Common use of Obligations Upon Termination Clause in Contracts

Obligations Upon Termination. 31.6.1 Any termination of this Agreement (whether by Owner or Contractor) shall not relieve (a) Contractor and Owner of each of its obligations with respect to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for the portions of the Work already completed prior to the date of termination. 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this Agreement. In the event that Contractor terminates this Agreement pursuant to and in accordance with Section 31.5.2, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) of this Section 31.6.2(b) unless and until a Lender or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s default.

Obligations Upon Termination. 31.6.1 Any (a) Upon expiration or termination of this Agreement for any reason, Manager shall use its best efforts to deliver to Owner within 15 days (whether and in no event more than 30 days) a full and final accounting, which shall include a bona fide certified statement, executed by an executive officer of Manager, outlining in detail any Management Fee (as defined in Section 2.2) and any reimbursements due to Manager hereunder, and shall immediately cause all funds held by Manager relating to the Property to be delivered to Owner without deduction of any sums, including the Management Fee or Contractor) any other fees due or payable or to become due or payable to Manager or any other person or entity. Manager shall not relieve (a) Contractor promptly deliver to Owner all original books, records, correspondence, bills and Owner invoices and all other documents, personal property and funds in Manager's possession relating to the Property including, without limitation, all accounting books and records, rent rolls, security deposit schedules, payroll records, originals and copies of each of its obligations all leases, correspondence, service contracts and agreements, and technical data with respect to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 operation and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for the portions maintenance of the Work already completed prior to the date of termination. 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession various systems of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this AgreementProperty. In the event that Contractor terminates Owner concurs with Manager's statement of the Management Fee and any reimbursements due to Manager, Owner shall promptly pay Manager such amount, which payment shall be made not later than 30 days after receipt of Manager's statement; however if Owner does not concur with the statement of the Management Fee and/or any reimbursements due to Manager, the controversy as to the actual amount due to Manager shall be negotiated in good faith by Owner and Manager, using the parties reasonable efforts to resolve any disputes promptly. (b) Upon termination, Manager shall surrender the Property to Owner and quit the premises on the date required by Owner. Upon written request of Owner and at Owner's expense, Manager shall notify all tenants of the Property of the expiration of this Agreement pursuant by written notice approved by Owner, and shall use its reasonable best efforts to cooperate with Owner to accomplish an orderly transfer and in accordance with Section 31.5.2transition of the operation and management of the Property to a party designated by Owner. At the request of Owner, Contractor shall not be obligated to comply with paragraphs Manager shall, at its cost and expense (if termination was for cause, otherwise at the cost and expense of Owner), remove all signs previously approved for installation by Owner wherever located indicating that Manager is the managing or leasing agent and replace and restore any damage resulting therefrom, reasonable wear and tear excepted. (c) through (h) (inclusive) Simultaneous with the submission of this Section 31.6.2(b) unless and until its final accounting, Manager shall also submit a Lender or another Person on behalf full inventory of all personal property of Owner has curedhaving a value in excess of $50.00, or has agreed as more fully described in writing to cureSection 2.3 (i) below, Owner’s defaultas of the final date of Manager's operation as the Property's managing agent. Said final inventory shall be certified by an authorized officer of Manager as being complete, true and correct and that all items listed were present at the Property on said date.

Obligations Upon Termination. 31.6.1 Any (a) Upon expiration or termination of this Agreement (whether by Owner or Contractor) shall not relieve (a) Contractor and Owner of each of its obligations with respect to confidentiality any Property for any reason, Manager shall use diligent efforts to deliver to Owner within 30 days (and in no event more than 45 days) a full and final accounting, which shall include a statement, outlining in detail any Fees (as set forth hereindefined in Section 2.2), and any reimbursements due to Manager hereunder, and shall simultaneously with the delivery of such certified statement cause all funds held by Manager relating to such Property to be delivered to Owner, deducting only such sums, including the Fees or any other amounts due or payable or to become due or payable to Manager, not then the subject of any dispute. In the event Owner concurs with Manager’s final accounting and any reimbursements due to Manager, Owner shall promptly pay Manager such amount which remains unpaid, which payment shall be made not later than 30 days after receipt of Manager’s final accounting; however, if Owner does not concur with the final accounting and any reimbursements due to Manager, the controversy as to the actual amount due to Manager shall be negotiated in good faith by Owner and Manager, using the parties’ reasonable efforts to resolve any disputes promptly. In any event, the Owner shall promptly pay to the Manager prior to the resolution of any such disputes, any amounts not in dispute. (b) Upon termination with respect to any Party Property, Manager shall promptly deliver to Owner (or Owner’s designee) all original books, records, correspondence, bills and invoices and all other documents, and personal property in Manager’s possession relating to the applicable Property and not previously delivered to Owner, including, without limitation, all accounting books and records, rent rolls, security deposit schedules, payroll records, originals and copies of any obligation hereunder which expressly or by implication survives termination hereofall leases, correspondence, service contracts and agreements, and technical data with respect to operation and maintenance of the various systems of the Property. (c) Upon termination with respect to any Property, Manager shall surrender the Property to Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for quit the portions of the Work already completed prior to premises on the date of termination. 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed required by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter . Manager shall use commercially reasonable efforts to execute that portion cooperate with Owner to accomplish an orderly transfer and transition of the Work as may be necessary operation and management of the Property to preserve a party designated by Owner. Owner shall assume all obligations and protect Work already in progress commitments for goods and services authorized herein and made prior to protect Materials at the Job Site or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; termination by Manager. (fd) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon Upon termination of this Agreement. In Agreement with respect to any Property, at the event request of Owner, Manager shall, at the cost and expense of Owner, remove all signs previously approved for installation by Owner wherever located on such Property indicating that Contractor terminates Manager is the managing agent and replace and restore any damage resulting therefrom, reasonable wear and tear excepted. (e) The expiration or termination of this Agreement pursuant in its entirety or with respect to and in accordance with Section 31.5.2, Contractor any particular Property under the provisions of this Article I shall not be obligated effect the rights of either party with respect to comply with paragraphs (c) through (h) (inclusive) any damages it has suffered as a result of any breach of this Section 31.6.2(b) unless and until a Lender Agreement, nor shall it affect the rights or another Person on behalf obligations of Owner has curedeither party with respect to liability or claims accrued, or has agreed in writing arising out of events occurring, prior to curethe date of expiration or termination, Owner’s defaultall of which shall survive such expiration or termination.

Obligations Upon Termination. 31.6.1 Any Upon termination or expiration of this Agreement (whether by Owner or Contractor) all rights granted hereunder to Rite Aid shall not relieve (a) Contractor forthwith terminate and Owner be of each of its obligations with respect no further force and effect and, except as provided in this Section; A. Rite Aid shall immediately cease to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, operate the Business and shall not relieve Contractor of its obligations and liabilities for the portions of the Work already completed prior thereafter, directly or indirectly, represent to the date public or hold itself out as a present or former licensee of terminationGNC. 31.6.2 Upon a termination of this Agreement pursuant B. Rite Aid shall immediately and permanently cease to this Article 31 use, by advertising or Article 32: (a) Contractor shall leave the Job Site in any other manner whatsoever, any confidential methods, procedures and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses techniques associated with the termination of this Agreement unless Owner elects System, the Proprietary Marks "GNC" and "GENERAL NUTRITION CENTER"; and all other proprietary marks and distinctive forms, slogans, signs, symbols or devices associated with the System. In particular, without limitation, Rite Aid shall cease to use all signs, equipment, advertising materials and any other articles which display the Proprietary Marks and other marks proprietary to GNC. C. Rite Aid shall take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work action as may be necessary to preserve cancel any assumed name or equivalent registration which contains the name "GNC", "GENERAL NUTRITION CENTER" or any other service mark or trademark of GNC; and protect Work already in progress and Rite Aid shall furnish GNC with eviden▇▇ ▇atisfactory to protect Materials at the Job Site GNC of compliance with this obligation within 30 days after termination or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor expiration of this Agreement. D. Rite Aid shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, make such modifications or alterations to the extent availableBusiness premises of each store (including, final “as-built” drawingswithout limitation, in compliance with Exhibit J; (gchanging the trade dress and changing the color scheme and/or other distinctive design features) Contractor shall provide Owner and its designee with the right to use, free immediately upon termination or expiration of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents this Agreement as may be reasonably requested necessary to distinguish the appearance of said Stores from that of other GNC stores under the System E. Rite Aid agrees, in the event it continues to operate or subsequently begins to operate any other business, not to use any reproduction, counterfeit, copy, or colorable imitation of the Proprietary Marks either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake, or deception, or which is likely to dilute GNC's exclusive rights in and to the Proprietary Marks or other marks proprietary to GNC; and further agrees not to utilize any designation of original or description or representation which falsely suggests or represents an association or connection with GNC which constitutes unfair competition. F. Rite Aid shall promptly pay all sums owing to GNC, including interest on overdue monies. G. Rite Aid shall pay to GNC all damages, costs and expenses, including reasonable attorney's fees, incurred by Owner GNC subsequent to evidence such right; (h) Contractor the termination or expiration of this Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this Section. H. GNC shall assist Owner in preparing an have the option, at any time , to purchase from Rite Aid all but not less than all of the inventory of all Materials GNC Brand Products owned by Rite Aid, at Rite Aid's cost, based on the most recent invoices received by Rite Aid. If GNC does not purchase the GNC Product from Rite Aid, then for a period of twelve (12) months after the termination or expiration of this Agreement Rite Aid may continue to sell its inventory of Products in use the normal course. I. All covenants, obligations, and agreements of Rite Aid or GNC which by their terms or by reasonable implication are to be performed, in whole or in storage at part, after the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination expiration of this Agreement. In the event that Contractor terminates this Agreement pursuant to and in accordance with Section 31.5.2, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) of this Section 31.6.2(b) unless and until a Lender survive such termination or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s defaultexpiration.

Obligations Upon Termination. 31.6.1 Any In the event of Unit Owner’s termination of this Agreement under sub-section 10(c)(1) above, Manager shall, following (whether by Owner or Contractorif applicable) shall not relieve (a) Contractor and Owner of each of its obligations with respect to confidentiality as the relevant notice period set forth hereinabove, (buse reasonable efforts to transfer any confirmed reservations to accommodations similar to the Unit; if, however, Manager is unable to relocate such reservation(s) any Party to similar accommodations, Unit Owner will be fully obligated to honor future rentals of any obligation hereunder which expressly or by implication survives termination hereofthe Unit booked prior to the termination, (c) Owner of its obligation shall share the income from such rental and will be fully obligated to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party maintain the Unit in accordance with this Agreement, and Agreement during such rental periods. Manager shall not relieve Contractor notify Unit Owner within thirty (30) days of its obligations and liabilities for the portions receiving notice of the Work already completed termination whether there are any future rentals booked prior to the date termination that Unit Owner will be fully obligated to honor and shall set forth the dates of those future rentals. After the termination., Manager’s and Unit Owner’s obligations under Sections 3(b), (k) and (l), and Sections 4(g), (h) and 31.6.2 Upon a (i) regarding Gross Rental Proceeds and Unit Owner’s Costs will remain in full force and effect as to such prior reservations and shall survive the termination of this Agreement pursuant to Agreement. The obligations set out in this Article 31 or Article 32: (a) Contractor shall leave Section survive the Job Site and remove from the Job Site all Contractor equipmenttermination of this Agreement. Should Unit Owner owe Manager any monies after termination of this Agreement, waste, rubbish and Hazardous Substances as Owner may request; (b) Unit Owner shall take possession pay Manager and guarantees payment for all monies owed within fifteen (15) days after written demand from Manager. Manager may, in its sole discretion, apply one hundred percent (100%) of Unit Owner’s portion of the Job Site and of the Materials (whether Gross Rental Proceeds to decrease any delinquent account or monies owed Manager at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that ittime of, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated in connection with the termination of this Agreement unless Agreement. If Manager has provided Unit Owner elects with dates of future rentals that Unit Owner is fully obligated to take assignment of any such Subcontracts; (e) Contractor shall cooperate with honor as set forth above, Unit Owner for hereby agrees Manager may require up to $2,000 be withheld from the efficient transition proceeds of the Work and thereafter shall use commercially reasonable efforts to execute that portion sale of the Work as may Unit, to be necessary held in trust in a non-interest bearing account by Manager’s representative for up to preserve and protect Work already in progress sixty (60) days and to protect Materials at the Job Site be applied against any monies owed Manager or in transit thereto, and to comply with for any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies expenses that arise as a result of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon a reservation not being honored after termination of this AgreementAgreement as provided for above. In After said sixty (60) days, Manager shall return the event that Contractor terminates this Agreement pursuant remainder to and in accordance the Unit Owner with Section 31.5.2, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) of this Section 31.6.2(b) unless and until a Lender statement indicating any deductions or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s defaultoffsets made.

Obligations Upon Termination. 31.6.1 Any termination of this Agreement (whether by Owner or Contractor) shall not relieve (a) Contractor and Owner of each of its obligations with respect to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for the portions of the Work already completed prior to the date of termination. 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder Immediately upon termination of this Agreement. In : (a) All amounts owing by CU to DTI shall, notwithstanding prior terms of sale, become immediately due and payable; (b) All unshipped orders shall be canceled without liability of either party to the event that Contractor terminates this Agreement pursuant to and in accordance with Section 31.5.2, Contractor shall not be obligated to comply with paragraphs other; (c) through Neither party shall be liable to the other because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, lease or commitments in connection with the business or goodwill of DTI or CU or for any other reason whatsoever growing out of such termination; (hd) (inclusive) CU will remove and not thereafter use any sign containing any trade name, logo or trademark of this Section 31.6.2(b) unless DTI including, but not limited to "DNA" or "DNA Technologies, Inc.," and until a Lender will immediately destroy all stationery, advertising matter and other printed matter in its possession or another Person under its control containing such name, or any of DTI's trademark, trade names or logos. CU will not at any time after such termination use or permit any such trademark, trade names or logo to be used in any manner in connection with any business conducted by it or in which it may have an interest or otherwise whatsoever as descriptive of or referring to anything other than merchandise or Products of DTI. Regardless of the cause of termination, CU will immediately take all appropriate steps to remove and cancel its listings in telephone books, and other directories, and public records, or elsewhere that contain the DTI's name, logo or trademark. If CU fails to obtain such removals or cancellations promptly, DTI may make application for such removals or cancellations on behalf of Owner has curedPCGS and in CU's name and in such event CU will render every assistance. All of DTI's trademarks, trade names, patents, copyrights, designs, drawings, formulas or has agreed in writing other data, photographs, demonstrators, literature, and sales aid of every kind shall remain the property of DTI. Within thirty (30) days after the termination of this Agreement, CU shall return all such items to cure, Owner’s defaultDTI at CU's expense. CU shall not make or retain any copies of any confidential items or information that may have been entrusted to it.

Obligations Upon Termination. 31.6.1 Any After receipt of a notice of termination, and except as otherwise directed by the Contract Manager, the Contractor shall proceed as follows: Stop work under the Contract Work Order on the date, and to the extent, specified in the notice. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract as is not terminated. Assign to the WSIB, in the manner, at the times, and to the extent directed by the Contract Manager all of the rights, titles, and interest of the Contractor under the orders and subcontracts so terminated, in which case the WSIB has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Contract Manager to the extent he or she may require, which approval or ratification shall be final for all the purposes of this Agreement (whether clause. Transfer title to the WSIB and deliver in the manner, at the times, and to the extent, if any, as directed by Owner the Contract Manager, any property that, if the Contract had been completed, would have been required to be furnished to the WSIB. Complete performance of such part of the work not terminated by the WSIB. Take such action as may be necessary, or Contractor) shall not relieve (a) as the Contract Manager may direct, for the protection and preservation of the property related to this Contract which is in the possession of the Contractor and Owner in which the WSIB has or may acquire an interest. The term “property” shall include but not be limited to all WSIB managed funds, assets and all other property of each of its value allowed to be controlled by the Contractor under this Contract. By such termination, neither the WSIB nor the Contractor may nullify obligations with respect already incurred for performance or failure to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for the portions of the Work already completed perform prior to the date of termination. 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this Agreement. In the event that Contractor terminates this Agreement pursuant to and in accordance the termination date does not coincide with Section 31.5.2the last day of a quarter, the Contractor shall not be obligated entitled to comply with paragraphs (c) through (h) (inclusive) a prorated portion of this Section 31.6.2(b) unless the fees earned and until a Lender or another Person on behalf of Owner has curedto which the Contractor is entitled for the quarter during which termination occurs, or has agreed in writing to cure, Owner’s defaultutilizing the intra-month fee calculation formula adopted by the WSIB.

Obligations Upon Termination. 31.6.1 Any After receipt of a notice of termination, and except as otherwise directed by the Contract Manager, the Contractor will proceed as follows: Stop work under the Contract Work Order on the date, and to the extent, specified in the notice. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract as is not terminated. Assign to the WSIB, in the manner, at the times, and to the extent directed by the Contract Manager all of the rights, titles, and interest of the Contractor under the orders and subcontracts so terminated, in which case the WSIB has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Contract Manager to the extent he or she may require, which approval or ratification is final for all the purposes of this Agreement (whether clause. Transfer title to the WSIB and deliver in the manner, at the times, and to the extent, if any, as directed by Owner the Contract Manager, any property that, if the Contract had been completed, would have been required to be furnished to the WSIB. Complete performance of such part of the work not terminated by the WSIB. Take such action as may be necessary, or Contractor) shall not relieve (a) as the Contract Manager may direct, for the protection and preservation of the property related to this Contract which is in the possession of the Contractor and Owner in which the WSIB has or may acquire an interest. The term “property” includes but is not limited to all WSIB managed funds, assets and all other property of each of its value allowed to be controlled by the Contractor under this Contract. By such termination, neither the WSIB nor the Contractor may nullify obligations with respect already incurred for performance or failure to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for the portions of the Work already completed perform prior to the date of termination. 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this Agreement. In the event that the termination date does not coincide with the last day of a quarter, the Contractor terminates is entitled to a prorated portion of the fees earned and to which the Contractor is entitled for the quarter during which termination occurs, utilizing the intra-month fee calculation formula adopted by the WSIB. Neither party will be liable to the other or deemed in default under this Agreement pursuant Contract if, and to and in accordance with Section 31.5.2the extent that, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) such party’s performance of this Section 31.6.2(b) unless Contract is prevented by reason of Force Majeure. Notwithstanding the foregoing, the Contractor must have in place a demonstrably rigorous and until a Lender or another Person on behalf fully-tested business continuation plan structured to address and significantly mitigate the impacts of Owner has cured, or has agreed in writing Force Majeure and will use its best efforts to cure, Owner’s defaultimplement the business continuation plan and to mitigate the impacts of Force Majeure.

Obligations Upon Termination. 31.6.1 Any Upon termination of this Agreement (whether by Owner for any reason or Contractor) shall not relieve (a) Contractor and Owner the expiration of each the Term according to the terms of its obligations with respect to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, the relationship created hereby shall immediately cease and Manager shall not relieve Contractor of its obligations and liabilities have no further right to act for the portions Company or draw checks on the Operating Account or pursue any of the Work already completed prior to the date of termination. 31.6.2 Upon a termination of activities described in this Agreement pursuant to and Manager shall have no further obligations under this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignmentAgreement, subject to Ownerthe remainder of this Section 10.3. In the event of termination, Manager agrees, for a reasonable period of time not to exceed ninety (90) days, to fulfill all reporting, bookkeeping and related functions hereunder (including, without limitation, continuing to (i) maintain separate and complete Records for the Property, and (ii) provide the Company and its advisors with any information and data (including a detailed report) necessary for such parties to prepare and file the Company’s assumption of same andfederal, state and/or local income tax returns) through the period for which the Company agrees to pay Manager a management fee acceptable to Manager, which management fee shall in no event be greater than the Asset Management Fee paid hereunder (and shall be prorated, if requiredapplicable, Owner’s adequate assurance for the number of days of any month in which Manager provides such services). Upon termination, for a reasonable period of time not to exceed ninety (90) days, Manager shall, at the sole cost and expense of the Company, also forthwith (i) deliver to the Company, as received, any monies due the Company under this Agreement but received after such Subcontractors regarding Owner’s ability to pay; termination, (dii) to the extent so directed by in Manager’s possession, deliver to the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated Company (or in accordance with the termination Company’s reasonable instructions) all materials and supplies, keys, copies of this Agreement unless Owner elects contracts, agreements and documents, and copies of such other accounting papers, books and records pertaining to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition operation of the Work Property and thereafter shall use commercially reasonable efforts the Company as the Company may request, (iii) assign any right Manager may have in and to execute that portion any existing contracts and guarantees relating to the operation and maintenance of the Work Property as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit theretoCompany shall require, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (fiv) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent availablein Manager’s possession, final “as-built” drawingsdeliver to the Company or the Company’s duly appointed agent all records, contracts, Leases, Service Contracts, receipts for deposits, unpaid bills, summary of all Leases, in compliance with Exhibit J; (g) Contractor shall provide Owner existence at the time of termination and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information papers or Intellectual Property relating documents that pertain to the Work that Owner deems necessary to complete Property or the WorkCompany, and Contractor shall execute such documents as may be (v) perform any other actions, or deliver any other documents, reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this Agreement, including, without limitation, for a reasonable period of time not to exceed ninety (90) days, facilitate an orderly transition of management to a new asset manager for the Company. In This Section 10.3 shall survive the event that Contractor terminates this Agreement pursuant to and in accordance with Section 31.5.2, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) expiration or earlier termination of this Section 31.6.2(b) unless and until a Lender or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s defaultAgreement.

Obligations Upon Termination. 31.6.1 Any termination of this Agreement (whether by Owner or Contractor) shall not relieve (a) Contractor and Owner of each of its obligations with respect to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for the portions of the Work already completed prior to the date of termination. 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this Agreement. In the event that Contractor terminates this Agreement pursuant to and in accordance with Section 31.5.2, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) of this Section 31.6.2(b) unless and until a Lender or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s default.transit

Obligations Upon Termination. 31.6.1 Any After receipt of a notice of termination, and except as otherwise directed by the Contract Manager, the Contractor shall proceed as follows: Stop work under the Contract on the date, and to the extent, specified in the notice. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract as is not terminated. Assign to the WSIB, in the manner, at the times, and to the extent directed by the Contract Manager all of the rights, titles, and interest of the Contractor under the orders and subcontracts so terminated, in which case the WSIB has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Contract Manager to the extent he or she may require, which approval or ratification shall be final for all the purposes of this Agreement (whether clause. Transfer title to the WSIB and deliver in the manner, at the times, and to the extent, if any, as directed by Owner the Contract Manager, any property that, if the Contract had been completed, would have been required to be furnished to the WSIB. Complete performance of such part of the work not terminated by the WSIB. Take such action as may be necessary, or Contractor) shall not relieve (a) as the Contract Manager may direct, for the protection and preservation of the property related to this Contract which is in the possession of the Contractor and Owner in which the WSIB has or may acquire an interest. The term “property” shall include but not be limited to all WSIB managed funds, assets and all other property of each of its value allowed to be controlled by the Contractor under this Contract. By such termination, neither the WSIB nor the Contractor may nullify obligations with respect already incurred for performance or failure to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for the portions of the Work already completed perform prior to the date of termination. 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this Agreement. In the event that Contractor terminates this Agreement pursuant to and in accordance the termination date does not coincide with Section 31.5.2the last day of a quarter, the Contractor shall not be obligated entitled to comply with paragraphs (c) through (h) (inclusive) a prorated portion of this Section 31.6.2(b) unless the fees earned and until a Lender or another Person on behalf of Owner has curedto which the Contractor is entitled for the quarter during which termination occurs, or has agreed in writing to cure, Owner’s defaultutilizing the intra-month fee calculation formula adopted by the WSIB.

Obligations Upon Termination. 31.6.1 Any termination of this Agreement (whether by Owner or Contractor) shall not relieve (a) Contractor and Owner of each of its obligations with respect to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for the portions of the Work already completed prior to the date of termination. . 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this Agreement. In the event that Contractor terminates this Agreement pursuant to and in accordance with Section 31.5.2, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) of this Section 31.6.2(b) unless and until a Lender or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s default.

Obligations Upon Termination. 31.6.1 Any 15.01. Upon termination or expiration of this Agreement (whether by Owner or Contractor) shall not relieve (a) Contractor and Owner of each of its obligations with respect to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, this Agreement and all rights granted hereunder to You shall immediately terminate, and: A. You shall immediately cease to operate the Franchise and shall not relieve Contractor thereafter, directly or indirectly, represent to the public or hold itself out as a present or former franchisee of its obligations AIRSOPURE. B. You shall immediately and liabilities for permanently cease to use, by advertising or in any other manner whatsoever, the portions Licensed Marks of AIRSOPURE, any other identifying characteristics or trade dress of the Work already completed prior to the date of termination. 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipmentsystem, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materialsconfidential methods, Deliverables procedures and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses techniques associated with the termination of this Agreement unless Owner elects to Franchise. C. You shall take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work action as may be necessary to preserve and protect Work already cancel any assumed name or equivalent registrations or listings in progress and to protect Materials at telephone or other directories which contain the Job Site names or in transit theretoLicensed Marks of AIRSOPURE, and You shall furnish AIRSOPURE with evidence satisfactory to comply AIRSOPURE of compliance with this obligation within 30 days after termination or expiration of this Agreement. D. You shall promptly pay all sums owing to AIRSOPURE and its subsidiaries and affiliates, including all damages, costs and expenses, including reasonable attorneys' fees, incurred by AIRSOPURE as a result of the default. E. You shall pay to AIRSOPURE all damages, costs and expenses, including reasonable attorneys' fees, incurred by AIRSOPURE subsequent to the termination or expiration of the Franchise herein granted in obtaining injunctive or other relief for the enforcement of any provisions of this Agreement. F. You shall immediately turn over to AIRSOPURE the Operations Manual, records, files, instructions, software, correspondence, and all other materials provided by AIRSOPURE related to the operation of the Franchise, and all copies thereof (all of which are acknowledged to be AIRSOPURE's property), and shall retain no copy or record of any of the foregoing, except only Your copy of this Agreement and any correspondence between the Parties, and any other documents which You reasonably need for compliance with any applicable Lawprovision of law. G. AIRSOPURE shall have the right, Permits but not the duty, to be exercised by notice of intent to do so within 30 days after termination or expiration, to purchase any or all signs, advertising materials, supplies and inventory and any Applicable Codes other items bearing AIRSOPURE's Licensed Marks, at Your cost or at fair market value, whichever is less. If the Parties cannot agree on the fair market value of such items, the Parties will select and Standards; (f) Contractor share the expense of an independent appraiser to determine fair market value. With respect to any purchase by AIRSOPURE as provided herein, AIRSOPURE shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with have the right to use, free of charge, set off against the purchase price all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of amounts due from You under this Agreement. In the event that Contractor terminates this Agreement pursuant to and in accordance with Section 31.5.2, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) of this Section 31.6.2(b) unless and until a Lender or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s default.

Obligations Upon Termination. 31.6.1 Any (i) Upon termination of this Agreement (whether by Owner or Contractor) shall not relieve (a) Contractor and Owner of each of its obligations with respect to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor other than pursuant to Section 31.5.2 and 11.C or 11.D) by either Party, in whole or in part, at the request of the Company the relevant Services shall continue to be provided by LMIC to assist in the orderly transition of control over the day-to-day operation of the Company until alternate arrangements can reasonably be made by the Company (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreementthe “Transition Services”); provided, and however, that the Transition Services shall not relieve Contractor be required to be provided for a period of its obligations and liabilities for time extending beyond ninety (90) days from the portions of the Work already completed prior to the effective date of termination, unless otherwise agreed to by the Parties. 31.6.2 (ii) Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave by either Party, LMIC shall, upon the Job Site request and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession sole cost of the Job Site Company, promptly deliver to the Company all books and records that are, or are deemed by this Agreement, the property of the Materials Company; provided, however, that LMIC shall be entitled to retain copies of such books, records and files. (whether at iii) Notwithstanding the Job Siteforegoing, in transit or otherwise); (c) except as otherwise directed by OwnerLMIC shall not be obligated to make available any software, Contractor shall promptly assign to Owner or its designee any contract rights (including warrantiesinformation management systems, licenses, patents proprietary underwriting standards and copyrights) that it, methods or any other Confidential Information of its Subcontractors, has to LMIC (“LMIC Property”). Upon the provision of any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) LMIC Property to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with Company for any period of time following the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit theretosole discretion of LMIC, the Company shall, upon the request of LMIC, execute confidentiality and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawingslicense agreements, in compliance form and substance satisfactory to LMIC in its sole discretion, with Exhibit J; respect to any LMIC Property. (giv) Contractor LMIC shall provide Owner and its designee with have the right to use, free charge a reasonable fee for the use LMIC Property and for its provision of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating Transition Services to the Work that Owner deems necessary Company, as provided in this Section 11.F, including but not limited to complete charges consistent with Section 6.A. All costs associated with the Workprovision of Transition Services to the Company shall be the responsibility of the Company and shall be due within forty five (45) days after invoice from LMIC, and Contractor shall execute such documents as which invoice may be reasonably requested provided monthly by Owner LMIC. No later than forty five (45) days after LMIC ceases to evidence provide Transition Services to the Company pursuant to this Agreement, LMIC shall deliver to the Company detailed written statements for all transition charges incurred and not included in any previous statements submitted to the Company. The amounts owed hereunder shall be due and payable within forty five (45) days of receipt of such right; statements. (hv) Contractor All obligations of LMIC and the Company which expressly or by their nature survive termination of this Agreement shall assist Owner continue in preparing an inventory of all Materials in use or in storage at the Job Site; full force and (i) Contractor shall take such other action as required hereunder upon effect subsequent to and notwithstanding termination of this Agreement. In the event that Contractor terminates this Agreement pursuant to and , until they are satisfied in accordance with Section 31.5.2full or, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) of this Section 31.6.2(b) unless and until a Lender or another Person on behalf of Owner has curedby their nature, or has agreed in writing to cure, Owner’s defaultexpire.

Obligations Upon Termination. 31.6.1 Any After receipt of a notice of termination, and except as otherwise directed by the Contract Manager, the Contractor shall proceed as follows: Stop work under the Project Work Order on the date, and to the extent, specified in the notice. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract as is not terminated. Assign to the WSIB, in the manner, at the times, and to the extent directed by the Contract Manager all of the rights, titles, and interest of the Contractor under the orders and subcontracts so terminated, in which case the WSIB has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Contract Manager to the extent he or she may require, which approval or ratification shall be final for all the purposes of this Agreement (whether clause. Transfer title to the WSIB and deliver in the manner, at the times, and to the extent, if any, as directed by Owner the Contract Manager, any property that, if the Contract had been completed, would have been required to be furnished to the WSIB. Complete performance of such part of the work not terminated by the WSIB. Take such action as may be necessary, or Contractor) shall not relieve (a) as the Contract Manager may direct, for the protection and preservation of the property related to this Contract which is in the possession of the Contractor and Owner in which the WSIB has or may acquire an interest. The term “property” shall include but not be limited to all WSIB managed funds, assets and all other property of each of its value allowed to be controlled by the Contractor under this Contract. By such termination, neither the WSIB nor the Contractor may nullify obligations with respect already incurred for performance or failure to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for the portions of the Work already completed perform prior to the date of termination. 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this Agreement. In the event that Contractor terminates this Agreement pursuant to and in accordance the termination date does not coincide with Section 31.5.2the last day of a quarter, the Contractor shall not be obligated entitled to comply with paragraphs (c) through (h) (inclusive) a prorated portion of this Section 31.6.2(b) unless the fees earned and until a Lender or another Person on behalf of Owner has curedto which the Contractor is entitled for the quarter during which termination occurs, or has agreed in writing to cure, Owner’s defaultutilizing the intra-month fee calculation formula adopted by the WSIB.

Obligations Upon Termination. 31.6.1 Any 18.7.1. Upon termination of this Agreement (whether by Owner or Contractor) shall not relieve Contract, Contractor shall: (a) Contractor and Owner cease all of each of its obligations with respect to confidentiality as set forth herein, the Work promptly; (b) any Party protect all property in the possession of any obligation hereunder Contractor in which expressly the Owner has or by implication survives termination hereofmay acquire an interest, if any; and (c) Owner use reasonable efforts to mitigate all liability, damages, costs and expenses constituting part of its obligation the Termination Payment, including by cancelling (to pay amounts owing the extent cancellable) all Subcontracts that are not assigned to the Owner, in which case the Owner’s liability to reimburse Contractor for costs incurred in connection with such cancellation shall be limited to any cancellation or other early termination penalties actually paid by Contractor in cancelling such Subcontracts. 18.7.2. Upon termination of this Contract by (i) the Contractor pursuant to Section 31.5.2 and Clauses 18.2 or 18.6 (din circumstances where the Owner is the “Defaulting Party”) any Party of its indemnity obligations or liabilities for loss or damage (ii) the Owner pursuant to another Party in accordance 18.3, provided that Contractor has complied with this Agreement, and shall not relieve Contractor of its obligations and liabilities for under Clause 18.7.1, the portions of Owner shall be obligated to pay the Work already completed prior to following (the date of termination.“Termination Payment”): 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; Contractor’s Actual Costs incurred in demobilisation; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, Contractor’s Actual Costs incurred by Contractor in transit or otherwise)terminating contracts with its Subcontractors; and (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent that Contractor has done work in respect of a Milestone but has not submitted an Application for Payment in respect thereof, the aggregate price of such work. As conditions to Contractor’s entitlement to the foregoing amount, Contractor shall have supplied to the Owner (i) the documents described in Clause 7.2, (ii) a Release of Claims and (iii) such other documents in respect of the amount described in sub- clause (c) above. 18.7.3. Within sixty (60) Days after the Owner’s receipt of Contractor’s invoice setting forth a calculation of the Termination Payment with appropriate supporting documentation, the Owner shall pay Contractor an amount equal to the amount so directed determined except for any amount that the Owner requires to be audited. In such event, such audit shall be performed by an independent certified accounting firm of international reputation selected by the Owner. Such audit shall be completed within ninety (90) Days after Contractor’s submission of an invoice for such amounts, and the amount determined as payable in the auditors’ report shall be paid within such ninety (90) Day period. If Contractor disputes any portion of the amount so audited, the Owner shall cancel as quickly as possible pay all amounts that are not in dispute, and upon terms satisfactory to Owner all orders placed by it with Subcontractors and such Dispute shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated be resolved in accordance with the provisions of Clause 14. Any underpayment or overpayment made by the Owner shall accrue interest at the Delayed Payment Rate from the date such payment was due until the date such payment is made. 18.7.4. Except as specifically provided in Clauses 7.5.2 and 18.8, payment of the Termination Payment shall be the sole and exclusive liability of the Owner, and the sole and exclusive remedy of Contractor, with respect to termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this Agreement. In the event that Contractor terminates this Agreement Contract pursuant to and in accordance with Section 31.5.2, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) of this Section 31.6.2(b) unless and until a Lender Clause 18.2 or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s default18.3.

Obligations Upon Termination. 31.6.1 Any Within thirty (30) days of the expiration or termination date of this Agreement Agreement, Leasing Agent shall furnish to Owner in writing a list of prospects, if any, with whom Leasing Agent has been “holding negotiations” for lease of space in the Property or for any Lease Extension or Renewal as defined in Section 5.3(c) or Lease Expansion as defined in Section 5.3(e). For the purposes of this Paragraph, Leasing Agent shall be deemed to have been holding negotiations, and no further evidence need be submitted to Owner, if either (whether by Owner i)(A) Leasing Agent has been in contact with such prospective tenant at any time within the sixty (60) days preceding the termination or Contractor) shall not relieve (a) Contractor and Owner expiration of each of its obligations with respect to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for (B) Leasing Agent has shown, or caused to be shown, to said prospective tenant the portions Property or a model of the Work already completed prior Property, or (ii) Leasing Agent has submitted a written leasing proposal to such party relating to occupancy of the date of termination. 31.6.2 Upon a Property or to any Lease Extension or Lease Expansion. If, within three (3) months after the expiration or termination of this Agreement pursuant Agreement, whichever is applicable, any space at the Property is leased to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession any one of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that itparties with which Leasing Agent was holding negotiations, or any Lease Extension or Lease Expansion is entered into with any of its Subcontractorssuch parties, has Leasing Agent shall be considered the procuring broker hereunder for such space and shall be entitled to receive from Owner a commission in accordance with Article V below as if such transaction occurred prior to such termination or expiration date, as applicable. If Leasing Agent shall fail to furnish such a written list, Owner shall not be liable for any commission with respect to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials space at the Job Site Property leased after the expiration or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this Agreement. In Further, if for any reason other than intentional suspension of negotiations to avoid payment of a commission hereunder, no agreement has been reached respecting space in the event that Contractor terminates this Agreement pursuant to and in accordance Property or any Lease Extension or Renewal or Lease Expansion, with Section 31.5.2any such tenant within said three (3) month period, Contractor Owner shall not be obligated to comply with paragraphs (c) through (h) (inclusive) liable for any commission hereunder for such tenant. The provisions of this Section 31.6.2(b) unless and until a Lender 2.4 shall survive the termination or another Person on behalf expiration of Owner has cured, or has agreed in writing to cure, Owner’s defaultthis Agreement.

Obligations Upon Termination. 31.6.1 Any Upon termination of this Agreement: (i) AFS forthwith shall, subject to Section 7.2, at the option of Insurer return or destroy (and certify in writing the destruction of) all papers and materials containing Confidential Information (as defined below) then in AFS’ possession, custody or control, and AFS shall certify to Insurer its compliance to such effect upon the request of Insurer (except that AFS may retain archival copies of any data, so long as AFS protects the confidentiality of any Confidential Information therein in accordance with Section 7 of this Agreement, and thereafter may retain copies of such data as part of AFS’ general backup archives, 769633.6 CHI1 1860180v.6 subject to its obligations under Section 7); and (ii) Insurer’s rights to access the Site, to grant access to any Authorized User and to use the Services or any portion thereof shall terminate. The obligation of Insurer hereunder to pay charges and fees due (i) on or before termination hereunder and any Sales Taxes imposed thereon, and Sections 4.2 and 6 through 15 inclusive as well as (ii) those fees due after termination and continuing for the duration of any policies then in force (specifically any royalty payment obligations arising under any Pricing Exhibit), shall survive any expiration or termination of this Agreement (whether by Owner or Contractor) shall not relieve (a) Contractor and Owner of each of its obligations with respect to confidentiality as set forth herein, (b) any Party of portion thereof. Upon any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for the portions of the Work already completed prior to the date of termination. 31.6.2 Upon a termination of this Agreement pursuant or any Work Order for any reason, Insurer shall have the right, for up to this Article 31 or Article 32: six (a6) Contractor shall leave months (the Job Site “Transition Period”), to obtain from AFS all Services and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession assistance reasonably necessary to accomplish a transition of the Job Site Services being performed by AFS in a smooth and of orderly fashion from AFS to Insurer and/or to any replacement vendor(s) designated by Insurer, with minimal interruption of, or adverse impact on, Insurer’s business, the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that itServices, or any of its Subcontractorsother relevant services provided by third parties with respect to the Services. Such transition services shall include, has to any without limitation, and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner Insurer: (i) assistance in transferring data files to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to payan industry-standard format; (dii) to the extent so directed by the Ownerreasonable technical, Contractor shall cancel as quickly as possible operational and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontractstraining support; (eiii) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use using commercially reasonable efforts to execute assist Insurer in obtaining or continuing services provided by third parties. Insurer agrees that portion if AFS is required to commit additional resources to accomplish said transition over and above those allocated to Insurer at the time of termination, the availability of such resources is subject to any pre-existing commitments of such personnel to other customers by AFS. If AFS proprietary software is reasonably required or has been installed on Insurer equipment, and continued use of such AFS proprietary software/systems is reasonably necessary by Insurer to prepare future illustrations or to migrate illustration work to another vendor, AFS hereby grants Insurer, effective on the commencement of the Transition Period, a perpetual (subject to termination as set forth below), royalty free, nontransferable license to use the applicable AFS proprietary software (the “AFS Software”) in compiled desktop form and on an “as is” basis (and without warranties of any kind), for the limited purpose of preparing illustrations in the ordinary course of conducting its business and/or migrating illustration work to another vendor (the “Desktop License”). The AFS Software may only be accessed and used by employees of Insurer, and may not in any way be accessed by or provided to any third parties. Insurer shall be solely responsible for all damages arising from its use of the AFS Software. AFS may terminate the Desktop License by written notice to Insurer in the event of any breach of the foregoing terms which is not cured within thirty (30) days following Insurer’s receipt of such written notice. Upon any such termination Insurer will cease all use of the AFS Software and will return the AFS Software to AFS. All Services and transition assistance provided by AFS during the Transition Period shall be provided at the rates provided in each applicable Work as Order at the time of expiration or termination, or if ambiguous or inapplicable, at rates comparable to similarly situated AFS customers. If requested by Insurer, the parties will enter in to a one-year Archival Fixed Maintenance Agreement pursuant to which AFS will provide general support services in connection with Insurer’s use of the Desktop License for an annual fee of $24,000. The Archival Fixed Maintenance Agreement may be necessary to preserve and protect Work already in progress and to protect Materials at renewed for additional one-year terms upon the Job Site or in transit theretomutual agreement of the parties. Further, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably if requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage Insurer, AFS shall, at the Job Site; and AFS’ then current consulting rates, (i) Contractor shall take such other action as required hereunder upon termination of this Agreementmake reasonably requested changes to its proprietary software subject to the Desktop License, and (ii) provide results testing services; provided that changes to investment options within the Insurer Products that do not require additional programming or new or additional functionalities are included in the annual fee. Any additional consulting services may be provided by AFS at its then-current rates. In the event that Contractor terminates Insurer is transitioning the Services to another Vendor, AFS may be afforded the opportunity to continue to provide the Services, and the terms and conditions of this Agreement shall remain in effect with respect to such Plans subject to the continued payment of the Royalty Payments set forth in Schedule 3. In the event that Insurer is discontinuing the Insurer Products, AFS shall continue to provide to Plan sponsors benefits plan support services pursuant to and in accordance with Section 31.5.2, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) of this Section 31.6.2(b) unless the ePlan Services Service Agreement between AFS and until a Lender or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s defaultsuch Plan sponsors.

Obligations Upon Termination. 31.6.1 Any Upon termination or expiration of this Retail Agreement (whether by Owner or Contractor) all rights granted hereunder to Rite Aid shall not relieve (a) Contractor forthwith terminate and Owner be of each of its obligations with respect no further force and effect following up to confidentiality a 9 month transition period and, except as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation provided in this Section; A. Rite Aid shall immediately cease to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, operate the Business and shall not relieve Contractor of its obligations and liabilities for the portions of the Work already completed prior thereafter, directly or indirectly, represent to the date public or hold itself out as a present or former licensee of terminationGNC. 31.6.2 Upon a termination of this Agreement pursuant B. Rite Aid shall immediately and permanently cease to this Article 31 use, by advertising or Article 32: (a) Contractor shall leave the Job Site in any other manner whatsoever, any confidential methods, procedures and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses techniques associated with the termination of this Agreement unless Owner elects System, the Proprietary Marks "GNC" and "GENERAL NUTRITION CENTER"; and all ---------- * This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission. other proprietary marks and distinctive forms, slogans, signs, symbols or devices associated with the System. In particular, without limitation, Rite Aid shall cease to use all signs, equipment, advertising materials and any other articles which display the Proprietary Marks and other marks proprietary to GNC. C. Rite Aid shall take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work action as may be necessary to preserve cancel any assumed name or equivalent registration which contains the name "GNC" 'GENERAL NUTRITION CENTER" or any other service mark or trademark of GNC; and protect Work already in progress and Rite Aid shall furnish GNC with eviden▇▇ ▇atisfactory to protect Materials at the Job Site GNC of compliance with this obligation within 30 days after termination or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor expiration of this Retail Agreement. D. Rite Aid shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, make such modifications or alterations to the extent availableBusiness premises of each store (including, final “as-built” drawingswithout limitation, in compliance with Exhibit J; (gchanging the trade dress and changing the color scheme and/or other distinctive design features) Contractor shall provide Owner and its designee with the right to use, free immediately upon termination or expiration of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents this Retail Agreement as may be reasonably requested necessary to distinguish the appearance of said Stores from that of other GNC stores under the System. E. Rite Aid agrees, in the event it continues to operate or subsequently begins to operate any other business, not to use any reproduction, counterfeit, copy, or colorable imitation of the Proprietary Marks either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake, or deception, or which is likely to dilute GNC's exclusive rights in and to the Proprietary Marks or other marks proprietary to GNC; and further agrees not to utilize any designation of original or description or representation which falsely suggests or represents an association or connection with GNC which constitutes unfair competition. F. Rite Aid shall promptly pay all sums owing to GNC, including interest on overdue monies. G. Rite Aid shall pay to GNC all damages, costs and expenses, including reasonable attorney's fees, incurred by Owner GNC subsequent to evidence such right; (h) Contractor the termination or expiration of this Retail Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this Section. H. GNC shall assist Owner in preparing an have the option, at any time , to purchase from Rite Aid all but not less than all of the inventory of all Materials GNC Brand Products owned by Rite Aid, at Rite Aids cost, based on the most recent invoices received by Rite Aid. If GNC does not purchase the GNC Product from Rite Aid, then for a period of twelve (12) months after the termination or expiration of this Retail Agreement and notwithstanding anything in use the foregoing to the contrary Rite Aid may continue to sell its inventory of Products in the normal course. I. All covenants, obligations, and agreements of Rite Aid or GNC which by their terms or by reasonable implication are to be performed, in whole or in storage at part, after the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination expiration of this Retail Agreement. In the event that Contractor terminates this Agreement pursuant to and in accordance with Section 31.5.2, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) of this Section 31.6.2(b) unless and until a Lender survive such termination or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s defaultexpiration.

Obligations Upon Termination. 31.6.1 Any termination of this Agreement (whether The transactions to be consummated and the formalities to be completed by Owner or Contractor) the Parties on the Transfer Date shall not relieve be the following: The Concessionaire shall (a) Contractor hand over fully vacant, peaceful, unencumbered and Owner un-encroached possession of each of its obligations with respect all the Project Assets, the Project Site and the Project to confidentiality as set forth herein, the Concessioning Authority for Re 1/- only; (b) any Party of any obligation hereunder transfer all its rights, titles and interests in the assets comprised in the Project, the Project Site and the Project Assets which expressly or by implication survives termination hereof, (c) Owner of its obligation are required to pay amounts owing be transferred to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party the Concessioning Authority in accordance with this AgreementAgreement and execute deeds of conveyance, documents and shall not relieve Contractor of its obligations other writings as the Concessioning Authority may reasonably require for conveying, divesting and liabilities for assigning all the portions rights, title and interest of the Work already completed prior Concessionaire in the Project and the Project Facilities, including the right to receive outstanding insurance claims to the date of termination.extent due and payable to the Concessionaire, absolutely unto the Concessioning Authority or its nominee; and; 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except hand over to the Concessioning Authority all documents including as otherwise directed by Ownerbuilt drawings, Contractor shall promptly assign manuals and records relating to Owner or its designee any contract rights (including warranties, licenses, patents operation and copyrights) that it, or any maintenance of its Subcontractors, has to any and all Materials, Deliverables the Project and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; Project Facilities; (d) transfer technology and up-to-date know-how relating to operation and maintenance of the Project Assets and/or the Project; (e) transfer or cause to be transferred to the Concessioning Authority any Project Agreements and Applicable Permits which are (i) valid and subsisting, (ii) legally capable of being transferred to the Concessioning Authority and (iii) those that the Concessioning Authority has chosen to take over, and cancel or cause to be cancelled such Project Agreements not transferred to the Concessioning Authority. (f) to the extent so directed by possible assign to the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials Concessioning Authority or its nominated agency at the Job Site or in transit thereto, time of transfer all unexpired guarantees and to comply with any applicable Law, Permits warranties by subcontractors and any Applicable Codes suppliers and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; insurance policies; (g) Contractor shall provide Owner at its cost remove from the Project Site all moveable assets and its designee with movable property comprised in the right to useProject/Project Facilities, free of charge, all other patented, copyrighted and other proprietary information which are not taken over by or Intellectual Property relating transferred to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this AgreementConcessioning Authority. In the event the Concessionaire fails to remove such objects within the stipulated time, the Concessioning Authority or its nominated agency may remove and transport or cause removal and transportation of such objects, after giving the Concessionaire notice of its intention to do so to a suitable location for safe storage. The Concessionaire shall be liable to bear the reasonable cost and the risk of such removal, transportation and storage; The CONCESSIONING AUTHORITY shall ensure that Contractor terminates all Project Assets shall have been renewed and cured of all defects and deficiencies as necessary so that the Project assets are compliant with the Specifications and Standards set forth in this Agreement pursuant Agreement. The assets, prior to transfer, shall be subject to Condition survey Any failure on part of Concessionaire in handover of project and project assets, in accordance with Section 31.5.2terms of timeliness and condition and extent of transfer of project site and assets, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) treated as a Concessionaire event of this Section 31.6.2(b) unless and until a Lender or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s defaultDefault.

Obligations Upon Termination. 31.6.1 Any After receipt of a notice of termination, and except as otherwise directed by the Contract Manager, the Contractor must proceed as follows: Stop work under the Contract Work Order on the date, and to the extent, specified in the notice. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract as is not terminated. Assign to the WSIB, in the manner, at the times, and to the extent directed by the Contract Manager all of the rights, titles, and interest of the Contractor under the orders and subcontracts so terminated, in which case the WSIB has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Contract Manager to the extent required. This approval or ratification is final for all the purposes of this Agreement (whether clause. Transfer title to the WSIB and deliver in the manner, at the times, and to the extent, if any, as directed by Owner the Contract Manager, any property that, if the Contract had been completed, would have been required to be furnished to the WSIB. Complete performance of such part of the work not terminated by the WSIB. Take such action as may be necessary, or Contractor) shall not relieve (a) as the Contract Manager may direct, for the protection and preservation of the property related to this Contract which is in the possession of the Contractor and Owner in which the WSIB has or may acquire an interest. The term “property” includes but is not be limited to all WSIB managed funds, assets and all other property of each of its value allowed to be controlled by the Contractor under this Contract. By such termination, neither the WSIB nor the Contractor may nullify obligations with respect already incurred for performance or failure to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for the portions of the Work already completed perform prior to the date of termination. 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this Agreement. In the event that the termination date does not coincide with the last day of a quarter, the Contractor terminates this Agreement pursuant is entitled to and in accordance with Section 31.5.2a prorated portion of the fees earned for the quarter during which termination occurs, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) of this Section 31.6.2(b) unless and until a Lender or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s defaultutilizing the intra-month fee calculation formula adopted by the WSIB.

Obligations Upon Termination. 31.6.1 Any Upon termination of this Agreement: (i) AFS forthwith shall, subject to Section 7.2, at the option of Insurer return or destroy (and certify in writing the destruction of) all papers and materials containing Confidential Information (as defined below) then in AFS’ possession, custody or control, and AFS shall certify to Insurer its compliance to such effect upon the request of Insurer (except that AFS may retain archival copies of any data, so long as AFS protects the confidentiality of any Confidential Information therein in accordance with Section 7 of this Agreement, and thereafter may retain copies of such data as part of AFS’ general backup archives, subject to its obligations under Section 7); and (ii) Insurer’s rights to access the Site, to grant access to any Authorized User and to use the Services or any portion thereof shall terminate. The obligation of Insurer hereunder to pay charges and fees due (i) on or before termination hereunder and any Sales Taxes imposed thereon, and Sections 4.2 and 6 through 15 inclusive as well as (ii) those fees due after termination and continuing for the duration of any policies then in force (specifically any royalty payment obligations arising under any Pricing Exhibit), shall survive any expiration or termination of this Agreement (whether by Owner or Contractor) shall not relieve (a) Contractor and Owner of each of its obligations with respect to confidentiality as set forth herein, (b) any Party of portion thereof. Upon any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for the portions of the Work already completed prior to the date of termination. 31.6.2 Upon a termination of this Agreement pursuant or any Work Order for any reason, Insurer shall have the right, for up to this Article 31 or Article 32: six (a6) Contractor shall leave months (the Job Site “Transition Period”), to obtain from AFS all Services and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession assistance reasonably necessary to accomplish a transition of the Job Site Services being performed by AFS in a smooth and of orderly fashion from AFS to Insurer and/or to any replacement vendor(s) designated by Insurer, with minimal interruption of, or adverse impact on, Insurer’s business, the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that itServices, or any of its Subcontractorsother relevant services provided by third parties with respect to the Services. Such transition services shall include, has to any without limitation, and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner Insurer: (i) assistance in transferring data files to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to payan industry-standard format; (dii) to the extent so directed by the Ownerreasonable technical, Contractor shall cancel as quickly as possible operational and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontractstraining support; (eiii) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use using commercially reasonable efforts to execute assist Insurer in obtaining or continuing services provided by third parties. Insurer agrees that portion if AFS is required to commit additional resources to accomplish said transition over and above those allocated to Insurer at the time of termination, the availability of such resources is subject to any pre-existing commitments of such personnel to other customers by AFS. If AFS proprietary software is reasonably required or has been installed on Insurer equipment, and continued use of such AFS proprietary software/systems is reasonably necessary by Insurer to prepare future illustrations or to migrate illustration work to another vendor, AFS hereby grants Insurer, effective on the commencement of the Transition Period, a perpetual (subject to termination as set forth below), royalty free, nontransferable license to use the applicable AFS proprietary software (the “AFS Software”) in compiled desktop form and on an “as is” basis (and without warranties of any kind), for the limited purpose of preparing illustrations in the ordinary course of conducting its business and/or migrating illustration work to another vendor (the “Desktop License”). The AFS Software may only be accessed and used by employees of Insurer, and may not in any way be accessed by or provided to any third parties. Insurer shall be solely responsible for all damages arising from its use of the AFS Software. AFS may terminate the Desktop License by written notice to Insurer in the event of any breach of the foregoing terms which is not cured within thirty (30) days following Insurer’s receipt of such written notice. Upon any such termination Insurer will cease all use of the AFS Software and will return the AFS Software to AFS. All Services and transition assistance provided by AFS during the Transition Period shall be provided at the rates provided in each applicable Work as Order at the time of expiration or termination, or if ambiguous or inapplicable, at rates comparable to similarly situated AFS customers. If requested by Insurer, the parties will enter in to a one-year Archival Fixed Maintenance Agreement pursuant to which AFS will provide general support services in connection with Insurer’s use of the Desktop License for an annual fee of $24,000. The Archival Fixed Maintenance Agreement may be necessary to preserve and protect Work already in progress and to protect Materials at renewed for additional one-year terms upon the Job Site or in transit theretomutual agreement of the parties. Further, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably if requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage Insurer, AFS shall, at the Job Site; and AFS’ then current consulting rates, (i) Contractor shall take such other action as required hereunder upon termination of this Agreementmake reasonably requested changes to its proprietary software subject to the Desktop License, and (ii) provide results testing services; provided that changes to investment options within the Insurer Products that do not require additional programming or new or additional functionalities are included in the annual fee. Any additional consulting services may be provided by AFS at its then-current rates. In the event that Contractor terminates Insurer is transitioning the Services to another Vendor, AFS may be afforded the opportunity to continue to provide the Services, and the terms and conditions of this Agreement shall remain in effect with respect to such Plans subject to the continued payment of the Royalty Payments set forth in Schedule 3. In the event that Insurer is discontinuing the Insurer Products, AFS shall continue to provide to Plan sponsors benefits plan support services pursuant to and in accordance with Section 31.5.2, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) of this Section 31.6.2(b) unless the ePlan Services Service Agreement between AFS and until a Lender or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s defaultsuch Plan sponsors.

Obligations Upon Termination. 31.6.1 Any termination of this Agreement (whether The transactions to be consummated and the formalities to be completed by Owner or Contractor) the Parties on the Transfer Date shall not relieve be the following: The Concessionaire shall (a) Contractor hand over fully vacant, peaceful, unencumbered and Owner un‐encroached possession of each of its obligations with respect all the Project Assets, the Project Site and the Project to confidentiality as set forth herein, the Concessioning Authority for Re (b) any Party of any obligation hereunder transfer all its rights, titles and interests in the assets comprised in the Project, the Project Site and the Project Assets which expressly or by implication survives termination hereof, (c) Owner of its obligation are required to pay amounts owing be transferred to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party the Concessioning Authority in accordance with this AgreementAgreement and execute deeds of conveyance, documents and shall not relieve Contractor of its obligations other writings as the Concessioning Authority may reasonably require for conveying, divesting and liabilities for assigning all the portions rights, title and interest of the Work already completed prior Concessionaire in the Project and the Project Facilities, including the right to receive outstanding insurance claims to the date of termination.extent due and payable to the Concessionaire, absolutely unto the Concessioning Authority or its nominee; and; 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except hand over to the Concessioning Authority all documents including as otherwise directed by Ownerbuilt drawings, Contractor shall promptly assign manuals and records relating to Owner or its designee any contract rights (including warranties, licenses, patents operation and copyrights) that it, or any maintenance of its Subcontractors, has to any and all Materials, Deliverables the Project and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; Project Facilities; (d) transfer technology and up‐to‐date know‐how relating to operation and maintenance of the Project Assets and/or the Project; (e) transfer or cause to be transferred to the Concessioning Authority any Project Agreements and Applicable Permits which are (i) valid and subsisting, (ii) legally capable of being transferred to the Concessioning Authority and (iii) those that the Concessioning Authority has chosen to take over, and cancel or cause to be cancelled such Project Agreements not transferred to the Concessioning Authority. (f) to the extent so directed by possible assign to the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials Concessioning Authority or its nominated agency at the Job Site or in transit thereto, time of transfer all unexpired guarantees and to comply with any applicable Law, Permits warranties by subcontractors and any Applicable Codes suppliers and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; insurance policies; (g) Contractor shall provide Owner at its cost remove from the Project Site all moveable assets and its designee with movable property comprised in the right to useProject/Project Facilities, free of charge, all other patented, copyrighted and other proprietary information which are not taken over by or Intellectual Property relating transferred to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this AgreementConcessioning Authority. In the event the Concessionaire fails to remove such objects within the stipulated time, the Concessioning Authority or its nominated agency may remove and transport or cause removal and transportation of such objects, after giving the Concessionaire notice of its intention to do so to a suitable location for safe storage. The Concessionaire shall be liable to bear the reasonable cost and the risk of such removal, transportation and storage; The CONCESSIONING AUTHORITY shall ensure that Contractor terminates all Project Assets shall have been renewed and cured of all defects and deficiencies as necessary so that the Project assets are compliant with the Specifications and Standards set forth in this Agreement pursuant Agreement. The assets, prior to transfer, shall be subject to Condition survey Any failure on part of Concessionaire in handover of project and project assets, in accordance with Section 31.5.2terms of timeliness and condition and extent of transfer of project site and assets, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) treated as a Concessionaire event of this Section 31.6.2(b) unless and until a Lender or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s defaultDefault.

Obligations Upon Termination. 31.6.1 Any Upon termination of this Agreement (whether by Owner for any reason or Contractor) shall not relieve (a) Contractor and Owner the expiration of each the Term according to the terms of its obligations with respect to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, the relationship created hereby shall immediately cease and Manager shall not relieve Contractor of its obligations and liabilities have no further right to act for the portions Company or draw ​ checks on the Operating Account or pursue any of the Work already completed prior to the date of termination. 31.6.2 Upon a termination of activities described in this Agreement pursuant to and Manager shall have no further obligations under this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignmentAgreement, subject to Ownerthe remainder of this Section 10.3. In the event of termination, Manager agrees, for a reasonable period of time not to exceed ninety (90) days, to fulfill all reporting, bookkeeping and related functions hereunder (including, without limitation, continuing to (i) maintain separate and complete Records for the Property, and (ii) provide the Company and its advisors with any information and data (including a detailed report) necessary for such parties to prepare and file the Company’s assumption of same andfederal, state and/or local income tax returns) through the period for which the Company agrees to pay Manager a management fee acceptable to Manager, which management fee shall in no event be greater than the Asset Management Fee paid hereunder (and shall be prorated, if requiredapplicable, Owner’s adequate assurance for the number of days of any month in which Manager provides such services). Upon termination, for a reasonable period of time not to exceed ninety (90) days, Manager shall, at the sole cost and expense of the Company, also forthwith (i) deliver to the Company, as received, any monies due the Company under this Agreement but received after such Subcontractors regarding Owner’s ability to pay; termination, (dii) to the extent so directed by in Manager’s possession, deliver to the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated Company (or in accordance with the termination Company’s reasonable instructions) all materials and supplies, keys, copies of this Agreement unless Owner elects contracts, agreements and documents, and copies of such other accounting papers, books and records pertaining to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition operation of the Work Property and thereafter shall use commercially reasonable efforts the Company as the Company may request, (iii) assign any right Manager may have in and to execute that portion any existing contracts and guarantees relating to the operation and maintenance of the Work Property as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit theretoCompany shall require, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (fiv) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent availablein Manager’s possession, final “as-built” drawingsdeliver to the Company or the Company’s duly appointed agent all records, contracts, Leases, Service Contracts, receipts for deposits, unpaid bills, summary of all Leases, in compliance with Exhibit J; (g) Contractor shall provide Owner existence at the time of termination and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information papers or Intellectual Property relating documents that pertain to the Work that Owner deems necessary to complete Property or the WorkCompany, and Contractor shall execute such documents as may be (v) perform any other actions, or deliver any other documents, reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this Agreement, including, without limitation, for a reasonable period of time not to exceed ninety (90) days, facilitate an orderly transition of management to a new asset manager for the Company. In This Section 10.3 shall survive the event that Contractor terminates this Agreement pursuant to and in accordance with Section 31.5.2, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) expiration or earlier termination of this Section 31.6.2(b) unless and until a Lender or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s defaultAgreement.

Obligations Upon Termination. 31.6.1 Any termination of this Agreement (whether by Owner or Contractor) shall not relieve (a) Contractor and Owner of each of its obligations with respect to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for the portions of the Work already completed prior to the date of termination. . #100592900v5 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this Agreement. In the event that Contractor terminates this Agreement pursuant to and in accordance with Section 31.5.2, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) of this Section 31.6.2(b) unless and until a Lender or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s default.

Obligations Upon Termination. 31.6.1 Any Upon termination of this Agreement: (a) All authorizations and licenses granted by Juniper Networks will terminate and all rights shall revert to Juniper Networks. Licenses granted in this Agreement will extend to all Product and Services for which purchase orders have been accepted and for which Product and Services will be delivered post-termination and for all Services which J- Partner is in process of performing, except where termination is for nonpayment. (b) J-Partner may sell only Product in its inventory and any additional Product for which purchase orders have been accepted on or before termination date. (c) If J-Partner was providing Services directly to End Users, Juniper Networks will provide such services to End Users in accordance with Juniper Networks’ standard support policies or reassign the provision of Juniper Networks’ Services to another authorized reseller in the region, provided that J-Partner pays Juniper Networks or the other authorized reseller all Services fees paid by End User to J-Partner for the remainder of the Services term. (d) The parties will immediately return to the other all of the other’s materials, documentation, data and Confidential Information, including all related materials that were derived therefrom. (e) Neither party will be liable to the other party for any claims or damages of any kind arising out of termination of this Agreement (whether by Owner or Contractor) shall not relieve (a) Contractor and Owner of each of its obligations with respect to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this AgreementSections 7.4.1, and shall not relieve Contractor of its obligations and liabilities 7.4.2 or 7.4.3, including any incidental or consequential damages, including without limitation any compensation, reimbursement for the portions loss of the Work already completed prior to the date prospective profits, anticipated sales or goodwill. However, termination will not extinguish any liability of termination. 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon either party arising before termination of this Agreement, including without limitation for payments due. In the event that Contractor terminates this Agreement pursuant J-PARTNER WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATIONS UPON TERMINATION OF THIS AGREEMENT BY OPERATION OF LAW OR OTHERWISE, OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT. (f) The parties shall cooperate with each other to complete all outstanding obligations to End Users and in accordance with Section 31.5.2, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) of this Section 31.6.2(b) unless and until a Lender or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s defaulteach other.

Obligations Upon Termination. 31.6.1 Any Upon termination of this Agreement (whether by Owner with or Contractor) shall not relieve without cause, (a) Contractor All rights and Owner licenses granted to SUPPLIER hereunder shall immediately terminate and all such rights shall revert to VA LINUX. Notwithstanding the foregoing sentence, all licenses shall extend to Product currently being manufactured, tested, and packaged pursuant to accepted Purchase Orders, and all Product in the process of each of its obligations with respect being Delivered pursuant to confidentiality as set forth herein, accepted Purchase Orders; (b) any Party All rights and licenses granted to VA LINUX hereunder shall immediately terminate and all such rights shall revert to SUPPLIER. Notwithstanding the foregoing sentence, all licenses shall extend to Product currently being manufactured, tested, and packaged pursuant to accepted Purchase Orders, all Product in the process of any obligation hereunder which expressly or by implication survives termination hereofbeing Delivered pursuant to accepted Purchase Orders, and all Product previously Delivered; *Redacted; confidential treatment requested. (c) Owner SUPPLIER shall immediately return to VA LINUX or destroy all VA LINUX Confidential Information and Intellectual Property and all materials, things, and devices related thereto or derived therefrom, and all copies of the same, and certify by sworn statement of one of its obligation officers that all such materials and copies have been returned to pay amounts owing to Contractor pursuant to Section 31.5.2 and VA LINUX or destroyed; (d) any Party VA LINUX shall immediately return to SUPPLIER or destroy all SUPPLIER Confidential Information and Intellectual Property and all materials, things, and devices related thereto or derived therefrom, and all copies of the same, and certify by sworn statement of one of its indemnity obligations officers that all such materials and copies have been returned to SUPPLIER or liabilities for destroyed; (e) SUPPLIER shall Deliver to VA LINUX at SUPPLIER's expense, as VA LINUX directs, all consignment, Tooling, and other property owned by VA LINUX in SUPPLIER's possession, and, if applicable, SUPPLIER shall direct its vendors to return all such property owned by VA LINUX to VA LINUX. SUPPLIER shall bear the risk of loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for the portions of the Work already completed prior to the date of termination. 31.6.2 Upon a termination of property VA LINUX owns under this Agreement pursuant until Delivered to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit thereto, and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with the right to use, free of charge, all other patented, copyrighted and other proprietary information or Intellectual Property relating to the Work that Owner deems necessary to complete the Work, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory of all Materials in use or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this Agreement. In the event that Contractor terminates this Agreement pursuant to and in accordance with Section 31.5.2, Contractor shall not be obligated to comply with paragraphs (c) through (h) (inclusive) of this Section 31.6.2(b) unless and until a Lender or another Person on behalf of Owner has cured, or has agreed in writing to cure, Owner’s defaultVA LINUX.

Obligations Upon Termination. 31.6.1 Any termination 1. In the event of this Agreement (whether by Owner or Contractor) shall not relieve (a) Contractor and Owner of each of its obligations with respect to confidentiality as set forth herein, (b) any Party of any obligation hereunder which expressly or by implication survives termination hereof, (c) Owner of its obligation to pay amounts owing to Contractor pursuant to Section 31.5.2 and (d) any Party of its indemnity obligations or liabilities for loss or damage to another Party in accordance with this Agreement, and shall not relieve Contractor of its obligations and liabilities for the portions of the Work already completed prior to the date of termination. 31.6.2 Upon a termination of this Agreement pursuant to this Article 31 or Article 32: (a) Contractor shall leave the Job Site and remove from the Job Site all Contractor equipment, waste, rubbish and Hazardous Substances as Owner may request; (b) Owner shall take possession of the Job Site and of the Materials (whether at the Job Site, in transit or otherwise); (c) except as otherwise directed by Owner, Contractor shall promptly assign to Owner or its designee any contract rights (including warranties, licenses, patents and copyrights) that it, or any of its Subcontractors, has to any and all Materials, Deliverables and the Work, including contracts with Subcontractors and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors regarding Owner’s ability to pay; (d) to the extent so directed by the Owner, Contractor shall cancel as quickly as possible and upon terms satisfactory to Owner all orders placed by it with Subcontractors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of this Agreement unless Owner elects by INVO pursuant to take assignment of any such Subcontracts; (e) Contractor shall cooperate with Owner for the efficient transition of the Work and thereafter shall use commercially reasonable efforts to execute that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials at the Job Site or in transit theretoSection 3.B., and to comply with any applicable Law, Permits and any Applicable Codes and Standards; (f) Contractor shall promptly furnish Owner with copies of all Deliverables, Auto CAD compatible electronic files, Drawings and Specifications and, to the extent available, final “as-built” drawings, in compliance with Exhibit J; (g) Contractor shall provide Owner and its designee with INVO will have the right to usewithhold payment of any amounts owed by INVO under the Agreement as a set-off against any damages, free including fines and attorneys' fees, which INVO incurs as a result of chargeDISTRIBUTOR's default. 2. Immediately upon the termination or expiration of this Agreement, DISTRIBUTOR's appointment will terminate and all of DISTRIBUTOR's rights under the Agreement will terminate, including the right to any additional payments or fees, or other patentedtermination claims, copyrighted and other proprietary information or Intellectual Property relating except that DISTRIBUTOR will have the right to return its remaining inventory of the Products, subject to the Work that Owner deems necessary to complete the Work, terms and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such right; (h) Contractor shall assist Owner in preparing an inventory conditions of all Materials in use this Agreement. Following any expiration or in storage at the Job Site; and (i) Contractor shall take such other action as required hereunder upon termination of this Agreement, DISTRIBUTOR will within thirty (30) days of the effective date of termination return all unused Products in its inventory. In the event that Contractor terminates this Agreement pursuant to and in accordance with Section 31.5.2, Contractor INVO shall not be obligated to comply with paragraphs accept any returns after this thirty (c30) through (h) (inclusive) day period, or to accept any returns of any Products not in salable condition. INVO shall purchase all unused products at transfer price from the DISTRIBUTOR. September 2020 Confidential 3. The termination or expiration of this Section 31.6.2(bAgreement will operate as a cancellation, as of the date of the termination, of all orders which have not been accepted by INVO and, thereafter, INVO will not be obligated to fill such orders. DISTRIBUTOR will be not be obligated to pay for any Products shipped pursuant to an order not accepted at the time of the notice of termination, but will be required to pay for all Products shipped pursuant to any order accepted prior to delivery of notice of termination, that are not returned. Within thirty (30) unless days after the date of termination or expiration of the Agreement, DISTRIBUTOR will pay all outstanding invoices and until a Lender deliver to INVO any and all other sums due INVO from DISTRIBUTOR under the Agreement and will return to INVO all trade secret and confidential information belonging to INVO, along with any and all sales aids which INVO may have supplied to DISTRIBUTOR under this Agreement. 4. Upon the expiration or another Person on behalf effective date of Owner has curedtermination of this Agreement, DISTRIBUTOR will immediately remove from its premises, website and elsewhere all signs, promotion and advertising relating to being the exclusive distributor of INVO and the Products and will stop all use of the INVO Trademarks and all other trademarks and trade names identified with the Products. DISTRIBUTOR will also ensure that all such use by any assistant or subsidiary or others claiming rights from DISTRIBUTOR will also immediately cease and will no longer use, without INVO’s written consent, any name, title, or expression in connection with any business in which DISTRIBUTOR is engaged which, in the judgment of INVO, so nearly resembles any trademark or trade name, or part thereof, owned by INVO, including the INVO Trademarks, as to be likely to lead to confusion or uncertainty on the part of the public. 5. Upon the expiration or effective date of termination of this Agreement, INVO will immediately remove from its premises, website and elsewhere all signs and advertising relating to DISTRIBUTOR and its affiliated businesses. 6. It is understood by the Parties hereto that in the event of the termination of this Agreement or its expiration, INVO shall have no obligation whatsoever to reimburse or otherwise compensate DISTRIBUTOR, in whole or in part, for the capital or labor investment undertaken in connection with the storage or utilization of the Products, including without limitation its investment in personal or real property or any improvements thereto, any personnel employed by DISTRIBUTOR engaged in the use, handling, storage or utilization of the Products, for advertising, promotion or marketing efforts undertaken in connection with the Products, or to compensate or indemnify DISTRIBUTOR in any other way whatsoever, including without limitation on account of the loss of prospective profits on anticipated procedures, sales or commitments in connection with the business or goodwill of DISTRIBUTOR. DISTRIBUTOR acknowledges that (i) DISTRIBUTOR has agreed no expectation and has received no assurances that its business relationship with INVO will continue beyond the stated term of this Agreement or it’s termination in writing accordance with the terms of this Agreement, or that any investment by DISTRIBUTOR in the promotion of Products will be recovered or recouped by virtue of this Agreement; and (ii) DISTRIBUTOR will not have or acquire any vested, proprietary or other right in the promotion of the INVO Procedure or Products or in any goodwill created by its efforts under this Agreement. THE PARTIES ACKNOWLEDGE THAT THIS SECTION HAS BEEN INCLUDED AS A MATERIAL INDUCEMENT FOR INVO TO ENTER INTO THIS AGREEMENT AND THAT INVO WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS OF LIABILITY OUTLINED IN THIS SECTION. 7. The expiration or termination of this Agreement will not affect any existing obligation of either Party with respect to curemonies already owed or to Confidential Information (as defined below). 8. In the event of early termination, Owner’s defaultpursuant to Section 3.B of this Agreement, DISTRIBUTOR may continue to perform and discharge its contractual obligations to distribute and sell Products under this Agreement to its customers, which obligations DISTRIBUTOR had entered into prior to the effective date of termination. Further, DISTRIBUTOR may fulfil its obligations under any tenders which have been submitted by DISTRIBUTOR to the customers prior to the effective date of termination (whether awarded or not yet awarded). (Both the contractual obligations and obligations under the tenders specified in this clause shall be collectively referred to as “Ongoing Obligations”.) INVO will continue to sell the Products to Distributor to support the Ongoing Obligations, subject to the terms and conditions of this Agreement, provided that satisfactory proof of the Ongoing Obligations is submitted to INVO within thirty (30) days of termination September 2020 Confidential