Common use of Exit Rights Clause in Contracts

Exit Rights. With respect to Customer's rights to access the "Source Code Materials" and the "Other Software List", as those terms are defined below: (a) Administrator does hereby grant to Customer a non-exclusive, non-assignable, license to use, and to the extent the Administrator Software includes source code, the right to modify and use Administrator Software specific to performing the Services, as defined in the applicable Statement of Work which Administrator owns or has a license to use with the right to sublicense. The foregoing license shall be for two years or the remainder of the Term following termination of this Agreement as result of Administrator's Insolvency. Customer's license to such Administrator Software shall be limited to performing for itself such Services with respect to those Contracts for which Administrator is performing such Services at the time of Administrator's Insolvency. The license granted herein shall remain subject to the provisions of Article 5 and Article 6. As to the Administrator Software for which Administrator does not own or have a license with right to sublicense (including without limitation third party tools such as compilers and utilities used by Administrator in connection therewith), a list of such software (the "Other Software List") will be maintained in escrow pursuant to Section 16.2 above. (b) As to the Administrator Software which is known as the "Accenture Life Insurance Platform", Administrator shall use commercially reasonable efforts (excluding the payment of additional license fees) to assist Customer in obtaining from Accenture in the name of Customer the right for Customer to be able to use the version of such Administrator Software then used by Administrator for no less than two (2) years following termination or the remaining period in the Term, whichever is greater, of this Agreement as a result of Administrator's Insolvency for Customer to perform for itself such Services with respect to those Contracts for which Administrator is performing such Services at the time of Administrator's Insolvency. To the extent Customer requests, Administrator shall use commercially reasonable efforts to have Accenture migrate the Contracts from the Accenture Life Insurance Platform to a platform designated by Customer, at Customer's expense. In connection with such use of the Accenture Life Insurance Platform, Customer, and not Administrator, shall be responsible for any and all obligations under such license. (c) Administrator shall maintain in escrow, pursuant to an escrow arrangement sponsored by Administrator (at Administrator's expense) with a mutually acceptable escrow agent, and participation or beneficiary agreements consistent herewith signed by Customer, no later than sixty (60) days following the date Contracts are first administered by Administrator, the Other Software List, and a copy, as described in the next sentence, of the Software as to which Administrator owns or has a license to use with right of sublicense, in the form used by Administrator from time to time to provide Services, and the source code from which such executable copy was compiled (except with respect to any third party Software for which Administrator does not have source code). The escrow shall include Software source code (in the case of Software licensed by Administrator, to the extent possessed by Administrator), the Other Software List, the hardware used by Administrator configurations thereof and any other components and other information that reasonably skilled programmers and other technicians would need to build and utilize the same applications in the same manner as Administrator in its provision of Services to Customer. All of the foregoing components (including the object code and the Other Software List) of the escrow shall be updated in escrow on each major release cycle and in any event not less frequently than once every twelve (12) months. Customer will bear all costs and expenses associated with its participation in the escrow arrangement to be established by Administrator pursuant to this Section. (d) Customer may access, and the above-referenced source code escrow agreement shall provide for, on usual and customary terms of such a source code escrow agreement, the Source Code Materials and the Other Software List only on Administrator's Insolvency. (e) Administrator shall: (a) update and deliver the Source Code Materials and Other Software List in strict compliance with the terms and conditions of this Agreement and of the Escrow Agreement, (b) take commercially reasonable efforts to ensure that the media on which the Source Code Materials and Other Software List are delivered to the Escrow Agent will be free from defects in workmanship and materials and viruses and (c) take commercially reasonable efforts to ensure that at the time of each delivery, the Source Code Materials and Other Software List provided to the Escrow Agent will constitute a complete, correct and accurate set of the Other Software List and Source Code Materials for the Administrator Software or applicable Release, as applicable, which are the only materials required to render the Administrator Software readable and usable in the event of the occurrence of a Release Condition. (f) Prior to each delivery of the Source Code Materials to the Escrow Agent, Administrator will conspicuously label for identification each magnetic tape, disk or other tangible media upon which the Source Code Materials are written or stored. In addition, upon each such delivery, Administrator will provide an itemized list of the Source Code Materials contained in the delivery. (g) At Customer's expense, from time to time, Customer may direct that the Source Code Materials be reviewed and tested for completeness and accuracy. If such review or test indicates that the Source Code Materials, including any component thereof, are incomplete or inaccurate, then upon notice from Customer or its designee, Administrator will promptly redeliver the Source Code Materials in accordance with the terms and conditions of this Agreement and of the Escrow Agreement. (h) The parties agree that the Source Code Materials and Administrator Software provided hereunder is intellectual property, as defined in section 101 of title 11, United States Code (the "Bankruptcy Code") and that this Agreement is governed by section 365(n) of the Bankruptcy Code. Administrator acknowledges that if it, as a debtor in possession or a trustee in bankruptcy in a case under the Bankruptcy Code, rejects this Agreement, then Customer may elect to retain its rights under this Agreement as provided in section 365(n) of the Bankruptcy Code. Administrator agrees and acknowledges that enforcement by Customer of any rights under section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of section 362 of the Bankruptcy Code and waives any right to object on such basis. Upon rejection of this Agreement by Administrator or the bankruptcy trustee in a bankruptcy case under the Bankruptcy Code and written request of Customer to Administrator or the bankruptcy trustee pursuant to section 365(n) of the Bankruptcy Code, Administrator or such bankruptcy trustee shall: (a) provide Customer the Administrator Software, the Source Code Materials and any intellectual property otherwise required to be provided to Customer under this Agreement held by Administrator or such bankruptcy trustee; and (b) not interfere with the rights of Customer provided in this Agreement to the Administrator Software, the Source Code Materials and any intellectual property provided under such agreements, including any right to obtain the Administrator Software, the Source Code Materials and any such intellectual property from another entity, but only where such use by Customer is in strict compliance with this Agreement. (i) If such Administrator Software is software to which Administrator has only a license, the license created by this Section shall not extend beyond the remaining term of the applicable license held by Administrator.

Exit Rights. With respect If Customer terminates this Agreement by reason of Vendor’s Insolvency pursuant to Customer's rights to access Section 13.3 hereof, Customer shall have the "Source Code Materials" and the "Other Software List", as those terms are defined below:following rights. (a) Administrator Vendor does hereby grant to Customer a non-exclusive, non-assignable, license to use, and to use the extent the Administrator Software includes source code, the right to modify and use Administrator Vendor Software specific to performing the Services, as defined in the applicable Statement of Work which Administrator Vendor owns or has a license to use with the right to sublicense. The foregoing license shall be for two years or the remainder of the Term following termination of this Agreement as result of Administrator's Vendor’s Insolvency. Customer's ’s license to such Administrator Vendor Software shall be limited to performing for itself such Services with respect to those Contracts for which Administrator Vendor is performing such Services at the time of Administrator's Vendor’s Insolvency. The license granted herein shall remain subject to the provisions of Article 5 and Article 6. (b) If such Vendor Software is software to which Vendor has only a license, the license created by this Section shall not extend beyond the remaining term of the applicable license held by Vendor. To the extent Vendor either owns or has the right to the source code for an element of such Vendor Software, the license granted in subsection (a) above includes the source code. Such license is intended by the Parties to fall within the scope of Section 365(n) of the United States Bankruptcy Code (Title 11 of U S Code). (c) As to the Administrator Vendor Software for which Administrator Vendor does not own or have a license with right to sublicense (including without limitation third party tools such as compilers and utilities used by Administrator Vendor in connection therewith), a list of such software (the "“Other Software List"”) will be maintained in escrow pursuant to Section 16.2 above16.2(f) below. (bd) As to the Administrator Vendor Software which is known as the "“Accenture Life Insurance Platform"”, Administrator Vendor shall use commercially reasonable efforts (excluding the payment of additional license fees) to assist Customer in obtaining from Accenture in the name of Customer the right for Customer to be able to use the version of such Administrator Vendor Software then used by Administrator Vendor for no less than two (2) years one year following termination or the remaining period in the Term, whichever is greater, of this Agreement as a result of Administrator's Vendor’s Insolvency for Customer to perform for itself such Services with respect to those Contracts for which Administrator Vendor is performing such Services at the time of Administrator's Vendor’s Insolvency. To the extent Customer requests, Administrator shall use commercially reasonable efforts to have Accenture migrate the Contracts from the Accenture Life Insurance Platform to a platform designated by Customer, at Customer's expense. . (e) In connection with such use of the Accenture Life Insurance Platform, Customer, and not AdministratorVendor, shall be responsible for any and all obligations under such license. (cf) Administrator Vendor shall maintain in escrow, pursuant to an escrow arrangement sponsored by Administrator Vendor (at Administrator's Vendor’s expense) with a mutually acceptable escrow agent, and participation or beneficiary agreements consistent herewith signed by Customer, no later than sixty (60) days following the date Contracts are first administered by AdministratorVendor, the Other Software List, and a copy, as described in the next sentence, of the Software as to which Administrator Vendor owns or has a license to use with right of sublicense, in the form used by Administrator Vendor from time to time to provide Services, and the source code from which such executable copy was compiled (except with respect to any third party Software for which Administrator Vendor does not have source code). The escrow shall include Software source code (in the case of Software licensed by AdministratorVendor, to the extent possessed by AdministratorVendor), the Other Software List, the hardware used by Administrator Vendor configurations thereof and any other components and other information that reasonably skilled programmers and other technicians would need to build and utilize the same applications in the same manner as Administrator Vendor in its provision of Services to Customer. All of the foregoing components (including the object code and the Other Software List) of the escrow shall be updated in escrow on each major release cycle and in any event not less frequently than once every twelve (12) months. Customer will bear all costs and expenses associated with its participation in the escrow arrangement to be established by Administrator Vendor pursuant to this Section. (d) Customer may access, and the above-referenced source code escrow agreement shall provide for, on usual and customary terms of such a source code escrow agreement, the Source Code Materials and the Other Software List only on Administrator's Insolvency. (e) Administrator shall: (a) update and deliver the Source Code Materials and Other Software List in strict compliance with the terms and conditions of this Agreement and of the Escrow Agreement, (b) take commercially reasonable efforts to ensure that the media on which the Source Code Materials and Other Software List are delivered to the Escrow Agent will be free from defects in workmanship and materials and viruses and (c) take commercially reasonable efforts to ensure that at the time of each delivery, the Source Code Materials and Other Software List provided to the Escrow Agent will constitute a complete, correct and accurate set of the Other Software List and Source Code Materials for the Administrator Software or applicable Release, as applicable, which are the only materials required to render the Administrator Software readable and usable in the event of the occurrence of a Release Condition. (f) Prior to each delivery of the Source Code Materials to the Escrow Agent, Administrator will conspicuously label for identification each magnetic tape, disk or other tangible media upon which the Source Code Materials are written or stored. In addition, upon each such delivery, Administrator will provide an itemized list of the Source Code Materials contained in the delivery. (g) At Customer's expense, from time to time, Customer may direct that the Source Code Materials be reviewed and tested for completeness and accuracy. If such review or test indicates that the Source Code Materials, including any component thereof, are incomplete or inaccurate, then upon notice from Customer or its designee, Administrator will promptly redeliver the Source Code Materials in accordance with the terms and conditions of this Agreement and of the Escrow Agreement. (h) The parties agree that the Source Code Materials and Administrator Software provided hereunder is intellectual property, as defined in section 101 of title 11, United States Code (the "Bankruptcy Code") and that this Agreement is governed by section 365(n) of the Bankruptcy Code. Administrator acknowledges that if it, as a debtor in possession or a trustee in bankruptcy in a case under the Bankruptcy Code, rejects this Agreement, then Customer may elect to retain its rights under this Agreement as provided in section 365(n) of the Bankruptcy Code. Administrator agrees and acknowledges that enforcement by Customer of any rights under section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of section 362 of the Bankruptcy Code and waives any right to object on such basis. Upon rejection of this Agreement by Administrator or the bankruptcy trustee in a bankruptcy case under the Bankruptcy Code and written request of Customer to Administrator or the bankruptcy trustee pursuant to section 365(n) of the Bankruptcy Code, Administrator or such bankruptcy trustee shall: (a) provide Customer the Administrator Software, the Source Code Materials and any intellectual property otherwise required to be provided to Customer under this Agreement held by Administrator or such bankruptcy trustee; and (b) not interfere with the rights of Customer provided in this Agreement to the Administrator Software, the Source Code Materials and any intellectual property provided under such agreements, including any right to obtain the Administrator Software, the Source Code Materials and any such intellectual property from another entity, but only where such use by Customer is in strict compliance with this Agreement. (i) If such Administrator Software is software to which Administrator has only a license, the license created by this Section shall not extend beyond the remaining term of the applicable license held by Administrator.

Exit Rights. With respect If Customer terminates this Agreement by reason of Administrator’s Insolvency pursuant to Customer's rights to access Section 13.4 hereof, Customer shall have the "Source Code Materials" and the "Other Software List", as those terms are defined below:following rights. (a) Administrator does hereby grant to Customer a non-exclusive, non-assignable, license to use, and to use the extent the Administrator Software includes source code, the right to modify and use Administrator Software specific to performing the Services, as defined in the applicable Statement of Work which Administrator owns or has a [text deleted] license to use with the right to sublicense. The foregoing license shall be for two years or the remainder of the Term following termination of this Agreement as result of Administrator's ’s Insolvency. Customer's ’s license to such Administrator Software shall be limited to performing for itself such Services with respect to those Contracts for which Administrator is performing such Services at the time of Administrator's ’s Insolvency. The license granted herein shall remain subject to the provisions of Article 5 and Article 6. (b) If such Administrator Software is software to which Administrator has only a license, the license created by this Section shall not extend beyond the remaining term of the applicable license held by Administrator. To the extent Administrator either owns or has the right to the source code for an element of such Administrator Software, the license granted in subsection (a) above includes the source code. Such license is intended by the Parties to fall within the scope of Section 365(n) of the United States Bankruptcy Code ( 11 U. S. C. §365(n)). (c) As to the Administrator Software for which Administrator does not own or have a license with right to sublicense (including without limitation third party tools such as compilers and utilities used by Administrator in connection therewith), a list of such software (the "“Other Software List"”) will be maintained in escrow pursuant to Section 16.2 above13.6(f) below. (bd) As to the Administrator Software which is known as the "“Accenture Life Insurance Platform"”, Administrator shall use commercially reasonable efforts (excluding the payment of additional license fees) to assist Customer in obtaining from Accenture in the name of Customer the right for Customer to be able to use the version of such Administrator Software then used by Administrator for no less than two (2) years one year following termination or the remaining period in the Term, whichever is greater, of this Agreement as a result of Administrator's ’s Insolvency for Customer to perform for itself such Services with respect to those Contracts for which Administrator is performing such Services at the time of Administrator's ’s Insolvency. To the extent Customer requests, Administrator shall use commercially reasonable efforts to have Accenture migrate the Contracts from the Accenture Life Insurance Platform to a platform designated by Customer, at Customer's expense. . (e) In connection with such use of the Accenture Life Insurance Platform, Customer, and not Administrator, shall be responsible for any and all obligations under such license. (cf) Administrator shall maintain in escrow, pursuant to an escrow arrangement sponsored by Administrator (at Administrator's ’s expense) with a mutually acceptable escrow agent, and participation or beneficiary agreements consistent herewith signed by Customer, no later than sixty (60) days following the date Contracts are first administered by Administrator, the Other Software List, and a copy, as described in the next sentence, of the Administrator Software as to which Administrator owns or has a license to use with right of sublicense, in the form used by Administrator from time to time to provide Services, and the source code from which such executable copy was compiled (except with respect to any third party Administrator Software for which Administrator does not have source code). The escrow shall include Administrator Software source code (in the case of Software software licensed by Administrator, to the extent possessed by Administrator), the Other Software List, the hardware configurations used by Administrator configurations thereof and any other components and other information that reasonably skilled [text deleted] programmers and other technicians would need to build and utilize the same applications in the same manner as Administrator in its provision of Services to Customer. All of the foregoing components (including the object code and the Other Software List) of the escrow shall be updated in escrow on each major release cycle and in any event not less frequently than once every twelve (12) months. Customer will bear all costs and expenses associated with its participation in the escrow arrangement to be established by Administrator pursuant to this Section. (dg) Upon the End Date, with respect to any terminated or expired Statement of Work, any Customer may access, and the above-referenced source code escrow agreement shall provide for, on usual and customary terms of such a source code escrow agreement, the Source Code Materials and the Other Software List only on Administrator's Insolvency. (e) license rights granted to Administrator shall: (a) update and deliver the Source Code Materials and Other Software List in strict compliance with the terms and conditions of this Agreement and of the Escrow Agreement, (b) take commercially reasonable efforts to ensure that the media on which the Source Code Materials and Other Software List are delivered to the Escrow Agent will be free from defects in workmanship and materials and viruses and (c) take commercially reasonable efforts to ensure that at the time of each delivery, the Source Code Materials and Other Software List provided to the Escrow Agent will constitute a complete, correct and accurate set of the Other Software List and Source Code Materials for the Administrator Software or applicable Release, as applicable, which are the only materials required to render the Administrator Software readable and usable by Customer in the event applicable Statement of the occurrence of a Release Condition. (f) Prior to each delivery of the Source Code Materials to the Escrow Agent, Administrator Work will conspicuously label for identification each magnetic tape, disk or other tangible media upon which the Source Code Materials are written or stored. In addition, upon each such delivery, Administrator will provide an itemized list of the Source Code Materials contained in the delivery. (g) At Customer's expense, from time to time, Customer may direct that the Source Code Materials be reviewed immediately terminate and tested for completeness and accuracy. If such review or test indicates that the Source Code Materials, including any component thereof, are incomplete or inaccurate, then upon notice from Customer or its designee, Administrator will promptly redeliver (i) deliver to Customer, at no cost to Customer, a current copy of all such software, if any, in the Source Code Materials form in use as of the End Date, and (ii) comply with the duty to return all other copies of all such software in Administrator’s possession in accordance with the terms and conditions of this Agreement and of the Escrow Confidentiality Agreement. (h) The parties agree that the Source Code Materials and Administrator Software provided hereunder is intellectual property, as defined in section 101 of title 11, United States Code (the "Bankruptcy Code") and that this Agreement is governed by section 365(n) of the Bankruptcy Code. Administrator acknowledges that if it, as a debtor in possession or a trustee in bankruptcy in a case under the Bankruptcy Code, rejects this Agreement, then Customer may elect to retain its rights under this Agreement as provided in section 365(n) of the Bankruptcy Code. Administrator agrees and acknowledges that enforcement by Customer of any rights under section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of section 362 of the Bankruptcy Code and waives any right to object on such basis. Upon rejection of this Agreement by Administrator or the bankruptcy trustee in a bankruptcy case under the Bankruptcy Code and written request of Customer to Administrator or the bankruptcy trustee pursuant to section 365(n) of the Bankruptcy Code, Administrator or such bankruptcy trustee shall: (a) provide Customer the Administrator Software, the Source Code Materials and any intellectual property otherwise required to be provided to Customer under this Agreement held by Administrator or such bankruptcy trustee; and (b) not interfere with the rights of Customer provided in this Agreement to the Administrator Software, the Source Code Materials and any intellectual property provided under such agreements, including any right to obtain the Administrator Software, the Source Code Materials and any such intellectual property from another entity, but only where such use by Customer is in strict compliance with this Agreement. (i) If such Administrator Software is software to which Administrator has only a license, the license created by this Section shall not extend beyond the remaining term of the applicable license held by Administrator.

Exit Rights. With respect If Customer terminates this Agreement by reason of Administrator’s Insolvency pursuant to Customer's rights to access Section 13.4 hereof, Customer shall have the "Source Code Materials" and the "Other Software List", as those terms are defined below:following rights. (a) Administrator does hereby grant to Customer a non-exclusive, non-assignable, license to use, and to use the extent the Administrator Software includes source code, the right to modify and use Administrator Software specific to performing the Services, as defined in the applicable Statement of Work which Administrator owns or has a AUS 429433v.17 license to use with the right to sublicense. The foregoing license shall be for two years or the remainder of the Term following termination of this Agreement as result of Administrator's ’s Insolvency. Customer's ’s license to such Administrator Software shall be limited to performing for itself such Services with respect to those Contracts for which Administrator is performing such Services at the time of Administrator's ’s Insolvency. The license granted herein shall remain subject to the provisions of Article 5 and Article 6. (b) If such Administrator Software is software to which Administrator has only a license, the license created by this Section shall not extend beyond the remaining term of the applicable license held by Administrator. To the extent Administrator either owns or has the right to the source code for an element of such Administrator Software, the license granted in subsection (a) above includes the source code. Such license is intended by the Parties to fall within the scope of Section 365(n) of the United States Bankruptcy Code ( 11 U. S. C. §365(n)). (c) As to the Administrator Software for which Administrator does not own or have a license with right to sublicense (including without limitation third party tools such as compilers and utilities used by Administrator in connection therewith), a list of such software (the "“Other Software List"”) will be maintained in escrow pursuant to Section 16.2 above13.6(f) below. (bd) As to the Administrator Software which is known as the "“Accenture Life Insurance Platform"”, Administrator shall use commercially reasonable efforts (excluding the payment of additional license fees) to assist Customer in obtaining from Accenture in the name of Customer the right for Customer to be able to use the version of such Administrator Software then used by Administrator for no less than two (2) years one year following termination or the remaining period in the Term, whichever is greater, of this Agreement as a result of Administrator's ’s Insolvency for Customer to perform for itself such Services with respect to those Contracts for which Administrator is performing such Services at the time of Administrator's ’s Insolvency. To the extent Customer requests, Administrator shall use commercially reasonable efforts to have Accenture migrate the Contracts from the Accenture Life Insurance Platform to a platform designated by Customer, at Customer's expense. . (e) In connection with such use of the Accenture Life Insurance Platform, Customer, and not Administrator, shall be responsible for any and all obligations under such license. (cf) Administrator shall maintain in escrow, pursuant to an escrow arrangement sponsored by Administrator (at Administrator's ’s expense) with a mutually acceptable escrow agent, and participation or beneficiary agreements consistent herewith signed by Customer, no later than sixty (60) days following the date Contracts are first administered by Administrator, the Other Software List, and a copy, as described in the next sentence, of the Administrator Software as to which Administrator owns or has a license to use with right of sublicense, in the form used by Administrator from time to time to provide Services, and the source code from which such executable copy was compiled (except with respect to any third party Administrator Software for which Administrator does not have source code). The escrow shall include Administrator Software source code (in the case of Software software licensed by Administrator, to the extent possessed by Administrator), the Other Software List, the hardware configurations used by Administrator configurations thereof and any other components and other information that reasonably skilled AUS 429433v.17 programmers and other technicians would need to build and utilize the same applications in the same manner as Administrator in its provision of Services to Customer. All of the foregoing components (including the object code and the Other Software List) of the escrow shall be updated in escrow on each major release cycle and in any event not less frequently than once every twelve (12) months. Customer will bear all costs and expenses associated with its participation in the escrow arrangement to be established by Administrator pursuant to this Section. (dg) Upon the End Date, with respect to any terminated or expired Statement of Work, any Customer may access, and the above-referenced source code escrow agreement shall provide for, on usual and customary terms of such a source code escrow agreement, the Source Code Materials and the Other Software List only on Administrator's Insolvency. (e) license rights granted to Administrator shall: (a) update and deliver the Source Code Materials and Other Software List in strict compliance with the terms and conditions of this Agreement and of the Escrow Agreement, (b) take commercially reasonable efforts to ensure that the media on which the Source Code Materials and Other Software List are delivered to the Escrow Agent will be free from defects in workmanship and materials and viruses and (c) take commercially reasonable efforts to ensure that at the time of each delivery, the Source Code Materials and Other Software List provided to the Escrow Agent will constitute a complete, correct and accurate set of the Other Software List and Source Code Materials for the Administrator Software or applicable Release, as applicable, which are the only materials required to render the Administrator Software readable and usable by Customer in the event applicable Statement of the occurrence of a Release Condition. (f) Prior to each delivery of the Source Code Materials to the Escrow Agent, Administrator Work will conspicuously label for identification each magnetic tape, disk or other tangible media upon which the Source Code Materials are written or stored. In addition, upon each such delivery, Administrator will provide an itemized list of the Source Code Materials contained in the delivery. (g) At Customer's expense, from time to time, Customer may direct that the Source Code Materials be reviewed immediately terminate and tested for completeness and accuracy. If such review or test indicates that the Source Code Materials, including any component thereof, are incomplete or inaccurate, then upon notice from Customer or its designee, Administrator will promptly redeliver (i) deliver to Customer, at no cost to Customer, a current copy of all such software, if any, in the Source Code Materials form in use as of the End Date, and (ii) comply with the duty to return all other copies of all such software in Administrator’s possession in accordance with the terms and conditions of this Agreement and of the Escrow Confidentiality Agreement. (h) The parties agree that the Source Code Materials and Administrator Software provided hereunder is intellectual property, as defined in section 101 of title 11, United States Code (the "Bankruptcy Code") and that this Agreement is governed by section 365(n) of the Bankruptcy Code. Administrator acknowledges that if it, as a debtor in possession or a trustee in bankruptcy in a case under the Bankruptcy Code, rejects this Agreement, then Customer may elect to retain its rights under this Agreement as provided in section 365(n) of the Bankruptcy Code. Administrator agrees and acknowledges that enforcement by Customer of any rights under section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of section 362 of the Bankruptcy Code and waives any right to object on such basis. Upon rejection of this Agreement by Administrator or the bankruptcy trustee in a bankruptcy case under the Bankruptcy Code and written request of Customer to Administrator or the bankruptcy trustee pursuant to section 365(n) of the Bankruptcy Code, Administrator or such bankruptcy trustee shall: (a) provide Customer the Administrator Software, the Source Code Materials and any intellectual property otherwise required to be provided to Customer under this Agreement held by Administrator or such bankruptcy trustee; and (b) not interfere with the rights of Customer provided in this Agreement to the Administrator Software, the Source Code Materials and any intellectual property provided under such agreements, including any right to obtain the Administrator Software, the Source Code Materials and any such intellectual property from another entity, but only where such use by Customer is in strict compliance with this Agreement. (i) If such Administrator Software is software to which Administrator has only a license, the license created by this Section shall not extend beyond the remaining term of the applicable license held by Administrator.