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F. Termination Procedure (1) Termination. Lead Entity may immediately terminate this Agreement by giving reasonable written notice of termination to the Subrecipient for any of the following occurrences: (a) Failure of Subrecipient to fulfill in a timely and proper manner any of its obligations under the Program or this Agreement. (b) Failure of Subrecipient to submit complete and accurate reports. (c) Failure of Subrecipient to use the Subgrant Funds for the stated purposes of the Program and this Agreement. (d) A determination by Lead Entity, prior to issuance of a notice to proceed to Subrecipient under Section 5 of this Agreement, that Lead Entity has received insufficient grant funds from Grantor to provide Subgmnt Funds to Subrecipient. (2) Effects of Termination. Within thirty (30) days after termination of this Agreement, Subrecipient shall surrender all reports, documents, and other materials assembled and prepared pursuant to this Agreement. After receiving written notice of termination, Subrecipient shall incur no new obligations and shall cancel as many outstanding obligations as possible. Upon compliance with this paragraph, Subrecipient shall receive compensation for all activities that can be reimbursed under the terms and conditions of the Program, if any, to the effective date of termination. (3) Forbearance Not a Waiver. No act of forbearance or failure to insist on the prompt performance by Subrecipient of its obligations under the Program or this Agreement, either express or implied, shall be construed as a waiver by Lead Entity of any of its rights hereunder. 10. MISCELLANEOUS A. Entire Agreement. This Agreement and any documents referred to herein constitute the complete understanding of the parties and merge and supersede any and all other discussions, agreements and understandings, either oral or written, between the parties with respect to the subject matter hereof. B. Amendments or Modifications. Either party may at any time during the term of this Agreement request amendments or modifications. The parties shall agree in writing to any amendments or modifications.