20.1.1 Termination Procedure

Upon the occurrence of a Company Event of Default or an LGU Event of Default, the following procedure shall apply:

(a)  The non-defaulting Party may give a notice (a "Termination Notice") to the defaulting Party, specifying in reasonable detail the Event of Default and the date on which the non-defaulting Party proposes to terminate this Agreement. Except in the case of paragraphs (b) and (c) below, the Agreement may be terminated on any date specified by the non-defaulting Party in the Termination Notice.

(b)  If a Company Event of Default occurs under Section 15.1(c) or Section 15.1(d), the LGU may provide written notice of default to the Company (a "Notice of Company Event of Default") within five (5) Days of becoming aware of the Company Event of Default. The Company shall have thirty (30) Days from its receipt of the Notice of Company Event of Default in which to cure such Company Event of Default. If the Company needs more than that period to cure the default, the Company shall deliver to the LGU a plan (the "Company Rectification Plan") within ten (10) Days from the receipt of the Notice of Company Event of Default (or within such longer time as the LGU may approve), specifying the remedial actions the Company plans to take and the number of Days necessary to correct such Company Event of Default. The Company Rectification Plan shall be subject to the LGU's prior written approval, which should not be unreasonably withheld. If (i) such Company Event of Default is not cured within the thirty (30)-Day period (or such longer period as the LGU may have approved), (ii) the Company is not consistently striving to cure such Company Event of Default, or (iii) the LGU withholds its approval of the proposed Company Rectification Plan for valid reasons after not less than ten (10) Days following its submittal, the LGU shall have the immediate right to terminate this Agreement by delivering a Termination Notice to the Company, which termination shall be effective as of the date specified by the LGU in the Termination Notice, which shall be not less than thirty (30) Days from the date the Company receives the Notice of Company Event of Default.

(c)  If an LGU Event of Default occurs under Section 15.2 (a) or Section 15.2 (c) the Company may provide written notice of default to the LGU (a "Notice of LGU Event of Default") within five (5) Days of becoming aware of the LGU Event of Default. The LGU shall have thirty (30) Days from its receipt of the Notice of LGU Event of Default in which to cure such LGU Event of Default. If the LGU needs more than that period to cure the default, the LGU shall deliver to the Company a plan (the "LGU Rectification Plan") within ten (10) Days from the receipt of the Notice of LGU Event of Default (or within such longer time as the Company may approve), specifying what remedial actions the LGU plans to take and the number of Days necessary to cure such LGU Event of Default. The LGU Rectification Plan shall be subject to the Company's prior written approval, which should not be unreasonably withheld. If (i) the LGU Event of Default is not cured within the thirty (30)-Day period (or such longer period as the Company may approved), (ii) the LGU is not consistently working to cure such LGU Event of Default, or (iii) the Company reasonably withholds its approval of the proposed LGU Rectification Plan after not less than ten (10) Days following its submittal, the Company shall have the immediate right to terminate this Agreement by delivering a Termination Notice to the LGU, which termination shall be effective as of the date specified by the Company in the Termination Notice, which shall be not less than thirty (30) Days from the date the LGU receives the Notice of LGU Event of Default.