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Page 2 of 36 <br />20016287.14 <br />2.2. Sponsor’s Right to Terminate; Repayment upon Termination. Sponsor may at <br />any time terminate the Agreement or a Project Supplement by giving ten (10) days’ <br />written notice to the TA of its election to do so. Upon such termination, Sponsor will not <br />be reimbursed for any further Scope of Work Costs associated with the Agreement or <br />the Project Supplement, as applicable, and will reimburse the TA for all monies paid by <br />the TA and costs incurred by the TA in connection with the applicable Scope of Work as <br />well as all reasonable costs and expenses incurred to effect such termination within <br />ninety (90) days of the TA’s submission to Sponsor of a detailed statement of such <br />payments and costs. <br />2.3. Termination by the TA. The TA may terminate this Agreement or a Project <br />Supplement, with or without cause, by giving ten (10) days’ written notice of such <br />termination. <br />If the TA terminates the Agreement for Sponsor’s default, Sponsor will reimburse the TA <br />for all funds paid to Sponsor in connection with all Scopes of Work, and for all costs <br />incurred by the TA in connection with the Scope of Work as well as all reasonable costs <br />and expenses incurred to effect such termination, within ninety (90) days of the TA’s <br />submission to Sponsor of a detailed statement of such payments and costs. <br />If the TA terminates a Project Supplement for Sponsor’s default, Sponsor will reimburse <br />the TA for all funds paid to Sponsor in connection with the Scope of Work for the <br />applicable Project Supplement, and for all costs incurred by the TA in connection with <br />the Scope of Work as well as all reasonable costs and expenses incurred to effect such <br />termination, within ninety (90) days of the TA’s submission to Sponsor of a detailed <br />statement of such payments and costs. <br />If the TA terminates the Agreement or a Project Supplement for convenience, the TA is <br />obligated to pay to Sponsor all costs and expenses incurred thereunder by Sponsor up <br />to the date of notice of termination, as well as all reasonable costs and expenses <br />incurred to effect such termination. <br />2.4. Expiration/Suspension of TA’s Financial Obligations. Any and all financial <br />obligations of the TA pursuant to this Agreement expire upon the expenditure of TA’s <br />maximum contribution to each Scope of Work as established in each Project <br />Supplement or the conclusion of the Term as defined in Section 2.1, whichever occurs <br />first. The TA reserves the right to suspend its financial obligation, with ten (10) days’ <br />advance notice, if Sponsor identifies a risk of not being able to complete a Scope of <br />Work within budget. If Sponsor cannot provide a credible funding plan acceptable to the <br />TA to fund and complete each Scope of Work, the Sponsor will be in default and the TA <br />may terminate this Agreement. If Sponsor identifies a risk of not being able to complete <br />each Scope of Work within budget, failure to report such risk to the TA constitutes <br />default and is cause for termination under Section 2.3. <br />2.5. Supplementing Existing Revenue. Sponsor agrees that it will use funds provided <br />pursuant to this Agreement to supplement existing revenue. Sponsor will not use <br />Measures A/W Funds to replace other local taxes or revenues already programmed and <br />available for use for the same purpose. Sponsor will use funds provided pursuant to this <br />Agreement only for the Scope of Work for each Project Supplement. <br />6.C. - Page 8 of 44 <br />26