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HOMERELD <br /> E N E R G Y <br /> C. In the case of noncompliance with a material provision of this Agreement, <br /> declare this Agreement to be terminated. If the Parties are unable to <br /> agree upon an amendment to this Agreement, within the prescribed time <br /> after entering into negotiations, the adversely affected Party shall have <br /> the right, upon ten (10) days prior written notice, to terminate this <br /> agreement, in addition to any other remedies available at law or In equity. <br /> B. Circumstance Leading to Termination. This Agreement may be terminated early in <br /> the following circumstances: <br /> 1. Non-Compliance. If the defaulting Party fails to comply with any material term or <br /> condition of this Agreement, provided the failure continues beyond the Cure Period <br /> and written Notice of such failure is provided to the defaulting Party. <br /> Material terms and conditions include but are not limited to: <br /> a. A breach of the confidentiality provisions in Article 10 of this Agreement; <br /> b. Homeffeld's disqualification as an ARES due to a lapse or revocation of any <br /> required license or certification required to perform the obligations set forth <br /> herein;or <br /> c. Any act or omission that constitutes a willful or wanton deception by <br /> affirmative statement or practice,or by omission,fraud, misrepresentation, or <br /> a bad faith practice. <br /> 2. Regulatory Event. The following shall constitute a"Regulatory Event": <br /> a. Illegality. It becomes unlawful for a Party to perform any obligation under <br /> this Agreement due to the adoption of,change in, or change in the <br /> interpretation of any applicable law by any judicial or government <br /> authority with competent jurisdiction. <br /> b. Adverse Government Action. A regulatory, legislative or judicial body <br /> (A) requires a material change to the terms of this Agreement that <br /> materially or adversely affects a Party or(8)takes action that adversely <br /> and materially impacts a Party's ability to perform,or requires a delay in <br /> the performance of this Agreement that either Party determined to be <br /> unreasonable or(C)orders a change or modification that affect the <br /> Program such that either Party's obligations hereunder are materially <br /> changed(including the capacity market changes contemplated in FERC <br /> docket ER11-4081), and the charge is not deemed a Force Majeure <br /> Event. <br /> 12 <br />