This page, Article 8. Early Termination, is offered by

Article 8. Early Termination

For purposes of this Article 8, “cure” means, with respect to a particular ground for termination, that the Party has taken actions to eliminate or mitigate to the reasonable satisfaction of the other Parties the grounds for such termination, including by implementing appropriate procedures or controls.

Table of Contents

Section 8.01 Early Termination Rights

This PFS Contract, or a particular Party to the PFS Contract, as set forth below, may be terminated for the following grounds and may not be terminated for any other reason or under any other theory whatsoever:

(a) Mutual Consent. The written mutual consent of the Parties in accordance with the terms of such written mutual consent.

(b) Service Commencement Date. If the Financing Condition is not met in accordance with Section 1.02 hereof by December 31, 2016. (

c) Systemic Under-Enrollment. JVS has not been able to enroll at least 450 participants across all Program Tracks by Q6. (d) Capital Shortfall. There exists a Capital Shortfall that is not cured as stated in Section 8.02

(d) below. (e) SFI, SFMA, JVS Material Breach; Bankruptcy. A material failure by SFI, SFMA or JVS to perform its respective obligations under this PFS Contract, subject to the cure provisions stated in Section 8.02

(e) below. If JVS, SFI or SFMA:

(i) commences a voluntary case under the federal bankruptcy laws, or shall become insolvent or unable to pay its debts as they become due, or shall make an assignment for the benefit of creditors, or shall apply for, consent to or acquiesce in the appointment of, or taking possession by, a trustee, receiver, custodian or similar official or agent for itself or any substantial part of its property;

(ii) has a trustee, receiver, custodian or similar official or agent appointed for it or for any substantial part of its property and such trustee or receiver shall not be discharged within sixty (60) days; or 

(iii) has an order or decree for relief in an involuntary case under the federal bankruptcy laws entered against it, or a petition seeking reorganization, readjustment, arrangement, composition, or other similar relief as to it under the federal bankruptcy laws or any similar law for the relief of debtors shall be brought against it and shall be consented to by it or shall remain undismissed for sixty (60) days.

(f) Commonwealth Material Breach, including Payment Failure. A material failure by the Commonwealth to meet its obligations under Section 4.03, or Section 7.03 hereof, subject to any cure provisions in Section 8.02 (f) below.

Section 8.02 Remedies in the Event of Termination

In the event of the occurrence of one or more of the grounds for termination set forth in Section 8.01, the remedies provided in this Section 8.02 are the exclusive and sole remedy of any Party in connection with a termination of this PFS Contract. (

a) Mutual Consent. Upon a termination pursuant to Section 8.01(a) (Mutual Consent), this PFS Contract will terminate in accordance with the Parties’ agreedupon terms, provided that the Commonwealth shall remain obligated to make Success Payments, if any, in accordance with Section 5 of Schedule E.

(b) Service Commencement Date. JVS or the Commonwealth may terminate this PFS Contract pursuant to Section 8.01(b) (Service Commencement Date) provided that SFI may, at its option, present a remediation plan to the Operating Committee for its consideration. If the Parties agree to a remediation plan, then this PFS Contract will not terminate, and will be amended in accordance with Section 10.02. If the Parties do not agree to a remediation plan, this PFS Contract will terminate as to all Parties effective immediately, and the Parties shall have no further obligations or liabilities in connection with this PFS Contract including any obligations under Section 5 of Schedule E.

(c) Systemic Under-Enrollment. Upon the occurrence of Section 8.01(c) (Systemic Under-Enrollment), the Commonwealth or SFI may elect to terminate this PFS Contract by providing notice of its intent to terminate to all other Parties. JVS may, within 15 days after receipt of such notice, present a remediation plan to the Operating Committee for its consideration. The final remediation plan will be presented to the Oversight Committee for approval within 30 days following such notice of intent to terminate. If the Parties agree to a remediation plan, then this PFS Contract will not terminate, and will be amended, if necessary, in accordance with Section 10.02. If the Parties do not agree to a remediation plan, or if JVS does not present a remediation plan within the time frame stated above, the Commonwealth or SFI may then terminate this PFS Contract by written notice to all other Parties; provided, however, that the giving of such notice or the receipt thereof shall not be a condition precedent to such termination. Upon such notice, no additional participants shall be enrolled in any of the Program Tracks and JVS Services will continue for any remaining participants. Termination of this PFS Contract as to all Parties will be effective on a date to be agreed upon by the Operating Committee, which will be sufficient to allow for an orderly wind-up of the PFS Project, including but not limited to completion of such JVS Services and any evaluation in accordance with Schedule C, Evaluation Plan or early evaluation in accordance with Section 5 of Schedule E, Funding Plan. The Parties shall comply with the Wind-Up procedures set forth in Section 5 of Schedule E, including payment of Success Payments, if any.

(d) Capital Shortfall. SFI shall provide notice to all other Parties of a Capital Shortfall (Section 8.01(d) above) that has not been cured within 30 days following a Capital Call Date, as set forth in Section 4.05 hereof. SFI may, within 15 days of providing such notice, present a remediation plan to the Operating Committee for its consideration. The final remediation plan will be presented to the Oversight Committee for approval within 15 days following presentation of such remediation plan. If the Parties agree to a remediation plan, then this PFS Contract will not terminate, and will be amended, if necessary, in accordance with Section 10.02. If the Parties do not agree to a remediation plan, or if SFI does not present a remediation plan within the time frame stated above, the Commonwealth or JVS may then terminate this PFS Contract by written notice to all other Parties; provided, however, that the giving of such notice or the receipt thereof shall not be a condition precedent to such termination. Upon such notice, no additional participants shall be enrolled in any of the Program Tracks, and JVS Services will continue for any remaining participants. Termination of this PFS Contract as to all Parties will be effective on a date to be agreed upon by the Operating Committee, which will be sufficient to allow for an orderly wind-up of the PFS Project, including but not limited to completion of such JVS Services and any evaluation in accordance with Schedule C, Evaluation Plan or early evaluation in accordance with Section 5 of Schedule E, Funding Plan. The Parties shall comply with the Wind-Up procedures set forth in Section 5 of Schedule E, including payment of Success Payments, if any.

(e) Material Breach or Bankruptcy by SFI, SFMA, or JVS. Upon the occurrence of Section 8.01(e) (SFI, SFMA, JVS Material Breach; Bankruptcy), any nonbreaching Party may elect to terminate this PFS Contract by providing notice of its intent to terminate to all other Parties. The breaching party will then be given 30 days in which to cure the alleged breach, provided that the non-breaching parties may extend the cure period if the breaching party is proceeding with diligence to eliminate or mitigate the grounds for such termination. If at the end of such period (and any extension thereof), the breaching party has not eliminated or completely mitigated such grounds for termination to the satisfaction of the non-breaching parties, any non-breaching Party, together with the Commonwealth, may then terminate this PFS Contract by written notice to all other Parties; provided, however, that the giving of such notice or the receipt thereof shall not be a condition precedent to termination. Upon such notice, no additional participants shall be enrolled in any of the Program Tracks, and JVS Services will continue for any remaining participants. Termination of this PFS Contract as to all Parties will be effective on a date to be agreed upon by the Operating Committee, which will be sufficient to allow for an orderly wind-up of the PFS Project, including but not limited to completion of such JVS Services and any evaluation in accordance with Schedule C, Evaluation Plan or early evaluation in accordance with Section 5 of Schedule E, Funding Plan. The Parties shall comply with the Wind-Up procedures set forth in Section 5 of Schedule E, including payment of Success Payments, if any. In the event of a material breach by SFI or SFMA, the Commonwealth and JVS may, at their option, follow the steps set forth in Section 8.02 (e)(i) or (ii) as an alternative to terminating this PFS Contract as stated above.

(i) New Intermediary. Upon a material breach or bankruptcy by SFI or SFMA, either the Commonwealth or JVS may propose an entity or a list of entities to replace SFI or SFMA, or both, under this PFS Contract within 30 calendar days of the expiration of the cure period under Section 8.02(e). The proposed replacement(s) must be approved in writing by both the Commonwealth and JVS and shall be subject to the consent of the Funding Partners. Upon such approval, such entity will replace SFI under this PFS Contract. SFI and/or SFMA will promptly assign to the entity so chosen (the “New Intermediary”) all of its rights under this PFS Contract and the New Intermediary will assume all obligations of SFI and/or SFMA under this PFS Contract. SFI and/or SFMA shall make available to the New Intermediary all information in its possession that is reasonably required to perform its obligations under this PFS Contract, provided that the New Intermediary shall agree in writing to be subject to Article 9 hereof prior to the delivery of such information. Following the assignment and assumption pursuant to Section 8.02 (e)(i), SFI and/or SFMA will have no further liability under this PFS Contract except pursuant to Article 9.

(ii) Wind Up. If the Commonwealth and JVS fail to agree on a New Intermediary under Section 8.02(e)(i) or fail to act within 60 days of the expiration of the cure period under Section 8.02(e), then either Party may then terminate this PFS Contract by written notice to all other Parties; provided, however, that the giving of such notice or the receipt thereof shall not be a condition precedent to termination. Upon such notice, no additional participants shall be enrolled in any of the Program Tracks, and JVS Services will continue for any remaining participants. Termination of this PFS Contract as to all Parties will be effective on a date to be agreed upon by the Operating Committee, which will be sufficient to allow for an orderly wind-up of the PFS Project, including but not limited to completion of such JVS Services and any evaluation in accordance with Schedule C, Evaluation Plan or early evaluation in accordance with Section 5 of Schedule E, Funding Plan. The Parties shall comply with the Wind-Up procedures set forth in Section 5 of Schedule E, including payment of Success Payments, if any.

(f) Material Breach by the Commonwealth. Upon the occurrence of Section 8.01(f) (Commonwealth Material Breach), either SFI or JVS may elect to terminate this PFS Contract by providing a notice of intent to terminate to the Commonwealth. Upon a failure to comply with its obligations under Section 4.03, the Commonwealth shall have 5 business days to cure such breach, provided that JVS or SFI may extend the cure period if the Commonwealth is proceeding with diligence to eliminate or mitigate the grounds for such termination. If at the end of such cure period, the Commonwealth has not cured such breach, SFI may then terminate this PFS Contract by written notice to the Commonwealth; provided, however, that the giving of such notice or the receipt thereof shall not be a condition precedent to such termination. Upon such notice, no additional participants shall be enrolled in any of the Program Tracks, and JVS Services will continue for any remaining participants. Termination of this PFS Contract as to all Parties will be effective on a date to be agreed upon by the Operating Committee, which will be sufficient to allow for an orderly wind-up of the PFS Project, including but not limited to completion of such JVS Services and any evaluation in accordance with Schedule C, Evaluation Plan or early evaluation in accordance with Section 5 of Schedule E, Funding Plan. The Parties shall comply with the Wind-Up procedures set forth in Section 5 of Schedule E, including payment of Success Payments, if any.

Upon a failure to comply with its obligations under Section 7.03, the Commonwealth shall have 30 days in which to cure such breach, provided that SFI and JVS may extend the cure period if the Commonwealth is proceeding with diligence to eliminate or mitigate the grounds for such breach. If at the end of such cure period (and any extension thereof), the Commonwealth has not cured such breach, the Commonwealth may present a remediation plan. If the Parties do not agree to the remediation plan or if no remediation plan is presented, SFI or JVS may then terminate this PFS Contract by written notice to the Commonwealth; provided, however, that the giving of such notice or the receipt thereof shall not be a condition precedent to such termination. Upon such notice, no additional participants shall be enrolled in any of the Program Tracks, and JVS Services will continue for any remaining participants. Termination of this PFS Contract as to all Parties will be effective on a date to be agreed upon by the Operating Committee, which will be sufficient to allow for an orderly wind-up of the PFS Project, including but not limited to completion of such JVS Services and any evaluation in accordance with Schedule C, Evaluation Plan or early evaluation in accordance with Section 5 of Schedule E, Funding Plan. The Parties shall comply with the Wind-Up procedures set forth in Section 5 of Schedule E, including payment of Success Payments, if any.

(g) Wind-Up procedures. In the event of a notice of termination of JVS Services pursuant to Section 8.02, the Parties will work together to ensure responsible wind-up of JVS Services, and shall follow the procedures set forth in Section 5 of Schedule E.

Section 8.03 Return of Information and Materials

Following a termination or expiration of this PFS Contract, each Party will immediately return to the other Party all Confidential Information in its possession or in the possession or under the control of any of their employees which relates to the PFS Contract, or certify as to the destruction of such materials.

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