Common use of Existing Contracts Clause in Contracts

Existing Contracts. 13.4.1 Notwithstanding anything contained herein, the Facility Manager agrees and acknowledges that Existing Contracts shall continue to subsist for the duration of the entire tenure stated in the respective contract thereof, and the Facility Manager shall not be entitled to terminate and/ or require the termination of such existing Sub- Licenses/ Contracts, save and except according to the terms thereof. Provided that the Parties shall co-ordinate with the MOR and/ or Railway Administration to procure the Novation of the said existing Sub-Licenses/ contracts, such that the Facility Manager shall be entitled to receive all payments due to MOR and/ or Railway Administration thereunder on and from the SFMA Appointed Date, and the Facility Manager shall provide Authority all reasonable assistance in the said Novation, including by way of executing all necessary deeds, documents, instruments and/ or agreements as may be required to give effect to such Novation. Provided that: (i) The Facility Manager shall not be required to provide any further consideration to Authority/ MOR and/ or Railway Administration / existing sub-licensees (for such Existing Contracts) in respect of such Novation, save and except that stamp duty and registration charges (if any) under Applicable Laws shall be borne by the Facility Manager. (ii) In the event that Authority is unable to procure the Novation of any Existing Contract(s) in favour of the Facility Manager, then Authority shall ensure that the entire revenues/ receivables in connection with such Existing Contract, are within 30 (thirty) days of the same being received by MOR/ Railway Administration duly transferred to the Facility Manager by way of a deposit to the Escrow Account (whereupon the same shall form a part of the Station Revenue). (iii) Where the Facility Manager receives any monies under any Existing Contract on or prior to the SFMA Appointed Date, the same shall be held in trust for the exclusive benefit of Authority, and the Facility Manager shall forthwith, on demand pay all amounts in respect thereof to Authority (or its nominee, including the Railway Administration). 13.4.2 The Facility Manager shall, from the SFMA Appointed date, honour all Existing Contracts and agreements between Authority and any third party as relatable to the Station Area (as set forth under Schedule 8 (Existing Contracts)), as if Facility Manager was an original party to such contracts and agreements instead of Authority and towards this end shall perform all responsibilities, liabilities and obligations of Authority at Facility Manager’s risk and cost (including payment/receipts obligations to/from counter parties). The Facility Manager undertakes that any Existing Contract / third party contract that cannot be specifically novated in favour of the Facility Manager, for any reason whatsoever, shall also be performed by the Facility Manager (at its own risk and cost) for and on behalf of Authority. 13.4.3 The Facility Manager shall indemnify and keep indemnified the Indemnified Parties against any liabilities and/or costs arising under the Existing Contracts / third party agreements. Any benefits arising from such contracts shall also vest with Facility Manager.

Existing Contracts. 13.4.1 Notwithstanding anything contained herein, the Facility Manager agrees and acknowledges that Existing Contracts The JVC shall continue to subsist for the duration of the entire tenure stated in the respective contract thereoftake best efforts, and the Facility Manager AAI shall not be entitled render all reasonable assistance, to terminate and/ or require the termination of such transfer / novate AAI under all existing Sub- Licenses/ Contractscontracts and agreements between AAI and any third party, save and except according as relatable to the terms thereof. Provided that the Parties shall co-ordinate Airport, with the MOR and/ or Railway Administration to procure JVC, on the Novation principle that such transfer / novation would release AAI of the said existing Sub-Licenses/ contracts, all liabilities and obligations under such that the Facility Manager shall be entitled to receive all payments due to MOR and/ or Railway Administration thereunder on and from the SFMA Appointed Date, and the Facility Manager shall provide Authority all reasonable assistance in the said Novation, including by way of executing all necessary deeds, documents, instruments and/ contracts or agreements as may be required arising from and after the Effective Date (except those pertaining to give effect to Legacy Matters). The Parties, along with relevant third parties shall execute necessary documentation or put in place necessary arrangements for the aforesaid transfer / novation. The Parties expressly agree that in respect of existing arrangements of Indian Airlines Ltd. and Air India Ltd. for usage of land and/or building at the Airport and Public Sector oil companies in respect of common hydrant infrastructure for aircraft fuelling at the Airport, for which no express written contract has been executed or presently exists, such Novation. Provided that: existing arrangements shall continue for a period of six (i6) The Facility Manager months from the Effective Date and the JVC shall not be required to provide any further consideration to Authority/ MOR and/ or Railway Administration / existing sub-licensees (for during such Existing Contracts) period mutually agree with Indian Airlines Ltd., Air India Ltd. and Public Sector Oil companies in respect of such Novation, save and except that stamp duty and registration charges (if any) under Applicable Laws shall be borne by the Facility Manager. (ii) In the event that Authority is unable to procure the Novation of any Existing Contract(s) in favour of the Facility Manager, then Authority shall ensure that the entire revenues/ receivables in connection with such Existing Contract, are within 30 (thirty) days of the same being received by MOR/ Railway Administration duly transferred to the Facility Manager by way of a deposit to the Escrow Account (whereupon the same shall form a part of the Station Revenue). (iii) Where the Facility Manager receives any monies under any Existing Contract on or prior to the SFMA Appointed Date, the same shall be held in trust for the exclusive benefit of Authority, and the Facility Manager shall forthwith, on demand pay all amounts in respect thereof to Authority (or its nominee, including the Railway Administration). 13.4.2 The Facility Manager shall, from the SFMA Appointed date, honour all Existing Contracts and agreements between Authority and any third party as relatable to the Station Area (as set forth under Schedule 8 (Existing Contracts)), as if Facility Manager was an original party to such contracts and agreements instead of Authority and towards this end shall perform all responsibilities, liabilities and obligations of Authority at Facility Manager’s risk and cost (including payment/receipts obligations to/from counter parties)arrangements going forward. The Facility Manager undertakes Provided however that any Existing Contract / third party contract that cannot be specifically novated in favour of to the Facility Manager, JVC for any reason whatsoever, whatsoever shall also be performed by the Facility Manager JVC (at its own risk and cost) for and on behalf of Authority. 13.4.3 The Facility Manager AAI (as if the JVC was an original party to the said contracts, in place of AAI). Provided further that JVC shall indemnify and keep indemnified the Indemnified Parties AAI against any liabilities and/or liability or costs arising under such contracts (including, for the Existing Contracts / third party agreementsavoidance of doubt, contracts relating to capital works-in-progress included in the list of Mandatory Capital Projects), including specifically, payments due to the counter-parties of such contracts or to any other Entities pursuant to such contracts. Any benefits arising from such contracts shall also vest with Facility ManagerJVC. Nothing contained in this Article 5.2 (b) (i) shall prejudice the payment obligation of the JVC in respect of payments due from August 30, 2005 under contracts for capital works-in-progress as contained in Article 5.2 (b) (ii) hereof.

Existing Contracts. 13.4.1 Notwithstanding anything contained herein, All Third Party agreements to which Regeneron or its Affiliates is a party that are [***] related to the Facility Manager agrees and acknowledges that Existing Contracts shall continue to subsist for the duration Development or Commercialization of the entire tenure stated Product (including specialty pharmacy agreements) in the respective contract thereof, and Regeneron Field in the Facility Manager shall not be entitled to terminate and/ or require the termination of such existing Sub- Licenses/ Contracts, save and except according to the terms thereof. Provided that the Parties shall co-ordinate with the MOR and/ or Railway Administration to procure the Novation Territory as of the said existing Sub-Licenses/ contracts, such that the Facility Manager shall be entitled Effective Date and all agreements related to receive all payments due to MOR and/ or Railway Administration thereunder on and from the SFMA Appointed Date, and the Facility Manager shall provide Authority all reasonable assistance investigator initiated studies in the said Novation, including by way of executing all necessary deeds, documents, instruments and/ Territory whether in the Kiniksa Field or agreements as may be required to give effect to such Novation. Provided that: (i) The Facility Manager shall not be required to provide any further consideration to Authority/ MOR and/ or Railway Administration / existing sub-licensees (for such Existing Contracts) in respect of such Novation, save and except that stamp duty and registration charges (if any) under Applicable Laws shall be borne by the Facility Manager. (ii) In the event that Authority is unable to procure the Novation of any Existing Contract(s) in favour of the Facility Manager, then Authority shall ensure that the entire revenues/ receivables in connection with such Existing Contract, Regeneron Field are within 30 (thirty) days of the same being received by MOR/ Railway Administration duly transferred to the Facility Manager by way of a deposit to the Escrow Account (whereupon the same shall form a part of the Station Revenue). (iii) Where the Facility Manager receives any monies under any Existing Contract on or prior to the SFMA Appointed Date, the same shall be held in trust for the exclusive benefit of Authority, and the Facility Manager shall forthwith, on demand pay all amounts in respect thereof to Authority (or its nominee, including the Railway Administration). 13.4.2 The Facility Manager shall, from the SFMA Appointed date, honour all Existing Contracts and agreements between Authority and any third party as relatable to the Station Area (as set forth under on Schedule 8 3.5.2 (the agreements set forth on Schedule 3.5.2, as updated in accordance with this Section 3.5.2 (Existing Contracts)), as if Facility Manager was an original party to such contracts and agreements instead of Authority and towards this end shall perform all responsibilities, liabilities and obligations of Authority at Facility Manager’s risk and cost (including payment/receipts obligations to/from counter partiesthe “Existing Contracts”). The Facility Manager undertakes At least [***] days prior to the expected date of receipt of U.S. Marketing Approval, Regeneron will provide to Kiniksa an updated version of Schedule 3.5.2 (which for clarity will include any agreements that are [***] related to (a) investigator initiated studies in the Kiniksa Field or the Regeneron Field or (b) Regeneron Exploratory Clinical Studies in the Kiniksa Field, in each case, entered into by Regeneron pursuant to Section 3.6 (Investigator Initiated Studies and Regeneron Exploratory Clinical Studies).Within [***] days of receiving such updated Schedule 3.5.2 pursuant to the previous sentence, Kiniksa shall inform Regeneron in writing whether it wishes to be assigned any or all of such Existing Contracts set forth on Schedule 3.5.2 (as updated). On the date of receipt of U.S. Marketing Approval, at Kiniksa’s option, to the extent requested by Kiniksa pursuant to the previous sentence and subject to any required consents, Regeneron will assign and transfer to Kiniksa any so requested Existing Contracts set forth on Schedule 3.5.2 (as updated). If any consent cannot be obtained with respect to any Existing Contract / third party contract that cannot be specifically novated in favour set forth on Schedule 3.5.2 (as updated), then Regeneron shall, and shall cause its Affiliates to, use reasonable efforts [***] to obtain for Kiniksa substantially all of the Facility Manager, for any reason whatsoever, shall also be performed by the Facility Manager (at its own risk practical benefit and cost) for and on behalf of Authority. 13.4.3 The Facility Manager shall indemnify and keep indemnified the Indemnified Parties against any liabilities and/or costs arising burden under the such Existing Contracts / third party agreementsand pass through such benefits to Kiniksa [***]. Any benefits arising from such contracts shall also vest with Facility ManagerRegeneron will be solely responsible and liable for fulfillment of any commitments, and will pay any amounts due, pursuant to all agreements entered into by Regeneron related to the Product in the Regeneron Field prior to the date of receipt of U.S. Marketing Approval. For clarity, [***].

Existing Contracts. 13.4.1 Notwithstanding anything contained herein(a) Section 2.06 of the Disclosure Schedules contains a list as of the date hereof of (a) all services engagements and work-in-progress for which Seller has received a deposit or prepayment in respect thereof and for which services are currently being performed for Customers (inclusive of projects in progress) and all other existing Contracts with any Customer of the Business for ongoing projects, maintenance or support (collectively, the Facility Manager agrees and acknowledges that “Existing Contracts shall continue to subsist for Contracts”), (b) the duration amount of the entire tenure stated any deposit or prepayment received in the respective contract respect thereof, and (c) a description of the Facility Manager services to be performed or support provided under each such Existing Contract. Seller and Buyer agree that Buyer is not assuming any of Seller’s obligations or liabilities under the Existing Contracts. In furtherance thereof, immediately following the date of this Agreement, Seller shall (i) notify all applicable Customers to the Existing Contracts of the purchase and sale of the Business under this Agreement, (ii) advise each such Customer that the Existing Contract will be terminated, (iii) either (x) complete the remaining project or provide the remaining services or support thereunder or (y) refund any prepayments or deposits provided by the applicable Customer to Seller for the projects, services or support which will not be provided to the applicable Customer by the Seller after the Closing, and (iv) recommend that each Customer enter into a new Contract with Buyer for any required projects, services or support. For the avoidance of doubt, Buyer shall not be entitled to terminate and/ or require the termination of such existing Sub- Licenses/ Contracts, save and except according to the terms thereof. Provided that the Parties shall co-ordinate with the MOR and/ or Railway Administration to procure the Novation of the said existing Sub-Licenses/ contracts, such that the Facility Manager shall be entitled to receive all payments due to MOR and/ or Railway Administration thereunder on and from the SFMA Appointed Date, and the Facility Manager shall provide Authority all reasonable assistance in the said Novation, including by way of executing all necessary deeds, documents, instruments and/ or agreements as may be required to give effect to such Novation. Provided that: (i) The Facility Manager shall not be required to provide any further consideration to Authority/ MOR and/ or Railway Administration / existing sub-licensees (for such Existing Contracts) in respect of such Novation, save and except that stamp duty and registration charges (if any) under Applicable Laws shall be borne by the Facility Manager. (ii) In the event that Authority is unable to procure the Novation of any Existing Contract(s) in favour of the Facility Manager, then Authority shall ensure that the entire revenues/ receivables in connection with such Existing Contract, are within 30 (thirty) days of the same being received by MOR/ Railway Administration duly transferred to the Facility Manager by way of a deposit to the Escrow Account (whereupon the same shall form a part of the Station Revenue). (iii) Where the Facility Manager receives any monies under any Existing Contract on or prior to the SFMA Appointed Date, the same shall be held in trust for the exclusive benefit of Authority, and the Facility Manager shall forthwith, on demand pay all amounts in respect thereof to Authority (or its nominee, including the Railway Administration). 13.4.2 The Facility Manager shall, from the SFMA Appointed date, honour all Existing Contracts and agreements between Authority and any third party as relatable to the Station Area (as set forth under Schedule 8 (Existing Contracts)), as if Facility Manager was an original party to such contracts and agreements instead of Authority and towards this end shall perform all responsibilities, liabilities and obligations of Authority at Facility Manager’s risk and cost (including payment/receipts obligations to/from counter parties). The Facility Manager undertakes that any Existing Contract / third party contract that cannot be specifically novated in favour of the Facility Manager, responsible for any reason whatsoever, shall also be performed by the Facility Manager of Seller’s obligations (at its own risk and costwhether for payment or performance) for and on behalf of Authority. 13.4.3 The Facility Manager shall indemnify and keep indemnified the Indemnified Parties against any liabilities and/or costs arising under the Existing Contracts / third party agreements. Any benefits arising (all of which shall be Excluded Liabilities), and Buyer’s only obligations to the Customers shall be pursuant to any new Contracts entered into between Buyer and such Customers from such contracts and after Closing. (b) No later than thirty (30) days after the Closing Date, Seller shall also vest provide Buyer with Facility Manageran updated schedule of all Existing Contracts as of the Closing Date and any other evidence reasonably satisfactory to the Buyer to demonstrate that all Existing Contracts as of the Closing Date have been fully performed or terminated, that all deposits, prepayments or other refunds owing to the Customer thereunder have been paid in full and that all other liabilities or obligations thereunder have been satisfied or discharged in full.

Existing Contracts. 13.4.1 Notwithstanding anything contained hereinIf the First Party and a Downstream Participant acting as a Third Party have entered into an Underlying Agreement pertaining to the Covered Transaction that does not adhere to all of the contract requirements set forth in Cal. Civ. Code § 1798.100(d), the Facility Manager agrees First Party and acknowledges that Existing Contracts shall continue to subsist for the duration of the entire tenure stated in the respective contract thereofDownstream Participant further agree as follows, and the Facility Manager shall not be entitled to terminate and/ or require the termination of such existing Sub- Licenses/ Contracts, save and except according to the terms thereof. Provided that the Parties shall co-ordinate extent necessary to effectuate compliance with the MOR and/ or Railway Administration to procure the Novation of the said existing Sub-Licenses/ contracts, such that the Facility Manager shall be entitled to receive all payments due to MOR and/ or Railway Administration thereunder on and from the SFMA Appointed Date, and the Facility Manager shall provide Authority all reasonable assistance in the said Novation, including by way of executing all necessary deeds, documents, instruments and/ or agreements as may be required to give effect to such Novation. Provided thatthose requirements: (i1) The Facility Manager shall If the Underlying Agreement does not be required specify the limited and specified purposes for which the First Party has Sold or disclosed the Consumer’s Personal Information to the Downstream Participant in a way that adheres to Cal. Civ. Code § 1798.100(d)(1), the First Party and the Downstream Participant hereby agree that the limited and specified purposes are solely the Digital Advertising Activities; (2) If the Underlying Agreement does not obligate the Downstream Participant to comply with applicable obligations under the CPRA and to provide any further consideration to Authority/ MOR and/ or Railway Administration / existing sub-licensees (for such Existing Contracts) in respect the same level of such Novation, save and except that stamp duty and registration charges (if any) under Applicable Laws shall be borne privacy protection as is required by the Facility Manager.CPRA in a way that adheres to Cal. Civ. Code § 1798.100(d)(2), the Downstream Participant shall comply with all applicable obligations under the CPRA and to provide the same level of privacy protection as required by the CPRA; (ii3) In If the event that Authority is unable Underlying Agreement does not grant the First Party rights to procure the Novation of any Existing Contract(s) in favour of the Facility Manager, then Authority shall take reasonable and appropriate steps to help ensure that the entire revenues/ receivables in connection with such Existing Contract, are within 30 (thirty) days of Downstream Participant uses the same being received by MOR/ Railway Administration duly Consumer’s Personal Information transferred to the Facility Manager by way of a deposit it pursuant to the Escrow Account (whereupon Underlying Agreement in a manner consistent with the same shall form First Party’s obligations under the CPRA in a part of way that adheres to Cal. Civ. Code § 1798.100(d)(3), the Station Revenue).Downstream Participant hereby grants the First Party such rights; (iii4) Where If the Facility Manager receives any monies Underlying Agreement does not require the Downstream Participant to notify the First Party if it makes a determination that it can no longer meet its obligations under any Existing Contract on or prior to the SFMA Appointed DateCPRA, the same Downstream Participant shall be held in trust for so notify the exclusive benefit of AuthorityFirst Party; and (5) If the Underlying Agreement does not grant the First Party the right, and the Facility Manager shall forthwith, on demand pay all amounts in respect thereof to Authority (or its nomineeupon notice, including the Railway Administration). 13.4.2 The Facility Manager shall, from the SFMA Appointed date, honour all Existing Contracts and agreements between Authority and any third party as relatable to the Station Area (as set forth under Schedule 8 (Existing Contracts)notice contemplated by Section 11.2(c)(i)(4), as if Facility Manager was an original party to such contracts take reasonable and agreements instead of Authority appropriate steps to stop and towards this end shall perform all responsibilities, liabilities and obligations of Authority at Facility Manager’s risk and cost (including payment/receipts obligations to/from counter parties). The Facility Manager undertakes that any Existing Contract / third party contract that cannot be specifically novated in favour remediate unauthorized use of the Facility Manager, for any reason whatsoever, shall also be performed Consumer’s Personal Information by the Facility Manager (at its own risk and cost) for and on behalf of AuthorityDownstream Participant, the Downstream Participant hereby grants the First Party that right. 13.4.3 The Facility Manager shall indemnify and keep indemnified the Indemnified Parties against any liabilities and/or costs arising under the Existing Contracts / third party agreements. Any benefits arising from such contracts shall also vest with Facility Manager.

Existing Contracts. 13.4.1 Notwithstanding anything contained herein, the Facility Manager agrees and acknowledges that Existing Contracts shall continue to subsist for the duration of the entire tenure stated in the respective contract thereof, and the Facility Manager shall not be entitled to terminate and/ or require the termination of such existing Sub- Licenses/ Contracts, save and except according to the terms thereof. Provided that the Parties shall co-ordinate with the MOR and/ or Railway Administration to procure the Novation of the said existing Sub-Licenses/ contracts, such that the Facility Manager shall be entitled to receive all payments due to MOR and/ or Railway Administration thereunder on and from the SFMA Appointed Date, and the Facility Manager shall provide Authority all reasonable assistance in the said Novation, including by way of executing all necessary deeds, documents, instruments and/ or agreements as may be maybe required to give effect to such Novation. Provided that: (i) The Facility Manager shall not be required to provide any further consideration to Authority/ MOR and/ or Railway Administration / existing subSub-licensees Licensees (for such Existing Contracts) in respect of such Novation, save and except that stamp duty and registration charges (if any) under Applicable Laws shall be borne by the Facility Manager. (ii) In the event that Authority is unable to procure the Novation of any Existing Contract(s) in favour of the Facility Manager, then Authority shall ensure that the entire revenues/ receivables in connection with such Existing Contract, are within 30 (thirty) days of the same being received by MOR/ Railway Administration duly transferred to the Facility Manager by way of a deposit to the Escrow Account (whereupon the same shall form a part of the Station Revenue). (iii) Where the Facility Manager receives any monies under any Existing Contract on or prior to the SFMA Appointed Date, the same shall be held in trust for the exclusive benefit of Authority, and the Facility Manager shall forthwith, on demand pay all amounts in respect thereof to Authority (or its nominee, including the Railway Administration). 13.4.2 The Facility Manager shall, from the SFMA Appointed date, honour all Existing Contracts and agreements between Authority and any third party as relatable to the Station Area (as set forth under Schedule 8 (Existing Contracts)), as if Facility Manager was an original party to such contracts and agreements instead of Authority and towards this end shall perform all responsibilities, liabilities and obligations of Authority at Facility Manager’s risk and cost (including payment/receipts obligations to/from counter parties). The Facility Manager undertakes that any Existing Contract / third party contract that cannot be specifically novated in favour of the Facility Manager, for any reason whatsoever, shall also be performed by the Facility Manager (at its own risk and cost) for and on behalf of Authority. 13.4.3 The Facility Manager shall indemnify and keep indemnified the Indemnified Parties against any liabilities Liabilities and/or costs arising under the Existing Contracts / third party agreements. Any benefits arising from such contracts shall also vest with Facility Manager.

Existing Contracts. 13.4.1 Notwithstanding anything contained herein, The Existing Contracts for facility management shall be novated to the Facility Manager agrees and acknowledges that Existing Contracts shall continue to subsist for the duration of the entire tenure stated in the respective contract thereof, and the Facility Manager shall not be entitled to terminate and/ or require the termination of such existing Sub- Licenses/ Contracts, save and except according to the terms thereofmanager by IRSDC. Provided that the Parties shall co-ordinate with the MOR MoR and/ or Railway Administration to procure the Novation of the said existing Sub-Licenses/ contracts, such that the Facility Manager shall be entitled to receive all payments due to MOR MoR and/ or Railway Administration thereunder om behalf of the IRSDC (on and from the SFMA Appointed Date) shall be deposited in the Station Revenues Fund Account and shall be considered as Station Revenue, and the Facility Manager shall provide Authority IRSDC all reasonable assistance in the said Novationcollection of revenues as specified herein, including by way of executing all necessary deeds, documents, instruments and/ or agreements as may be maybe required to give effect to such Novationarrangement. Provided that: (i) The Facility Manager shall not be required to provide any further consideration to Authority/ MOR and/ or Railway Administration / existing sub-licensees (for such Existing Contracts) in respect of such Novation, save and except that stamp duty and registration charges (if any) under Applicable Laws shall be borne by the Facility Manager. (ii) In the event that Authority IRSDC is unable to procure any authorization on behalf of the Novation Facility manager for the collection of revenues under any Existing Contract(s) in favour of the Facility Manager, then Authority IRSDC shall ensure that the entire revenues/ receivables in connection with such Existing Contract, are within 30 (thirty) days of the same being received by MOR/ MoR/ Railway Administration duly transferred to the Facility Manager by way of a deposit to the Escrow Station Revenues Fund Account (whereupon the same shall form a part of the Station Revenue). Provided that if Appointed Date occurs after the date of novation of any contract, the Station Revenue in respect of such novated contract shall accrue to the Station Revenues Fund Account only from the Appointed Date. (ii) Facility Manager shall not be liable for any existing disputes in respect of the existing contracts. Any new cases arising out of existing contracts after novation shall be dealt with by the Facility Manager. (iii) Where Existing contracts which are IRCTC controlled stalls/food plaza for which Zonal Railway has no authority; the Facility Manager receives any monies under any Existing Contract on or prior to the SFMA Appointed Date, the same liability accruing and control over their stall/plaza shall be held dealt in trust for accordance with the exclusive benefit prevailing policy guidelines/directives of AuthorityRailway Board. (iv) While the contracts will be novated in favour of IRSDC, and the Facility Manager shall forthwithhave the sole power to enter into sub-license agreements, on demand pay all amounts terminate sub-license agreements and otherwise manage the contracts as IRSDC’s sole agent in respect thereof to Authority (or its nominee, including the Railway Administration)this regard. 13.4.2 The Facility Manager shall, from the SFMA Appointed date, honour all Existing Contracts and agreements between Authority and any third party as relatable to the Station Area (as set forth under Schedule 8 (Existing Contracts)), as if Facility Manager was an original party to such contracts and agreements instead of Authority and towards this end shall perform all responsibilities, liabilities and obligations of Authority at Facility Manager’s risk and cost (including payment/receipts obligations to/from counter parties). The Facility Manager undertakes that any Existing Contract / third party contract that cannot be specifically novated in favour of the Facility Manager, for any reason whatsoever, shall also be performed by the Facility Manager (at its own risk and cost) for and on behalf of Authority. 13.4.3 The Facility Manager shall indemnify and keep indemnified the Indemnified Parties against any liabilities and/or costs arising under the Existing Contracts / third party agreements. Any benefits arising from such contracts shall also vest with Facility Manager.

Existing Contracts. 13.4.1 Notwithstanding anything contained herein, the Facility Manager agrees and acknowledges that Existing Contracts shall continue to subsist for the duration of the entire tenure stated in the respective contract thereof, and the Facility Manager shall not be entitled to terminate and/ or require the termination of such existing Sub- Licenses/ Contracts, save and except according to the terms thereof. Provided that the Parties shall co-ordinate with the MOR and/ or Railway Administration to procure the Novation of the said existing Sub-Licenses/ contracts, such that the Facility Manager shall be entitled to receive all payments due to MOR and/ or Railway Administration thereunder on and from the SFMA Appointed Date, and the Facility Manager shall provide Authority all reasonable assistance in the said Novation, including by way of executing all necessary deeds, documents, instruments and/ or agreements as may be required to give effect to such Novation. Provided that: (i) The Facility Manager shall not be required to provide any further consideration to Authority/ MOR and/ or Railway Administration / existing sub-licensees (for such Existing Contracts) in respect of such Novation, save and except that stamp duty and registration charges (if any) under Applicable Laws shall be borne by the Facility Manager. (ii) In the event that Authority is unable to procure the Novation of any Existing Contract(s) in favour of the Facility Manager, then Authority shall ensure that the entire revenues/ receivables in connection with such Existing Contract, are within 30 (thirty) days of the same being received by MOR/ Railway Administration duly transferred to the Facility Manager by way of a deposit to the Escrow Account (whereupon the same shall form a part of the Station Revenue). (iii) Where the Facility Manager receives any monies under any Existing Contract on or prior to the SFMA Appointed Date, the same shall be held in trust for the exclusive benefit of Authority, and the Facility Manager shall forthwith, on demand pay all amounts in respect thereof to Authority (or its nominee, including the Railway Administration). 13.4.2 The Facility Manager shall, from the SFMA Appointed date, honour all Existing Contracts and agreements between Authority and any third party as relatable to the Station Area (as set forth under Schedule 8 (Existing Contracts)), as if Facility Manager was an original party to such contracts and agreements instead of Authority and towards this end shall perform all responsibilities, liabilities and obligations of Authority at Facility Manager’s Manager‘s risk and cost (including payment/receipts obligations to/from counter parties). The Facility Manager undertakes that any Existing Contract / third party contract that cannot be specifically novated in favour of the Facility Manager, for any reason whatsoever, shall also be performed by the Facility Manager (at its own risk and cost) for and on behalf of Authority. 13.4.3 The Facility Manager shall indemnify and keep indemnified the Indemnified Parties against any liabilities and/or costs arising under the Existing Contracts / third party agreements. Any benefits arising from such contracts shall also vest with Facility Manager.

Existing Contracts. 13.4.1 Notwithstanding anything contained herein, If the Facility Manager agrees and acknowledges Participants in the Covered Transaction have entered into an Underlying Agreement pertaining to the Covered Transaction that Existing Contracts shall continue does not adhere to subsist for the duration all of the entire tenure stated contract requirements set forth in the respective contract thereofCal. Civ. Code § 1798.100(d), and the Facility Manager shall not be entitled to terminate and/ or require the termination of such existing Sub- Licenses/ ContractsParticipants further agree as follows, save and except according to the terms thereof. Provided that the Parties shall co-ordinate extent necessary to effectuate compliance with the MOR and/ or Railway Administration to procure the Novation of the said existing Sub-Licenses/ contracts, such that the Facility Manager shall be entitled to receive all payments due to MOR and/ or Railway Administration thereunder on and from the SFMA Appointed Date, and the Facility Manager shall provide Authority all reasonable assistance in the said Novation, including by way of executing all necessary deeds, documents, instruments and/ or agreements as may be required to give effect to such Novation. Provided thatthose requirements: (i1) The Facility Manager shall If the Underlying Agreement does not be required specify the limited and specified purposes for which a Participant has Sold or disclosed the Consumer’s Personal Information to another Participant acting as a Third Party in a way that adheres to Cal. Civ. Code § 1798.100(d)(1), such Participants hereby agree that the limited and specified purposes are solely the Digital Advertising Activities; (2) If the Underlying Agreement does not obligate the Participant acting as a Third Party to which Personal Information has been Sold or Shared (“Recipient”) to comply with applicable obligations under the CPRA and to provide any further consideration to Authority/ MOR and/ or Railway Administration / existing sub-licensees (for such Existing Contracts) in respect the same level of such Novation, save and except that stamp duty and registration charges (if any) under Applicable Laws shall be borne privacy protection as is required by the Facility Manager.CPRA in a way that adheres to Cal. Civ. Code § 1798.100(d)(2), the Recipient shall comply with all applicable obligations under the CPRA and to provide the same level of privacy protection as required by the CPRA; (ii3) In If the event Underlying Agreement does not grant the Participant that Authority is unable Sold or Shared Personal Information (“Transferor”) rights to procure the Novation of any Existing Contract(s) in favour of the Facility Manager, then Authority shall take reasonable and appropriate steps to help ensure that the entire revenues/ receivables in connection with such Existing Contract, are within 30 (thirty) days of Recipient uses the same being received by MOR/ Railway Administration duly Consumer’s Personal Information transferred to the Facility Manager by way of a deposit it pursuant to the Escrow Account (whereupon Underlying Agreement in a manner consistent with the same shall form Transferor’s obligations under the CPRA in a part of way that adheres to Cal. Civ. Code § 1798.100(d)(3), the Station Revenue).Recipient hereby grants the Transferor such rights; (iii4) Where If the Facility Manager receives any monies Underlying Agreement does not require the Recipient to notify the Transferor if it makes a determination that it can no longer meet its obligations under any Existing Contract on or prior to the SFMA Appointed DateCPRA, the same Recipient shall be held in trust for so notify the exclusive benefit of AuthorityTransferor; and (5) If the Underlying Agreement does not grant the Transferor the right, and the Facility Manager shall forthwith, on demand pay all amounts in respect thereof to Authority (or its nomineeupon notice, including the Railway Administration). 13.4.2 The Facility Manager shall, from the SFMA Appointed date, honour all Existing Contracts and agreements between Authority and any third party as relatable to the Station Area (as set forth under Schedule 8 (Existing Contracts)notice contemplated by Section 11.2(c)(i)(4), as if Facility Manager was an original party to such contracts take reasonable and agreements instead of Authority appropriate steps to stop and towards this end shall perform all responsibilities, liabilities and obligations of Authority at Facility Manager’s risk and cost (including payment/receipts obligations to/from counter parties). The Facility Manager undertakes that any Existing Contract / third party contract that cannot be specifically novated in favour remediate unauthorized use of the Facility Manager, for any reason whatsoever, shall also be performed Consumer’s Personal Information by the Facility Manager (at its own risk and cost) for and on behalf of AuthorityRecipient, the Recipient hereby grants the Transferor that right. 13.4.3 The Facility Manager shall indemnify and keep indemnified the Indemnified Parties against any liabilities and/or costs arising under the Existing Contracts / third party agreements. Any benefits arising from such contracts shall also vest with Facility Manager.

Existing Contracts. 13.4.1 Notwithstanding anything contained herein, If the Facility Manager agrees and acknowledges Participants in the Covered Transaction have entered into an Underlying Agreement pertaining to the Covered Transaction that Existing Contracts shall continue does not adhere to subsist for the duration all of the entire tenure stated contract requirements set forth in the respective contract thereofCal. Civ. Code § 1798.100(d), and the Facility Manager shall not be entitled to terminate and/ or require the termination of such existing Sub- Licenses/ ContractsParticipants further agree as follows, save and except according to the terms thereof. Provided that the Parties shall co-ordinate extent necessary to effectuate compliance with the MOR and/ or Railway Administration to procure the Novation of the said existing Sub-Licenses/ contracts, such that the Facility Manager shall be entitled to receive all payments due to MOR and/ or Railway Administration thereunder on and from the SFMA Appointed Date, and the Facility Manager shall provide Authority all reasonable assistance in the said Novation, including by way of executing all necessary deeds, documents, instruments and/ or agreements as may be required to give effect to such Novation. Provided thatthose requirements: (i1) The Facility Manager shall if the Underlying Agreement does not be required specify the limited and specified purposes for which a Participant has Sold or disclosed the Consumer’s Personal Information to another Participant acting as a Third Party in a way that adheres to Cal. Civ. Code § 1798.100(d)(1), such Participants hereby agree that the limited and specified purposes are solely the Digital Advertising Activities; (2) if the Underlying Agreement does not obligate the Participant acting as a Third Party to which Personal Information has been Sold or Shared (“Recipient”) to comply with applicable obligations under the CCPA and to provide any further consideration to Authority/ MOR and/ or Railway Administration / existing sub-licensees (for such Existing Contracts) in respect the same level of such Novation, save and except that stamp duty and registration charges (if any) under Applicable Laws shall be borne privacy protection as is required by the Facility Manager.CCPA in a way that adheres to Cal. Civ. Code § 1798.100(d)(2), the Recipient shall comply with all applicable obligations under the CCPA and to provide the same level of privacy protection as required by the CCPA; (ii3) In if the event Underlying Agreement does not grant the Participant that Authority is unable Sold or Shared Personal Information (“Transferor”) rights to procure the Novation of any Existing Contract(s) in favour of the Facility Manager, then Authority shall take reasonable and appropriate steps to help ensure that the entire revenues/ receivables in connection with such Existing Contract, are within 30 (thirty) days of Recipient uses the same being received by MOR/ Railway Administration duly Consumer’s Personal Information transferred to the Facility Manager by way of a deposit it pursuant to the Escrow Account (whereupon Underlying Agreement in a manner consistent with the same shall form Transferor’s obligations under the CCPA in a part of way that adheres to Cal. Civ. Code § 1798.100(d)(3), the Station Revenue).Recipient hereby grants the Transferor such rights; (iii4) Where if the Facility Manager receives any monies Underlying Agreement does not require the Recipient to notify the Transferor if it makes a determination that it can no longer meet its obligations under any Existing Contract on or prior to the SFMA Appointed DateCCPA, the same Recipient shall be held in trust for so notify the exclusive benefit of AuthorityTransferor; and (5) if the Underlying Agreement does not grant the Transferor the right, and the Facility Manager shall forthwith, on demand pay all amounts in respect thereof to Authority (or its nomineeupon notice, including the Railway Administration). 13.4.2 The Facility Manager shall, from the SFMA Appointed date, honour all Existing Contracts and agreements between Authority and any third party as relatable to the Station Area (as set forth under Schedule 8 (Existing Contracts)notice contemplated by Section 11.2(c)(i)(4), as if Facility Manager was an original party to such contracts take reasonable and agreements instead of Authority appropriate steps to stop and towards this end shall perform all responsibilities, liabilities and obligations of Authority at Facility Manager’s risk and cost (including payment/receipts obligations to/from counter parties). The Facility Manager undertakes that any Existing Contract / third party contract that cannot be specifically novated in favour remediate unauthorized use of the Facility Manager, for any reason whatsoever, shall also be performed Consumer’s Personal Information by the Facility Manager (at its own risk and cost) for and on behalf of AuthorityRecipient, the Recipient hereby grants the Transferor that right. 13.4.3 The Facility Manager shall indemnify and keep indemnified the Indemnified Parties against any liabilities and/or costs arising under the Existing Contracts / third party agreements. Any benefits arising from such contracts shall also vest with Facility Manager.