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and (c) the Board of Control has accepted the Demonstration System <br />and ordered it put into operation. SAWPA shall continue to operate <br />and maintain the Demonstration System until this Agreement is <br />terminated by mutual agreement of the PARTIES or until any PARTY <br />terminates this Agreement at its option, and without prejudice to <br />any other remedy to which it may be entitled at law or in equity, by <br />giving the other PARTY written notice of termination if any of the <br />following events occurs: <br />a. The notified PARTY fails to perform to the <br />satisfaction of any other PARTY or has defaulted in the <br />performance of any obligation or payment of any indebtedness <br />under this Agreement and has failed to cure the default within <br />ten (10) days after written notice of the default has been <br />given by the non -breaching PARTY. <br />b. After good faith negotiations, the PARTIES fail to <br />agree on the purposes, expenses, operations, or other material <br />aspects of the Demonstration System. <br />C. The Demonstration System fails to perform to the <br />satisfaction of both PARTIES. <br />d. Circumstances arise which are beyond the control of <br />the PARTIES (such as court orders or regulatory decisions) and <br />which make the cessation of the Demonstration System desirable <br />or necessary. <br />e. Upon termination of the COORDINATED AGREEMENT. <br />9 <br />