105 Subject to clause 106, if the Secretary of State terminates this Agreement for reasons other than:
a) that a Special Measures Termination Event occurs,
b) that the Academy no longer has the characteristics set out in clause 10 of this Agreement, or is no longer meeting the conditions and requirements set out in clauses 12-33B of this Agreement;
c) this Agreement is terminated under clause 60A;
d) [this Agreement is terminated under clause 102D, where failure to enter into the legal agreements and/or to amend this Agreement or the Articles of Association is due to the acts or omissions of the Academy Trust;
e) this Agreement is terminated under clause 102E, where the Academy Trust has failed to act reasonably;]
f) that the Academy Trust is otherwise in material breach of the provisions of this Agreement; or
g) that the Academy Trust is in material breach of the provisions of the [Development and School Agreement] [School Agreement] and/or the Principal Agreement,
the Secretary of State shall indemnify the Academy Trust.