Common use of Term of Agreement and Termination Clause in Contracts

Term of Agreement and Termination. (a) Unless terminated earlier as provided in this ARTICLE XIII, this Agreement shall continue in force until terminated, without cause, by a Party giving all other Parties at least one hundred eighty (180) days’ prior written notice; provided, however, that failure to give notice to any Party shall not affect notice given to another Party. For avoidance of any doubt, written notice of termination shall only terminate this Agreement as between the MPF Bank providing such notice and all other existing Parties to this Agreement, and the Agreement shall remain in full force and effect among all such other existing Parties. If the MPF Provider provides written notice of termination to an MPF Bank, the written notice of termination shall only terminate this Agreement as between such MPF Bank and all other existing Parties to this Agreement, and the Agreement shall remain in full force and effect among all such other existing Parties. (b) Notwithstanding the termination of this Agreement by any Party for any reason, the obligations of the terminating Party, the MPF Provider and any other Party thereby affected by the termination shall continue with respect to all Program Loans funded or purchased under this Agreement pursuant to Delivery Commitments issued prior to such termination, including, without limitation, the MPF Provider shall provide the services for each Program Loan acquired by an MPF Bank, and such MPF Bank shall pay the applicable Transaction Services Fees, continuously from the date of such termination until the earliest of: (1) the Program Loan's principal and interest have been paid in full in accordance with the requirements of the PFI Agreement; or (2) the Program Loan has been foreclosed or liquidated, the security property therefor properly disposed of, and the claim settled with the PFI; (3) an MPF Bank sells its Program Loans to another MPF Bank; or (4) in accordance with the procedures set forth in the FHLB Guide, the MPF Provider’s obligations are (i) transferred to a third party by agreement of such MPF Bank and the MPF Provider, (ii) transferred to a third party on written direction of the FHFA or (iii) with the consent of the MPF Provider, assumed by such MPF Bank. (c) Upon the termination of this Agreement for any reason, each MPF Bank agrees to use commercially reasonable efforts to promptly return to the MPF Provider all marketing and operational materials previously provided by the MPF Provider, and no longer needed by such MPF Bank to fulfill its remaining obligations hereunder, unless other mutually acceptable arrangements have been made.

Term of Agreement and Termination. This Agreement shall commence on its Effective Date and shall remain in effect unless terminated in accordance with this Section 10. In the event that an IJIS customer terminates its order for service with IJIS and Subcontractor is providing Services for such customer pursuant to a Task Order, then IJIS may terminate such Task Order with Subcontractor effective as of the date of termination by the corresponding IJIS customer. In the event that IJIS reasonably determines that personnel providing Services hereunder are not able to provide such Service in a satisfactory manner then IJIS will notify Subcontractor and Subcontractor will immediately replace such personnel with qualified individual(s) acceptable to IJIS. In the event that Subcontractor is unable to supply an acceptable replacement within a reasonable time frame of such notice from IJIS then IJIS may, at its option, notify Subcontractor that the corresponding Service is no longer requested and the Task Order will be modified to remove the corresponding Services and applicable funding. Either Party may terminate this Agreement or any Task Order if the other Party is in material breach of its obligations under this Agreement or Task Order and has not cured the breach within thirty (30) days written notice specifying the breach. Consent to extend the cure period shall not be unreasonably withheld, so long as the breaching Party has commenced cure during the thirty (30) day notice period, pursues cure of the breach in good faith, and cure appears likely. Either party may terminate this Agreement immediately by written notice to the other party upon: a) Unless terminated earlier as provided the other party becoming insolvent; b) the other Party’s initiation of any proceeding under Federal bankruptcy or state insolvency law regarding its own bankruptcy, reorganization, or insolvency; c) the initiation of any proceeding under Federal bankruptcy or state insolvency laws against the other party which is not dismissed within thirty (30) days; d) the appointment of a receiver or a similar officer for the other party or for a substantial part of the other party’s property; or e) the other party making an assignment for the benefit of creditors or otherwise being reorganized for the benefit of creditors Termination will not affect payment obligations incurred under this Agreement for Services performed in this ARTICLE XIII, an acceptable manner or for any pre-approved non-labor costs or non-labor obligations incurred by Subcontractor prior to the effective date of termination. Termination of this Agreement shall continue in force until terminatednot limit either Party from pursuing any other remedies available to it, without cause, by a Party giving all other Parties at least one hundred eighty (180) days’ prior written notice; provided, however, that failure to give notice to any Party shall not affect notice given to another Partyincluding injunctive relief. For avoidance of any doubt, written notice of termination shall only terminate this Agreement as between the MPF Bank providing such notice and all other existing Parties to this Agreement, and the Agreement shall remain in full force and effect among all such other existing Parties. If the MPF Provider provides written notice of termination to an MPF BankUpon request, the written notice of termination Parties shall only terminate this Agreement as between such MPF Bank and all other existing Parties to this Agreement, and the Agreement shall remain in full force and effect among all such other existing Parties. (b) Notwithstanding the termination of this Agreement by any Party for any reason, the obligations of the terminating Party, the MPF Provider and any other Party thereby affected by the termination shall continue with respect to all Program Loans funded or purchased under this Agreement pursuant to Delivery Commitments issued prior to such termination, including, without limitation, the MPF Provider shall provide the services for each Program Loan acquired by an MPF Bank, and such MPF Bank shall pay the applicable Transaction Services Fees, continuously from the date of such termination until the earliest of: (1) the Program Loan's principal and interest have been paid in full in accordance with the requirements of the PFI Agreement; or (2) the Program Loan has been foreclosed or liquidated, the security property therefor properly disposed of, and the claim settled with the PFI; (3) an MPF Bank sells its Program Loans to another MPF Bank; or (4) in accordance with the procedures set forth in the FHLB Guide, the MPF Provider’s obligations are (i) transferred to a third party by agreement of such MPF Bank and the MPF Provider, (ii) transferred to a third party on written direction of the FHFA or (iii) with the consent of the MPF Provider, assumed by such MPF Bank. (c) Upon the termination of this Agreement for any reason, each MPF Bank agrees to use commercially reasonable efforts to promptly return to the MPF Provider all marketing and operational other any identified data, records, or other materials previously provided by under the MPF Providerprovisions of Section 16, and Confidential or Proprietary Information. Each party must notify the other of sale or divestiture within 30 days of occurrence. Should the parent company of either party sell or divest itself of the subsidiary, the other party has the right to terminate the contract within 30 days of notification with no longer needed by such MPF Bank to fulfill its remaining obligations hereunder, unless other mutually acceptable arrangements have been maderecourse/liability for doing so.

Term of Agreement and Termination. (a) Unless terminated earlier as provided in this ARTICLE XIII, 8.01 The term of this Agreement shall extend from the Effective Date and shall continue in force until terminatedfor a period of ten (10) years unless otherwise terminated as herein provided (the "Initial Term"). To the extent that LICENSOR is not in default under the terms hereof, without cause, by LICENSOR shall have the option of extending or renewing this LICENSE for a Party giving all other Parties at least one hundred eighty second term of ten (18010) days’ prior written notice; provided, however, years (the "First Renewal Term") under the same terms and conditions as set forth herein provided that failure to give LICENSOR shall have provided notice to LICENSEE of its intent to renew this LICENCE not less than 180 days prior to the expiration of the Initial Term. To the extent LICENSOR is not in default during the First Renewal Term, LICENSOR shall have the further option of extending this LICENSE for an additional term of ten (10) years (the "Second Renewal Term") under terms and conditions as set forth herein provided that LICENSOR shall have provided notice to LICENSEE of its intent to renew this LICENCE not less than 180 days prior to the expiration of the First Renewal Term. All notices of renewal shall be in writing and provided to LICENSEE at the address for notices further set forth herein. 8.02 At the end of the Term of this LICENSE and any Party shall not affect notice given to another Party. For avoidance renewals thereof, the parties may renegotiate the terms and conditions of any doubt, written notice of termination shall only the LICENSE and extend same on terms and conditions as may be mutually agreeable. 8.03 LICENSOR may at its option terminate this Agreement as between the MPF Bank providing such notice and all other existing Parties to this Agreement, and the Agreement shall remain in full force and effect among all such other existing Parties. If the MPF Provider provides by written notice to LICENSEE upon the occurrence of termination any of the following events: (a) LICENSEE fails to an MPF Bankmake timely payment of any amount due (including, but not limited to the supplemental royalty payments described in Article VI above or the royalties described in Article V) or shall fail to perform any other obligation under this Agreement and said failure shall continue for a period of thirty (30) days after written notice from LICENSOR to LICENSEE of termination shall only terminate this Agreement as between such MPF Bank and all other existing Parties to this Agreement, and the Agreement shall remain in full force and effect among all such other existing Parties.failure; (b) Notwithstanding In the termination event that LICENSEE shall dissolve, cease active business operations, or liquidate; provided, however that this provision shall not be applicable to any such occurrence which is incident to any merger or consolidation by LICENSEE with or into, or a sale or other transfer by LICENSEE of this Agreement by any Party for any reasonsubstantially all of its assets to, the a person firm or corporation, if such person, firm or corporation expressly assumes and agrees to perform all of Licensee's obligations of the terminating Party, the MPF Provider and any other Party thereby affected by the termination shall continue with respect to all Program Loans funded or purchased under this Agreement pursuant and LICENSOR agrees to Delivery Commitments issued prior to such termination, including, without limitation, the MPF Provider shall provide the services for each Program Loan acquired by an MPF Bank, and such MPF Bank shall pay the applicable Transaction Services Fees, continuously from the date of such termination until the earliest of: (1) the Program Loan's principal and interest have been paid this arrangement in full in accordance with the requirements of the PFI Agreement; or (2) the Program Loan has been foreclosed or liquidated, the security property therefor properly disposed of, and the claim settled with the PFI; (3) an MPF Bank sells its Program Loans to another MPF Bank; or (4) in accordance with the procedures set forth in the FHLB Guide, the MPF Provider’s obligations are (i) transferred to a third party by agreement of such MPF Bank and the MPF Provider, (ii) transferred to a third party on written direction of the FHFA or (iii) with the consent of the MPF Provider, assumed by such MPF Bankwriting. (c) This Agreement shall terminate automatically if LICENSEE shall become bankrupt or insolvent and/or if the business of LICENSEE shall be placed in the hands of a receiver, assignee, or trustee, whether by voluntary act of LICENSEE or otherwise. (d) In the event that management of LICENSEE changes from the management currently managing the operations of the LICENSEE. 8.04 This Agreement shall terminate at the option of the non-breaching party if either party fails to perform or fulfill any obligation or condition required to be performed or fulfilled by it, in the time and manner herein provided, or materially breaches this agreement in any manner, and, if such default or breach shall continue for thirty (30) days after written notice thereof the non-breaching or defaulting party shall have the right to terminate this Agreement. If such breach is of a nature that it cannot be cured within said thirty (30) day period but can be cured within a reasonable time thereafter, then the non-breaching or defaulting party may terminate this Agreement if efforts to cure such breach have not commenced or such efforts are not proceeding and being continued diligently both during and after such thirty day period prior to the breach being cured. Such rights to terminate the license granted by this Technology License Agreement shall be in addition to and shall not be prejudicial to any right or remedies, at law or in equity that said other party may have on account of such default. 8.05 Upon the termination of this Agreement for any reasoncause, each MPF Bank agrees nothing herein shall be construed to use commercially reasonable efforts to promptly return release either party of any obligation matured prior to the MPF Provider effective date of such termination. LICENSEE may, after the effective date of such termination, sell all marketing and operational materials previously LICENSED PRODUCTS that it may have on hand at the date of termination, provided that it pays earned royalties thereon as provided in this Agreement. 8.06 Waiver by either party hereto of a particular instance of any of its rights hereunder shall not be considered as a continuing waiver of the MPF Provider, and no longer needed by such MPF Bank to fulfill its remaining obligations rights or of any other rights hereunder, unless other mutually acceptable arrangements have been made.

Term of Agreement and Termination. (a) Unless terminated earlier as provided in this ARTICLE XIII, 11.1 The duration of this Agreement shall continue be for a period of three (3) years from the date hereof, unless earlier terminated under the provisions of this Agreement. It is further agreed that this Agreement and the rights and authorizations granted hereunder shall be renewed automatically for additional successive one (1) year periods unless either party notifies the other party in force until terminated, without cause, by a Party giving all other Parties writing of its intention not to have Agreement and the rights and authorizations renewed at least one hundred eighty (180) days’ days prior written noticeto the expiration date of this Agreement, or its subsequent renewals. 11.2 Either party may terminate this Agreement on ninety (90) days notice in writing to the other party upon failure of the other party to perform any of its obligations hereunder; provided, however, that failure during such ninety (90) day period the party in default shall have fulfilled its obligations, this Agreement shall continue in effect as if such notice had not been given. 11.3 The right of termination by Representative or ISC under Paragraph 11.2 and Paragraph 11.4 or by ISC under Paragraph 11.5 shall be in addition to give any other rights or remedies permitted by operation of law or in equity or under any other provision of this Agreement. 11.4 Subject to the rights of termination to ISC by Paragraph 11.5 below, either party may, upon written notice to the other, terminate and cancel this Agreement in the event that the other party voluntarily files a bankruptcy petition, and said petition is not disposed of within thirty (30) days, or in the event that the other party is insolvent and unable to pay its debts as they mature, or if such party shall make an assignment for the benefit of creditors or have a receiver appointed for it or its property. 11.5 In the event Representative fails to make any Party payments required under this Agreement, ISC shall not affect notice given to another Partynotify Representative of such failure in writing. For avoidance of any doubt, written notice of termination shall only ISC may terminate this Agreement as between the MPF Bank providing such notice and all rights and licenses hereunder upon thirty (30) days written notice if Representative fails to make the required payment within thirty (30) days following the receipt of the payment failure notice. The provisions of this paragraph shall not apply if Representative's failure to perform or delay in performance are for reasons of force majeure. 11.6 In the event Representative establishes a business relationship with a service vendor other existing Parties than ISC that provides substantially similar services to the services described herein, ISC reserves the right, at its discretion to terminate this Agreement by giving one hundred eighty (180) days notice in writing to Representative. 11.7 ISC reserves the right to take all actions, including termination of services provided to Representative or Representative's customers pursuant to this Agreement, and the Agreement shall remain in full force and effect among all such other existing Parties. If the MPF Provider provides written notice of termination which ISC considers necessary to an MPF Bankcomply with applicable national or international communications regulations, the written notice of termination shall only terminate this Agreement as between such MPF Bank and all other existing Parties to this Agreementlaws, and the Agreement shall remain in full force and effect among all such other existing Partiesor tariffs. (b) Notwithstanding the termination of this Agreement by any Party for any reason, the obligations of the terminating Party, the MPF Provider and any other Party thereby affected by the termination shall continue with respect to all Program Loans funded or purchased under this Agreement pursuant to Delivery Commitments issued prior to such termination, including, without limitation, the MPF Provider shall provide the services for each Program Loan acquired by an MPF Bank, and such MPF Bank shall pay the applicable Transaction Services Fees, continuously from the date of such termination until the earliest of: (1) the Program Loan's principal and interest have been paid in full in accordance with the requirements of the PFI Agreement; or (2) the Program Loan has been foreclosed or liquidated, the security property therefor properly disposed of, and the claim settled with the PFI; (3) an MPF Bank sells its Program Loans to another MPF Bank; or (4) in accordance with the procedures set forth in the FHLB Guide, the MPF Provider’s obligations are (i) transferred to a third party by agreement of such MPF Bank and the MPF Provider, (ii) transferred to a third party on written direction of the FHFA or (iii) with the consent of the MPF Provider, assumed by such MPF Bank. (c) Upon the termination of this Agreement for any reason, each MPF Bank agrees to use commercially reasonable efforts to promptly return to the MPF Provider all marketing and operational materials previously provided by the MPF Provider, and no longer needed by such MPF Bank to fulfill its remaining obligations hereunder, unless other mutually acceptable arrangements have been made.

Term of Agreement and Termination. 12.1 This Agreement will come into force on the Effective Date and will remain in effect for a period of three (3) years (the "Initial Term") unless earlier terminated by either party pursuant to this Section 12. Upon expiration of the Initial Term, the Agreement will automatically be renewed for successive one (1) year periods unless either party notifies the other in writing of its intent not to renew at least ninety (90) days in advance of the expiration/renewal date. 12.2 Either party may suspend its performance and/or terminate this Agreement immediately upon written notice at any time if: (a) Unless terminated earlier as provided The other party is in this ARTICLE XIIImaterial breach of any warranty, term, condition or covenant of this Agreement shall continue other than those contained in force until terminatedSection 21 and fails to cure that breach within thirty (30) days after written notice of that breach; (b) The other party is in material breach of any warranty, without causeterm, by a Party giving all other Parties at least one hundred eighty (180) days’ prior written noticecondition or covenant of Section 21; provided, however, that failure to give notice to any Party shall not affect notice given to another Party. For avoidance of any doubt, the other party has ten (10) days after written notice of that breach within which it may discuss said breach with the first party prior to termination; or (c) The other party: (i) becomes insolvent; (ii) fails to pay its debts or perform its obligations in the ordinary course of business as they mature; (iii) admits in writing its insolvency or inability to pay its debts or perform its obligations as they mature; or (iv) makes an assignment for the benefit of creditors. 12.3 The following terms apply to any termination shall only terminate under this Agreement as between the MPF Bank providing such notice and all other existing Parties to Agreement: (a) Immediately upon any termination of this Agreement, RSI shall, to the extent and the Agreement shall remain in full force and effect among at times specified by Distributor, stop all such other existing Parties. If the MPF Provider provides written notice of termination to an MPF Bankwork on outstanding Purchase Orders, the written notice of termination shall only terminate this Agreement as between such MPF Bank and all other existing Parties to this Agreementincur no further direct cost, and the Agreement shall remain protect all property in full force and effect among all such other existing Partieswhich Distributor has or may acquire an interest. (b) Notwithstanding the Except as provided in Section 11, immediately upon any termination of this Agreement by any Party for any reasonAgreement, each party will return to the obligations other party or, pursuant to the other party's written instructions, destroy all materials in its possession containing Confidential Information of the terminating Party, the MPF Provider and any other Party thereby affected by the termination party. Returned Confidential Information materials shall continue with respect to all Program Loans funded or purchased under this Agreement pursuant to Delivery Commitments issued prior to such termination, including, without limitation, the MPF Provider shall provide the services for each Program Loan acquired by an MPF Bank, and such MPF Bank shall pay the applicable Transaction Services Fees, continuously from the date of such termination until the earliest of: (1) the Program Loan's principal and interest have been paid in full in accordance with the requirements of the PFI Agreement; or (2) the Program Loan has been foreclosed or liquidated, the security property therefor properly disposed of, and the claim settled with the PFI; (3) an MPF Bank sells its Program Loans to another MPF Bank; or (4) in accordance with the procedures set forth in the FHLB Guide, the MPF Provider’s obligations are (i) transferred to a third party by agreement of such MPF Bank and the MPF Provider, (ii) transferred to a third party on written direction of the FHFA or (iii) with the consent of the MPF Provider, assumed by such MPF Bankbe shipped freight collect. (c) If this Agreement and any Purchase Orders issued hereunder are terminated by Distributor, the Distributor, in addition to any other rights provided herein, may require RSI to transfer title and deliver to Distributor any completed Products. RSI will protect and preserve for Distributor's benefit such property in the possession of RSI, provided, however, that Distributor has paid to RSI all invoices then due and owing. 12.4 In the event of termination of this agreement, whether upon the expiration of its term or pursuant to the provisions of this Article 12, neither party shall be liable to the other for compensation, reimbursement or damages on account of the loss of prospective profits, or on account of expenditures, investments, leases, employee termination pay or other commitments or expenses relating to its business or good will. 12.5 In the event of termination, Distributor agrees to advise RSI of the status of all its efforts pertaining to the sale of the Products in the Territory. 12.6 Upon the termination of this Agreement for any reason, each MPF Bank agrees RSI or its nominee shall have the option of purchasing all or any portion of the Products held by Distributor on the date of termination which are new, non-obsolete, and in salable condition, by giving notice to use commercially reasonable efforts Distributor within 30 days after the termination date except such Products for which Distributor has open but unfilled orders. The price of such Products shall be the price paid to promptly return RSI by Distributor for such Products. 12.7 Notwithstanding anything contained herein to the MPF Provider all marketing contrary, Sections 8, 10.3, 10.4, 10.5, 12.3, 14, 15, 16, 17, 18, 19.1, 21 and operational materials previously provided by 28 of this Agreement shall survive termination of this Agreement and shall remain in full force and effect. 12.8 It is expressly understood and agreed that the MPF Providerright of termination set forth in this Article 12 is absolute, and no longer needed that the parties have considered the possibility of such termination and the possibility of loss and damage resulting therefrom, in making expenditures pursuant to the performance of this Agreement. It is the express intent and agreement of the parties that neither shall be liable to the other for damages or otherwise by such MPF Bank to fulfill its remaining obligations hereunder, unless other mutually acceptable arrangements have been madereason of the termination of this Agreement as hereinabove provided. 12.9 The parties expressly agree that they notice periods in this Section 12 are reasonable under the contemplated circumstances.

Term of Agreement and Termination. (a) 7.1 Unless terminated earlier as provided in this ARTICLE XIIIotherwise extended pursuant to Section 5.2, the term of this Agreement shall continue in force be from the Effective Date hereof until terminatedthe five (5) year anniversary of the Effective Date ("Term"). 7.2 If TI shall fail to pay royalties, without causeas required, by a Party giving all other Parties at least one hundred eighty and such failure is not cured, and any interest due paid, within sixty (18060) days’ prior written notice; provided, however, that failure to give notice to any Party shall not affect notice given to another Party. For avoidance of any doubt, days after written notice from IHTC to TI specifying the nature of termination such failure, IHTC shall only have the right to terminate this Agreement as between the MPF Bank providing such notice and all other existing Parties to this Agreement, and the licenses and immunities granted to both parties hereunder, by giving written notice to TI, and such termination shall be effective on the fifteenth day after the giving of such notice. 7.3 In the event this Agreement or the licenses and immunities granted hereunder, in whole or as to any specified patent or claim, shall be terminated pursuant to this Section 7, the corresponding licenses and sublicenses granted to Subsidiaries and affiliates of TI pursuant to Section 3 shall likewise terminate, but no notices need be given by IHTC to such Subsidiaries or affiliates. 7.4 No termination pursuant to this Section 7, or any other provisions of this Agreement shall remain relieve TI of any obligation or liability accrued hereunder prior to such termination, or rescind or give rise to any right to rescind anything done by TI or any payments made or other consideration given to IHTC hereunder prior to the time such termination becomes effective, and such termination shall not affect in full force and effect among all any manner any rights of IHTC arising under this Agreement prior to such other existing Parties. If the MPF Provider provides termination. 7.5 A party hereto may terminate this Agreement upon sixty (60) days written notice of termination to an MPF Bank, the written notice other party given at any time upon or after: (a) the filing by the other party of termination shall only terminate this Agreement as between such MPF Bank and all other existing Parties to this Agreement, and the Agreement shall remain a petition in full force and effect among all such other existing Parties.bankruptcy or insolvency; (b) Notwithstanding any adjudication that the other party is bankrupt or insolvent; (c) the filing by the other party of any petition or answer seeking reorganization, readjustment or arrangement of its business under any law relating to bankruptcy or insolvency; (d) the appointment of a receiver for all or substantially all of the property of the other party; (e) the making by the other party of any assignment for the benefit of creditors; (f) the institution of any proceedings for the liquidation or winding up of the other party's business or for the termination of its corporate charter; (g) (i) the sale, assignment or other transfer to any third party of majority ownership in such other party or of all or substantially all of the assets or business of such other party, or (ii) any change in control of such other party; or (h) the other party's consolidating with or merging with or into a third party in a transaction where the other party is not the surviving entity. In the event of such termination, the rights, licenses and immunities granted to the terminated party shall immediately terminate, but the rights, licenses and immunities granted to the other shall survive such termination of this Agreement subject to its continued compliance with the terms and conditions of this Agreement. 7.6 If a party or its affiliate acquire another entity ("Acquired Entity") wherein more than fifty percent of the outstanding shares or securities, representing the right to vote for the election of directors or other managing authority becomes owned or controlled directly or indirectly by any Party for any reasonsuch party, the obligations of the terminating Party, the MPF Provider and any other Party thereby affected by the termination grants granted to such party shall continue with respect to all Program Loans funded or purchased under this Agreement pursuant to Delivery Commitments issued be no broader than that which exists just prior to such terminationacquisition and no licenses or rights shall extend to the Acquired Entity, including, without limitationexcept that in any instance where either party acquires another entity, the MPF Provider rights and licenses hereunder shall provide be extended to such Acquired Entity and its assets but only as to activities and products sold by the services for each Program Loan acquired by an MPF Bank, and such MPF Bank shall pay the applicable Transaction Services Fees, continuously from Acquired Entity or its assets occurring after the date of such termination until the earliest of: (1) the Program Loan's principal and interest have been paid in full in accordance with the requirements of the PFI Agreement; or (2) the Program Loan has been foreclosed or liquidated, the security property therefor properly disposed of, and the claim settled with the PFI; (3) an MPF Bank sells its Program Loans to another MPF Bank; or (4) in accordance with the procedures set forth in the FHLB Guide, the MPF Provider’s obligations are (i) transferred to a third party by agreement of such MPF Bank and the MPF Provider, (ii) transferred to a third party on written direction of the FHFA or (iii) with the consent of the MPF Provider, assumed by such MPF Bankacquisition. (c) Upon the termination of this Agreement for any reason, each MPF Bank agrees to use commercially reasonable efforts to promptly return to the MPF Provider all marketing and operational materials previously provided by the MPF Provider, and no longer needed by such MPF Bank to fulfill its remaining obligations hereunder, unless other mutually acceptable arrangements have been made.

Term of Agreement and Termination. The term of this Agreement shall begin on the date written above and, unless terminated as herein provided, shall continue until December 31, 2012, at which time it shall automatically expire. Either party may terminate this Agreement, upon thirty (30) days written notice to the other party, regardless of whether the other party is in breach of or default under this Agreement. Either party may terminate this Agreement for cause, immediately upon written notice to the other party, if the other party breaches this Agreement or becomes insolvent or enters into liquidation, receivership or any procedure for the settlement of debts, including bankruptcy proceedings. If GME terminates this Agreement for cause, or DEALER terminates this Agreement without cause, then, GME may, at its sole option and discretion, exercise any of the following remedies: (i) cancel or refuse to ship any or all unfilled DEALER orders, refuse to accept any further DEALER orders and/or require DEALER to pay for unfilled DEALER orders in advance of shipment or on a C.O.D. basis; (ii) require DEALER promptly to ship to GME, at DEALER’s expense, any or all advertising and sales material bearing GME’s name and any other advertising and promotion material owned by GME; (iii) declare any or all open invoices due and payable immediately; and/or (iv) within thirty (30) days after termination, repurchase from DEALER any or all Products in DEALER’s inventory at the net prices DEALER paid to GME for the Products, less (a) Unless terminated earlier as provided a 25% restocking fee, (b) any freight and handling charges incurred by GME in this ARTICLE XIIIconnection with the repurchase and return of such Products, (c) any deductions for Products not returned in saleable condition or in the original packaging, and (d) any and all discounts and unearned allowances that GME may have paid to DEALER with respect to such Products. If GME terminates this Agreement shall continue in force until terminated, without cause, or DEALER terminates this Agreement for cause, then, GME may, at its sole option and discretion, exercise any of the following remedies: (i) cancel or refuse to ship any or all unfilled DEALER orders, refuse to accept any further DEALER orders and/or require DEALER to pay for unfilled DEALER orders in advance of shipment or on a C.O.D. basis; (ii) require DEALER promptly to ship to GME, at GME’s expense, any or all advertising and sales material bearing GME’s name and any other advertising and promotion material owned by a Party giving GME; and/or (iii) within thirty (30) days after termination, repurchase from DEALER any or all other Parties Products in DEALER’s inventory at least one hundred eighty the net prices DEALER paid to GME for the Products, less (180a) days’ prior written notice; providedany freight and handling charges incurred by GME in connection with the repurchase and return of such Products, however(b) any deductions for Products not returned in saleable condition or in the original packaging, and (c) any and all discounts and unearned allowances that failure GME may have paid to give notice DEALER with respect to any Party such Products. GME shall not affect notice given be liable to another Party. For avoidance of DEALER for any doubtindirect, written notice of termination shall only terminate this Agreement as between the MPF Bank providing such notice and all other existing Parties to incidental, consequential, special or punitive damages under or in connection with this Agreement, and the Agreement shall remain in full force and effect among all including, but not limited to, any such other existing Parties. If the MPF Provider provides written notice damages resulting from any termination or expiration of termination to an MPF Bank, the written notice of termination shall only terminate this Agreement as between such MPF Bank and all other existing Parties to this Agreement, and the Agreement shall remain in full force and effect among all such other existing Parties. (b) Notwithstanding the termination whether or not for cause. Termination of this Agreement by any Party GME for any reason, the obligations of the terminating Party, the MPF Provider and cause shall be without prejudice to any other Party thereby affected by the termination shall continue with respect rights or remedies available to all Program Loans funded GME at law, in equity or purchased under this Agreement pursuant to Delivery Commitments issued prior to such terminationAgreement. Upon any termination or expiration of this Agreement, including, without limitation, the MPF Provider shall provide the services for each Program Loan acquired by an MPF Bank, and such MPF Bank shall pay the applicable Transaction Services Fees, continuously from the date of such termination until the earliest of: (1) the Program Loan's principal and interest have been paid in full in accordance with the requirements of the PFI Agreement; or (2) the Program Loan has been foreclosed or liquidated, the security property therefor properly disposed of, and the claim settled with the PFI; (3) an MPF Bank sells its Program Loans to another MPF Bank; or (4) in accordance with the procedures set forth in the FHLB Guide, the MPF Provider’s obligations are (i) transferred DEALER shall immediately cease representing itself to be a third party by agreement dealer of such MPF Bank GME-branded products or making statements or engaging in conduct that could reasonably be construed as implying that DEALER is a dealer of GME- branded products, and the MPF Provider, (ii) transferred to a third party on written direction of the FHFA or (iii) with the consent of the MPF Provider, assumed by such MPF Bank. (c) Upon the termination of this Agreement for any reason, each MPF Bank agrees DEALER shall have no further right to use commercially reasonable efforts to promptly return to the MPF Provider all marketing and operational materials previously provided by the MPF ProviderGME’s name, and no longer needed by such MPF Bank to fulfill its remaining obligations hereundertrademarks, unless other mutually acceptable arrangements have been madetrade names or copyrighted materials.

Term of Agreement and Termination. 6.1 The terms ofthe Agreement shall commence on July I, 2016, and shall continue in effect through June 30, 2018. Thereafter, the Agreement may be renewed annually with the written approval of the parties through June 30,2020, unless terminated by either party in accordance with Section 6.2 of this Agreement. 6.2 This Agreement may be terminated prior to the ending date under the following conditions: 1. The foregoing notwithstanding, either party may terminate this Agreement, without cause, by providing the other party at least thirty (a30) Unless terminated earlier as days written notice; provided in this ARTICLE XIIIhowever, that this Agreement shall continue in force until terminatedand effect with respect to any Letter Purchase Orders issued by SBSC and accepted by DESF prior to the date of termination. 2. As to the assignment of DESF's Contractors to any projects, SBSC, in addition to all other rights and remedies for the failure of DESF to perform its obligations under any Letter Purchase Order issued pursuant this Agreement, may cancel this Agreement and any and all Letter Purchase Orders issued pursuant to this Agreement, in whole or in part, by written notice to DESF specifying the extent to which the Letter Purchase Order(s) or Agreement are canceled and the date upon which such cancellation becomes effective. DESF shall be entitled to payment only for Temporary Services rendered, and for approved expenses under this Agreement or any Letter Purchase Order. 3. Either party upon thirty (30) days written notice, without cause, by a Party giving all other Parties at least one hundred eighty (180) days’ prior written notice; provided, however, that failure to give notice to any Party shall not affect notice given to another Party. For avoidance of any doubt, written notice of termination shall only may terminate this Agreement as between the MPF Bank providing such notice and all other existing Parties Letter Purchase Orders issued pursuant to this Agreement. In the event of such termination, and DESF shall be entitled to payment for Temporary Services rendered to the Agreement shall remain in full force and effect among all such other existing Parties. If the MPF Provider provides written notice effective date of termination to an MPF Bank, and for any authorized expenses under the written notice of termination shall only terminate this Agreement as between such MPF Bank and all other existing Parties to this Agreement, and the Agreement shall remain in full force and effect among all such other existing Partiesapplicable Letter Purchase Order. (b) Notwithstanding 4. In the termination event oftermination of this Agreement by or any Party for any reasonLetter Purchase Order, the obligations of the terminating Party, the MPF Provider and any other Party thereby affected by the termination all SBSC property in DESF's possession shall continue with respect be forwarded promptly to all Program Loans funded or purchased under this Agreement pursuant to Delivery Commitments issued prior to such termination, including, without limitation, the MPF Provider shall provide the services for each Program Loan acquired by an MPF Bank, and such MPF Bank shall pay the applicable Transaction Services Fees, continuously from the date of such termination until the earliest of: (1) the Program Loan's principal and interest have been paid in full in accordance with the requirements of the PFI Agreement; or (2) the Program Loan has been foreclosed or liquidated, the security property therefor properly disposed of, and the claim settled with the PFI; (3) an MPF Bank sells its Program Loans to another MPF Bank; or (4) in accordance with the procedures set forth in the FHLB Guide, the MPF Provider’s obligations are (i) transferred to a third party by agreement of such MPF Bank and the MPF Provider, (ii) transferred to a third party on written direction of the FHFA or (iii) with the consent of the MPF Provider, assumed by such MPF BankSBSC. (c) Upon the termination of this Agreement for any reason, each MPF Bank agrees to use commercially reasonable efforts to promptly return to the MPF Provider all marketing and operational materials previously provided by the MPF Provider, and no longer needed by such MPF Bank to fulfill its remaining obligations hereunder, unless other mutually acceptable arrangements have been made.

Term of Agreement and Termination. (a) Unless terminated earlier as provided in this ARTICLE XIII, 8.01 The term of this Agreement shall extend from the Effective Date and shall continue in force until terminated, without cause, by a Party giving all other Parties unless terminated as herein provided. 8.02 LICENSOR may at least one hundred eighty (180) days’ prior written notice; provided, however, that failure to give notice to any Party shall not affect notice given to another Party. For avoidance of any doubt, written notice of termination shall only its option terminate this Agreement as between the MPF Bank providing such notice and all other existing Parties to this Agreement, and the Agreement shall remain in full force and effect among all such other existing Parties. If the MPF Provider provides by written notice to LICENSEE upon the occurrence of termination any of the following events: (a) LICENSEE fails to an MPF Bankmake timely payment of any amount due (including, but not limited to the supplemental royalty payments described in Article VI above or the royalties described in Article V) or shall fail to perform any other obligation under this Agreement and said failure shall continue for a period of thirty (30) days after written notice from LICENSOR to LICENSEE of termination shall only terminate this Agreement as between such MPF Bank and all other existing Parties to this Agreement, and the Agreement shall remain in full force and effect among all such other existing Parties.failure; (b) Notwithstanding In the termination event that LICENSEE shall dissolve, cease active business operations, or liquidate; provided, however that this provision shall not be applicable to any such occurrence which is incident to any merger or consolidation by LICENSEE with or into, or a sale or other transfer by LICENSEE of this Agreement by any Party for any reasonsubstantially all of its assets to, the a person firm or corporation, if such person, firm or corporation expressly assumes and agrees to perform all of Licensee's obligations of the terminating Party, the MPF Provider and any other Party thereby affected by the termination shall continue with respect to all Program Loans funded or purchased under this Agreement pursuant and LICENSOR agrees to Delivery Commitments issued prior to such termination, including, without limitation, the MPF Provider shall provide the services for each Program Loan acquired by an MPF Bank, and such MPF Bank shall pay the applicable Transaction Services Fees, continuously from the date of such termination until the earliest of: (1) the Program Loan's principal and interest have been paid this arrangement in full in accordance with the requirements of the PFI Agreement; or (2) the Program Loan has been foreclosed or liquidated, the security property therefor properly disposed of, and the claim settled with the PFI; (3) an MPF Bank sells its Program Loans to another MPF Bank; or (4) in accordance with the procedures set forth in the FHLB Guide, the MPF Provider’s obligations are (i) transferred to a third party by agreement of such MPF Bank and the MPF Provider, (ii) transferred to a third party on written direction of the FHFA or (iii) with the consent of the MPF Provider, assumed by such MPF Bankwriting. (c) This Agreement shall terminate automatically if LICENSEE shall become bankrupt or insolvent and/or if the business of LICENSEE shall be placed in the hands of a receiver, assignee, or trustee, whether by voluntary act of LICENSEE or otherwise. (d) In the event that management of LICENSEE changes from the management currently managing the operations of the LICENSEE. 8.03 This Agreement shall terminate at the option of the non-breaching party if either party fails to perform or fulfill any obligation or condition required to be performed or fulfilled by it, in the time and manner herein provided, or materially breaches this agreement in any manner, and, if such default or breach shall continue for thirty (30) days after written notice thereof the non-breaching or defaulting party shall have the right to terminate this Agreement. If such breach is of a nature that it cannot be cured within said thirty (30) day period but can be cured within a reasonable time thereafter, then the non-breaching or defaulting party may terminate this Agreement if efforts to cure such breach have not commenced or such efforts are not proceeding and being continued diligently both during and after such thirty day period prior to the breach being cured. Such rights to terminate the license granted by this Technology License Agreement shall be in addition to and shall not be prejudicial to any right or remedies, at law or in equity that said other party may have on account of such default. 8.04 Upon the termination of this Agreement for any reasoncause, each MPF Bank agrees nothing herein shall be construed to use commercially reasonable efforts to promptly return release either party of any obligation matured prior to the MPF Provider effective date of such termination. LICENSEE may, after the effective date of such termination, sell all marketing and operational materials previously LICENSED PRODUCTS that it may have on hand at the date of termination, provided that it pays earned royalties thereon as E-28 provided in this Agreement. 8.05 Waiver by either party hereto of a particular instance of any of its rights hereunder shall not be considered as a continuing waiver of the MPF Provider, and no longer needed by such MPF Bank to fulfill its remaining obligations rights or of any other rights hereunder, unless other mutually acceptable arrangements have been made.