If ENGINEER becomes insolventNotwithstanding anything contained in this Agreement to the contrary, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any term, covenant or provision of this Agreement, ENGINEER shall be considered in default, and OWNER may, without prejudice to any other right or remedy, Owner may terminate this Agreement if one or more of the following events shall occur: (a) the filing by Developer of a voluntary petition in whole bankruptcy, the filing by a creditor of an involuntary petition in bankruptcy which is not dismissed within sixty (60) days, the adjudication of Developer as bankrupt or insolvent, the filing by Developer of any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, assignment for the benefit of creditors, or similar relief for debtors; (b) a failure by Developer to pay any amounts or monetary obligations due and owing to Owner which is not cured within three (3) business days following receipt of written notice by Owner specifying such default; (c) Completion of the Project is delayed (or in partOwner’s reasonable judgment will be delayed) beyond the scheduled date of Completion set forth in the Final Project Schedule, and/or the costs of the Project exceed (or in writingOwner’s reasonable judgment will exceed) the amount set forth in the Final Development Budget to such an extent that the Development Fee will be decreased by an amount equal to thirty percent (30%) of the budgeted Development Fee pursuant to the provisions of Exhibit G; (d) a good faith determination by Owner that Developer is not developing the Project in a manner satisfactory to Owner, provided that ENGINEER (i) Owner shall be given; (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of OWNERS’S intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure the default. In determining the amount of final payment to be made to ENGINEER upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S default. 9.2 This Agreement may be terminated in whole or in part have notified Developer in writing by OWNER for OWNER’S convenience; provided that ENGINEER is given: (1) not less than TEN (10) calendar days written notice (delivered certified mail, return receipt requested) of intention to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S compensation shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of for the OWNER’S convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwisesuch dissatisfaction, and (2ii) deliver or otherwise make available Developer shall have failed to OWNER all datacure Owner’s dissatisfaction within sixty (60) days after the giving of such notice; (e) a good faith determination by Owner, drawingsafter a review of the status of the Project and a review of current market conditions, specificationsthat completion of the Project is not economically feasible and the simultaneous termination of the sales management agreement governing the sales of the Project; (f) a material default by Developer under this Agreement that is not cured within thirty (30) days following receipt of written notice from Owner specifying the default; provided, reportshowever, estimatesthat if such default cannot be cured within such thirty (30) day period through the use of diligent efforts, summariessuch period shall be extended for an additional thirty (30) days; provided, further, that if Developer promptly commences such cure and thereafter diligently prosecutes such cure but is unable to complete such cure within the aforesaid two thirty (30) day periods, Developer shall be afforded an additional thirty (30) days to complete such cure. (g) Owner sells the Property, at Owner’s election. (h) Cordillera Partners, LLC, a Delaware limited liability company and an affiliate of Developer (“CP Investor”), defaults in any of its obligations under that certain Limited Liability Company Agreement of Behringer Harvard Residences at Cordillera, LLC dated as of May 10, 2007 (the “Owner LLC Agreement”), and such other informationdefault is not cured within any applicable notice or grace period; provided, materials or documents as may have been accumulated by ENGINEER in performing however, that for purposes of this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S default, it is determined that ENGINEER was not in defaultSection 5.2(h), the termination shall be deemed to have been effected for the convenience of OWNER. 9.5 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of CP Investor to make a capital contribution to Owner shall not be considered such a default.. (i) CP Investor ceases to own any entity to appropriate funds or otherwise, then OWNER shall have the right to terminate this Agreement without written notice documenting the lack of funding, interest in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. OWNER agrees that it will make its best efforts to obtain sufficient funds, including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in fullOwner.

Termination by Owner. 9.1 If ENGINEER becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any term, covenant or provision of this Agreement, ENGINEER shall be considered in default, and OWNER may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that ENGINEER shall be given; (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of OWNERS’S intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure the default. In determining the amount of final payment to be made to ENGINEER upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S default. 9.2 This Agreement may be terminated terminate in whole or in part in writing by OWNER for OWNER’S convenience; provided that ENGINEER is given: (1) not less than TEN (10) calendar days written notice (delivered certified mail, return receipt requested) of intention to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S compensation shall be equitably adjusted to include a reasonable profit for services or other work performed, and shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of for the OWNER’S convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER in performing this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S default, it is determined that ENGINEER was not in default, the termination shall be deemed to have been effected for the convenience of OWNER. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Paragraph 9.2 and the recovery of such price adjustment shall be ENGINEER’S sole remedy and recovery. 9.5 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then OWNER shall have the through failure of any entity to appropriate funds or otherwise, then OWNER shall have the right to terminate this Agreement without written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. OWNER agrees that it will make its best efforts to obtain sufficient funds, including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full.

Termination by Owner. 9.1 If ENGINEER becomes insolvent, (a) The failure by Hanover to keep or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any termo the obligations on its part according to the terms and conditions hereof, covenant or provision shall, at the election of Owner, constitute a breach of this Agreement, ENGINEER shall Agreement unless such default be considered in remedied as hereinafter provided. In the event of any such default, and OWNER mayany such election by Owner, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that ENGINEER he shall be given; (1) not less than ten (10) calendar days first give Hanover written notice (delivered by certified mail, return receipt requested) of OWNERS’S intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure the default. In determining the amount of final payment to be made to ENGINEER upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S default. 9.2 This Agreement may be terminated in whole or in part in writing by OWNER for OWNER’S convenience; provided that ENGINEER is given: (1) not less than TEN (10) calendar days written notice (delivered certified mail, return receipt requested) of intention to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S compensation shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of for the OWNER’S convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER in performing this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S default, it is determined that ENGINEER was not in default, the termination shall be deemed to have been effected for the convenience of OWNER. 9.5 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then OWNER shall have the right his election to terminate this Agreement without specifying the particular default or defaults relied upon by Owner. (b) Hanover shall have a reasonable time (which if the specified default involves only the payment of money, shall not be more than twenty (20) days, which in any other case shall be not more than sixty (60) days after receipt of such notice within such specified default or defaults may be remedied. If such defaults are remedied there shall be no breach hereunder with respect to such default or defaults. No waiver of, and no failure on the part of Owner to give notice of the default or defaults shall affect any subsequent default or impair Owner's rights resulting therefrom. If Hanover shall dispute that a default has occurred, it shall so advise Owner within twenty (20) days if the specified default involves only the payment of money, and within sixty (60) days in all other cases. If the dispute cannot be settled between the parties directly, the parties approach shall first be to submit the dispute to arbitration or alternative dispute resolution methods, in order to reach a settlement between the parties. If the decision of such approach is not acceptable to a party, either party shall still have the option to settle a dispute in a court of competent jurisdiction. If the decision of the arbitrator or court shall be that Hanover was at fault, then it shall have a reasonable time thereafter within which to remedy the default or defaults (but not to exceed 60 days) before Owner may terminate the Agreement in the manner provided for herein, and if such default or defaults shall then be remedied there shall be no breach hereunder with respect to the same. If Hanover is deemed not to be at fault following the settlement of a dispute, then all expenses incurred by Hanover shall be borne and paid for by Owner and if Hanover is deemed to be at fault, then all expenses incurred by Owner shall be borne and paid for by Hanover. (c) If Hanover shall fail to remedy a default, Owner may terminate this Agreement by providing Hanover with written notice documenting of such termination. (d) In the lack of funding, in which instance unless otherwise agreed to by the parties, event Owner terminates this Agreement shall terminate and become null and void on the last day account of breach by Hanover, Hanover shall be under no further obligation or liabilities hereunder to Owner from and after the fiscal period date of such termination except for the performance of all obligations and payments and the satisfaction of liabilities to third parties which appropriations were received. OWNER agrees that it will make its best efforts have accrued to obtain sufficient funds, including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet date of such termination and Lor the performance of its obligations hereunder in fullupon such termination as herein set forth.

Termination by Owner. 9.1 If ENGINEER becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any term, covenant or provision of this Agreement, ENGINEER shall be considered in default, and OWNER may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that ENGINEER shall be given; (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of OWNERS’S OWNER’s intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure the default. In determining the amount of final payment to be made to ENGINEER upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S ’s default. 9.2 This Agreement may be terminated in whole or in part in writing by OWNER for OWNER’S ’s convenience; provided that ENGINEER is given: (1) not less than TEN (10) calendar days written notice (delivered certified mail, return receipt requested) of intention to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S ’s compensation shall be equitably adjusted to include a reasonable profit for services or other work performed, and shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of for or the OWNER’S ’s convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER in performing this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S ’s default, it is determined that ENGINEER was not in default, the termination shall be deemed to have been effected for the convenience of OWNER. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Paragraph 9.2 and the recovery of such price adjustment shall be ENGINEER’s sole remedy and recovery. 9.5 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then OWNER shall have the through failure of any entity to appropriate funds or otherwise, then OWNER shall have the right to terminate this Agreement without written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. OWNER agrees that it will make its best efforts to obtain sufficient funds, including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full.

Termination by Owner. 9.1 If ENGINEER becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any term, covenant or provision of this Agreement, ENGINEER shall be considered in default, and OWNER may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that ENGINEER shall be given; (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of OWNERS’S intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure the default. In determining the amount of final payment to be made to ENGINEER upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S default. 9.2 This Agreement may be terminated in whole or in part in writing by OWNER for OWNER’S convenience; provided that ENGINEER is given: (1) not less than TEN (10) calendar days written notice (delivered certified mail, return receipt requested) of intention to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S compensation shall be equitably adjusted to include a reasonable profit for services or other work performed, and shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of or for the OWNER’S convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER in performing this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S default, it is determined that ENGINEER was not in default, the termination shall be deemed to have been effected for the convenience of OWNER. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Paragraph 9.2 and the recovery of such price adjustment shall be ENGINEER’S sole remedy and recovery. 9.5 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then OWNER shall have the through failure of any entity to appropriate funds or otherwise, then OWNER shall have the right to terminate this Agreement without written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. OWNER agrees that it will make its best efforts to obtain sufficient funds, including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full.

Termination by Owner. 9.1 If ENGINEER becomes insolvent, or if it refuses or fails to perform (a) The Owner may terminate the work and services provided by performance of the Contractor under this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any term, covenant or provision of this Agreement, ENGINEER shall be considered in default, and OWNER maycontract, without prejudice to any other right or remedy, terminate this Agreement in whole or in partremedy the Owner may have, in writingthe manner hereinafter provided, upon certification by the Project Manager that the following circumstances have arisen: 1. the Contractor is adjudged bankrupt, or makes a general assignment for the benefit of his creditors, or a receiver is appointed on account of his insolvency (except as provided that ENGINEER in (e) below); 2. the Contractor refuses or fails, except in cases for which an extension of time is provided, to supply enough properly skilled workers or proper materials; 3. the Contractor fails to make prompt payment to subcontractors, to suppliers of materials or equipment, or to employees; 4. the Contractor disregards laws, ordinances, rules, regulations, or orders of any public authority having jurisdiction; or 5. the Contractor otherwise is guilty of a substantial violation of the contract. (b) To terminate the performance of the Contractor, Owner shall be given; (1) not less than first give ten (10) calendar days days' written notice (delivered by certified mail, return receipt requested) of OWNERS’S intent to terminate; Contractor and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure the default. In determining the amount of final payment to be made to ENGINEER upon such termination for defaulthis surety, if any, no amount shall be allowed stating Owner's intent to terminate the performance of the Contractor unless within ten days the grounds for anticipated profit on unperformed services or other work; furthermoresuch termination have been removed, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S defaultand giving his reasons therefor. 9.2 This Agreement (c) If within ten days the grounds for termination are not removed, Owner may be terminated in whole or in part in writing by OWNER for OWNER’S convenience; provided that ENGINEER is given: (1) not less than TEN (10) calendar days written immediately terminate the performance of the Contractor and shall promptly serve notice (delivered certified mail, return receipt requested) of intention to terminate; termination on the Contractor and (2) an opportunity for consultation with OWNER prior to terminationthe surety. If termination for convenience is effected by OWNER, ENGINEER’S compensation shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of for the OWNER’S convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER in performing this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S default, it is determined that ENGINEER was not in default, the termination shall be deemed to have been effected for the convenience of OWNER. 9.5 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then OWNER The surety shall have the right to terminate this Agreement without take over and perform the contract, provided that, within fifteen days after service upon it of said notice of termination, the surety must first give written notice documenting to Owner that it intends to take over and perform the lack contract, and within thirty days after service upon it of fundingsaid notice of termination, the surety must commence performance of the contract. If surety fails to take either of these steps in which instance unless otherwise agreed to a timely manner, Owner may immediately take possession of the Site and of all materials, equipment, tools, construction equipment, and machinery thereon owned by the partiesContractor and may finish the work by whatever method it may deem expedient. (d) If within ten (10) days of Owner's notice of intent to terminate, this Agreement the grounds for termination are not removed, the Contractor shall terminate and become null and void on not be entitled to receive any further payment until the last day work is finished. If, upon completion of the fiscal period work by Owner, the unpaid balance of the contract sum exceeds the costs of finishing the work (including compensation for which appropriations were receivedadditional engineering, managerial, and administrative services), such excess shall be paid to the Contractor. OWNER agrees that it will make its best efforts If such costs exceed such unpaid balance, the Contractor or his surety shall pay the difference to obtain sufficient fundsthe Owner. The costs incurred by the Owner as herein provided shall be certified by the Project Manager. (e) Notwithstanding the foregoing, includingperformance of the Contractor under this contract may not be terminated, but and the contract may not limited tobe modified, requesting where a trustee in its budget for each fiscal period during bankruptcy has assumed the term hereof sufficient funds contract pursuant to meet its obligations hereunder in full11 U.S.C. Sec. 365.

Termination by Owner. 9.1 If ENGINEER becomes insolventUpon the happening of any Event of Default (as hereinafter defined), Owner shall have the absolute unconditional right to terminate this Agreement by giving written notice of such termination to Owner’s Representative. Owner shall not pay Representative for loss of anticipated profits/savings or if it refuses revenue or fails to perform other economic loss arising out of or resulting from such termination. Upon receipt of notice of termination, Representative shall do the work following as of the effective date of termination: (1) discontinue all Work hereunder, including without limitation placing orders or entering into contracts for supplies, assistance, facilities and services provided materials; and (2) furnish Owner with copies of all Project materials. Any one or more of the following events shall constitute an “Event of Default” by Owner’s Representative under this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any term, covenant or provision of this Agreement, ENGINEER shall be considered in default, and OWNER may, without prejudice to any other right or remedy, : (a) Owner may terminate this Agreement in whole or in partpart for Owner’s convenience, in writingand without cause, provided that ENGINEER shall be given; (1) by providing Representative with not less than ten (10) calendar days 10 days’ prior written notice (delivered by certified mailnotice. In the event of a termination for Owner’s convenience, return receipt requested) of OWNERS’S intent Representative shall be entitled to terminate; and (2) an opportunity payment, calculated on a pro rata or other equitable basis, for consultation with OWNER services satisfactorily performed prior to termination, and a reasonable opportunity to cure the defaulttogether with reimbursable expenses then due. In determining no event shall Representative be paid for Work performed or costs incurred after the amount effective date of final payment termination set forth in Owner’s notice. (b) If Owner’s Representative shall fail to observe, perform or comply in any material respect with any term, covenant, agreement or condition of this Agreement which is to be made to ENGINEER upon such termination for defaultobserved, if any, no amount shall be allowed for anticipated profit on unperformed services performed or other work; furthermore, an adjustment shall be made to complied with by Owner’s Representative under the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S default. 9.2 This Agreement may be terminated in whole or in part in writing by OWNER for OWNER’S convenience; provided that ENGINEER is given: (1) not less than TEN (10) calendar days written notice (delivered certified mail, return receipt requested) of intention to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S compensation shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of for the OWNER’S convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER in performing this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S default, it is determined that ENGINEER was not in default, the termination shall be deemed to have been effected for the convenience of OWNER. 9.5 Notwithstanding any other provision provisions of this Agreement, if funds and such failure shall continue uncured for fifteen (15) business days after the continued fulfillment giving of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then OWNER shall have the right to terminate this Agreement without written notice documenting thereof by Owner to Owner’s Representative specifying the lack nature of fundingsuch failure, unless such failure can be cured but is not susceptible of being cured within said fifteen (15) business day period, in which instance event such a failure shall not constitute an Event of Default if Owner’s Representative commences curative action within said fifteen (15) business day period, and thereafter prosecutes such action to completion with all due diligence and dispatch; (c) If Owner’s Representative shall make a general assignment for the benefit of creditors; (d) If any petition shall be filed against Owner’s Representative in a court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and such proceedings shall not be dismissed within sixty (60) days after the institution of the same, or if any such petition shall be so filed by Owner’s Representative; (e) If, in any proceeding, a receiver, trustee or liquidator be appointed for all or a substantial portion of the property and assets of Owner’s Representative, and such receiver, trustee or liquidator shall not be discharged within ninety (90) days after such appointment; (f) If Owner’s Representative shall misappropriate any funds of Owner in the possession or control of Owner’s Representative unless such misappropriation is based upon a good faith mistake or error by Owner’s Representative, and Owner’s Representative corrects such mistake or error within five (5) business days after the mistake or error is called to the attention of Owner’s Representative by a notice from Owner, or Owner’s Representative shall otherwise agreed to commit an act of fraud against Owner (except that if such misappropriation of funds or fraud by the partiestaking is committed by an employee of Owner’s Representative, this Agreement shall terminate such event may be cured by Owner’s Representative if Owner’s Representative makes prompt restitution to Owner and become null and void on the last day of the fiscal period for which appropriations were received. OWNER agrees that it will make its best efforts to obtain sufficient funds, including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in fulldischarges such employee).

Termination by Owner. 9.1 If ENGINEER becomes insolventNotwithstanding the foregoing, or if it refuses or fails to perform the work and services provided by this Agreementhowever, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any term, covenant or provision of this Agreement, ENGINEER shall be considered in default, and OWNER may, without prejudice to any other right or remedy, Owner may terminate this Agreement if one or more of the following events shall occur: (a) the filing by Developer of a voluntary petition in whole bankruptcy, the filing by a creditor of an involuntary petition in bankruptcy which is not dismissed within sixty (60) days, the adjudication of Developer as bankrupt or in partinsolvent, in writingthe filing by Developer of any petition or answer seeking any reorganization, provided that ENGINEER shall be given; arrangement, composition, readjustment, liquidation, dissolution, assignment for the benefit of creditors, or similar relief for debtors; (1b) a failure by Developer to pay any amounts or monetary obligations due and owing to Owner which is not less than cured within ten (10) calendar business days following receipt of written notice by Owner specifying such default; (delivered c) failure by certified mailDeveloper to achieve Completion within one hundred twenty (120) days after the scheduled date of Completion as set forth in the Final Project Schedule, return receipt requestedsubject to Force Majeure Events, delays resulting from change orders approved or deemed approved by Owner, or delays resulting from any arbitration proceedings pursuant to Section 7.22; (d) a good faith determination by Owner that Developer is not developing the Project in a manner satisfactory to Owner, provided that (i) Owner shall have notified Developer in writing of OWNERS’S intent such dissatisfaction, (ii) Developer shall have failed to terminate; cure Owner’s dissatisfaction within thirty (30) days after the giving of such notice, and (2iii) a final decision shall have been issued in an opportunity arbitration proceeding under Section 7.22 of this Agreement that Developer has not discharged its duties hereunder in a manner consistent with the standards set forth in Section 1.2 hereof; (e) a good faith determination by Owner that completion of the Project is not economically feasible (provided, however, that Owner must abandon the Project for consultation with OWNER prior at least one (1) year and not continue construction thereof); (f) the costs of the Project exceed the amount scheduled in the Final Development Budget by more than thirty percent (30%); (g) a material default by Developer under this Agreement that is not cured within thirty (30) days following receipt of written notice from Owner specifying the default; provided, however, that if such default cannot be cured within such thirty (30) day period through the use of diligent efforts, such period shall be extended for an additional thirty (30) days; provided, further, that if Developer promptly commences such cure and thereafter diligently prosecutes such cure but is unable to terminationcomplete such cure within the aforesaid two thirty (30) day periods, Developer shall be afforded an additional thirty (30) days to complete such cure; (h) Owner sells the Property, at Owner’s election, and in connection with such sale Owner pays to Developer all amounts required under this Agreement and the Hotel LLC Agreement (as hereinafter defined); (i) a reasonable opportunity failure by Developer to cure maintain steady progress of the default. In determining the amount of final payment Final Project Schedule, except as may otherwise be approved by Owner and subject to be made Force Majeure Events, delays resulting from change orders approved or deemed approved by Owner, or delays resulting from arbitration proceedings pursuant to ENGINEER upon such Section 7.22; (j) a termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made cause of the development agreement executed between Condo Owner Affiliate and Developer with respect to the extent of Residential Condominium Project, it being agreed that any additional costs incurred or reasonably foreseen by OWNER to be incurred termination by reason of ENGINEER’S default. 9.2 This Agreement may be terminated provisions such as those set forth in whole or in part in writing by OWNER for OWNER’S convenience; provided that ENGINEER is given: (1Sections 4.2(a)-(g) not less than TEN (10and 4.2(i) calendar days written notice (delivered certified mail, return receipt requested) of intention to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S compensation shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of for the OWNER’S convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER in performing this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S default, it is determined that ENGINEER was not in default, the termination above shall be deemed a termination for cause; or (k) the ▇▇▇▇▇ Investor (as such term is defined in the Limited Liability Company Agreement of Owner (the “Hotel LLC Agreement”)) ceases to have been effected for be a Member of Owner and in connection therewith the convenience ▇▇▇▇▇ Investor is paid any amount due to the ▇▇▇▇▇ Investor under this Agreement and the Hotel LLC Agreement by reason of OWNER. 9.5 Notwithstanding any other provision termination of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then OWNER shall have the right to terminate this Agreement without written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. OWNER agrees that it will make its best efforts to obtain sufficient funds, including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full.

Termination by Owner. 9.1 If ENGINEER becomes insolventNotwithstanding anything contained in this Agreement to the contrary, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any term, covenant or provision of this Agreement, ENGINEER shall be considered in default, and OWNER may, without prejudice to any other right or remedy, Owner may terminate this Agreement if one or more of the following events shall occur: (a) the filing by Developer of a voluntary petition in whole bankruptcy, the filing by a creditor of an involuntary petition in bankruptcy which is not dismissed within sixty (60) days, the adjudication of Developer as bankrupt or insolvent, the filing by Developer of any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, assignment for the benefit of creditors, or similar relief for debtors; (b) a failure by Developer to pay any amounts or monetary obligations due and owing to Owner which is not cured within three (3) business days following receipt of written notice by Owner specifying such default; (c) Completion of the Project is delayed (or in partOwner’s reasonable judgment will be delayed) beyond the scheduled date of Completion set forth in the Final Project Schedule, and/or the costs of the Project exceed (or in writingOwner’s reasonable judgment will exceed) the amount set forth in the Final Development Budget to such an extent that the Development Fee will be decreased by an amount equal to thirty percent (30%) of the budgeted Development Fee pursuant to the provisions of Exhibit G; (d) a good faith determination by Owner that Developer is not developing the Project in a manner satisfactory to Owner, provided that ENGINEER (i) Owner shall be given; (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of OWNERS’S intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure the default. In determining the amount of final payment to be made to ENGINEER upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by OWNER to be incurred by reason of ENGINEER’S default. 9.2 This Agreement may be terminated in whole or in part have notified Developer in writing by OWNER for OWNER’S convenience; provided that ENGINEER is given: (1) not less than TEN (10) calendar days written notice (delivered certified mail, return receipt requested) of intention to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER’S compensation shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default of for the OWNER’S convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwisesuch dissatisfaction, and (2ii) deliver or otherwise make available Developer shall have failed to OWNER all datacure Owner’s dissatisfaction within sixty (60) days after the giving of such notice; (e) a good faith determination by Owner, drawingsafter a review of the status of the Project and a review of current market conditions, specificationsthat completion of the Project is not economically feasible; (f) a material default by Developer under this Agreement that is not cured within thirty (30) days following receipt of written notice from Owner specifying the default; provided, reportshowever, estimatesthat if such default cannot be cured within such thirty (30) day period through the use of diligent efforts, summariessuch period shall be extended for an additional thirty (30) days; provided, further, that if Developer promptly commences such cure and thereafter diligently prosecutes such cure but is unable to complete such cure within the aforesaid two thirty (30) day periods, Developer shall be afforded an additional thirty (30) days to complete such cure. (g) Owner sells the Property, at Owner’s election. (h) Cordillera Partners, LLC, a Delaware limited liability company and an affiliate of Developer (“CP Investor”), defaults in any of its obligations under that certain Limited Liability Company Agreement of Behringer Harvard Cordillera, LLC dated as of May 10, 2007 (the “Owner LLC Agreement”), and such other informationdefault is not cured within any applicable notice or grace period; provided, materials or documents as may have been accumulated by ENGINEER in performing however, that for purposes of this Agreement, whether completed or in process. 9.4 If, after termination for ENGINEER’S default, it is determined that ENGINEER was not in defaultSection 5.2(h), the termination shall be deemed to have been effected for the convenience of OWNER. 9.5 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of CP Investor to make a capital contribution to Owner shall not be considered such a default.. (i) CP Investor ceases to own any entity to appropriate funds or otherwise, then OWNER shall have the right to terminate this Agreement without written notice documenting the lack of funding, interest in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. OWNER agrees that it will make its best efforts to obtain sufficient funds, including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in fullOwner.