Common use of Termination Assistance Clause in Contracts

Termination Assistance. Upon expiration or termination of this Agreement for any reason, Sub-Administrator/Accounting Agent will provide to Administrator termination assistance as described below in order to facilitate an orderly termination of the Services. Such termination assistance will consist of: (i) upon Administrator’s request, the continued provision of the Services during a termination assistance period not to exceed the longer of two (2) years from the date of termination or expiration of the Agreement or such period reasonably requested by Administrator and necessary to avoid business interruption but in no event longer than a combined total of two (2) years and nine (9) months (the “Termination Assistance Period”), (ii) upon reasonable request, delivering to the Administrator copies of the Administrator’s or a Fund’s records, in an XML format or other format reasonably requested by the Administrator, providing assistance to the Administrator and to third parties designated by the Administrator to transfer such records to another vendor or the Administrator; and (iii) providing such other assistance as reasonably requested by the Administrator and agreed to by the Sub-Administrator/Accounting Agent (collectively, the “Termination Assistance Services”). In the event that Administrator wishes to receive Termination Assistance Services, Administrator will provide Sub-Administrator/Accounting Agent with written notice prior to the scheduled termination or expiration of the Agreement, which notice will include the specified period of requested Termination Assistance Services (e.g., 1 month, 6 months, 1 year); provided, however, that Administrator may terminate the Termination Assistance Services and Termination Assistance Period at any time upon written notice to the Sub- Administrator/Accounting Agent and shall pay Sub- Administrator/Accounting Agent its compensation due for such Termination Assistance Services rendered as of the date of such termination. Except as expressly set forth herein, the parties agree that the terms and conditions of this Agreement, including, without limitation, the fees and payment obligations hereunder, shall govern the provision of the Services during any Termination Assistance Period. The Sub- Administrator/Accounting Agent shall be reasonably compensated for the delivery of records, the Services performed during any Termination Assistance Period and any other Termination Assistance Services under clauses (i)-(iii) above, provided, however, that the Sub- Administrator/Accounting Agent shall not be entitled to compensation under clauses (i)-(iii) above if the Agreement is terminated by the Administrator due to the Sub-Administrator/Accounting Agent’s material breach of the Agreement and subsequent failure to cure (where applicable) pursuant to Section 15(d)(i)-(vi), unless any such request for delivery of records or Termination Assistance Services is not consistent with industry standards.

Termination Assistance. Upon In connection with any termination or expiration or termination of this Agreement for any reason, Sub-Administrator/Accounting Agent and notwithstanding any Dispute between the parties, AmTrust will continue to provide to Administrator termination assistance as described below GMACI such Deliverables and/or Services which were previously provided by AmTrust and any new services (any new services agreed to by the parties will be provided for in order a Work Statement in accordance with Section 3.1 of this Agreement) that GMACI may require to facilitate an orderly termination transition the affected Services to a new supplier (the “Termination Assistance Services”) for a period of up to twenty-four (24) months following the Services. Such termination assistance will consist of: (i) upon Administrator’s request, the continued provision of the Services during a termination assistance period not to exceed the longer of two (2) years from the date of termination or expiration of the this Agreement or such period reasonably requested by Administrator and necessary to avoid business interruption but in no event longer than a combined total of two (2) years and nine (9) months (the “Termination Assistance Period”). AmTrust will provide to GMACI and any designated third party, (ii) upon reasonable request, delivering to the Administrator copies of extent available, applicable requirements, standards, policies, operating procedures and other documentation relating to the Administrator’s affected Deliverables or a Fund’s records, in an XML format or other format reasonably Services. If requested by GMACI, AmTrust will (i) assist GMACI in developing a termination assistance plan setting forth the Administratormethodology, providing assistance approach, deliverables and timelines that the parties will use to the Administrator and to third parties designated by the Administrator to transfer such records to another vendor or the Administrator; and (iii) providing such other assistance as reasonably requested by the Administrator and agreed to by the Sub-Administrator/Accounting Agent (collectively, the “Termination Assistance Services”). In the event that Administrator wishes to receive Termination Assistance Services, Administrator will provide Sub-Administrator/Accounting Agent with written notice prior to the scheduled termination or expiration of the Agreement, which notice will include the specified period of requested Termination Assistance Services (e.g., 1 month, 6 months, 1 year); provided, however, that Administrator may terminate deliver the Termination Assistance Services and (ii) assist GMACI as required to migrate data to any system replacing the Software Deliverable. Any Termination Assistance Services shall be provided at the same Fees set forth in the applicable Work Statement. For up to three (3) months after the Termination Assistance Period, at no charge to GMACI, AmTrust will answer all reasonable and pertinent verbal or written questions from GMACI regarding the Services on an “as needed” basis as agreed to by GMACI and AmTrust, and deliver to GMACI any remaining GMACI-owned reports and documentation still in AmTrust’s possession. AmTrust agrees that it has an obligation to provide GMACI with Termination Assistance Services to the extent GMACI continues to pay AmTrust the Fees set forth in the applicable Work Statement, and AmTrust’s quality and level of performance during the Termination Assistance Period at any time upon written notice will continue to adhere to the Sub- Administrator/Accounting Agent and shall pay Sub- Administrator/Accounting Agent its compensation due for such Termination Assistance Services rendered as of the date of such termination. Except as expressly set forth herein, the parties agree that the terms and conditions of this Agreement, including, without limitation, the fees and payment obligations hereunder, shall govern the provision of the Services during any Termination Assistance Period. The Sub- Administrator/Accounting Agent shall be reasonably compensated for the delivery of records, the Services performed during any Termination Assistance Period and any other Termination Assistance Services under clauses (i)-(iii) above, provided, however, that the Sub- Administrator/Accounting Agent shall not be entitled to compensation under clauses (i)-(iii) above if the Agreement is terminated by the Administrator due to the Sub-Administrator/Accounting Agent’s material breach of requirements in the Agreement and subsequent failure to cure (where applicable) pursuant to Section 15(d)(i)-(vi), unless any such request for delivery of records or Termination Assistance Services is not consistent with industry standardseach applicable Work Statement.

Termination Assistance. Upon the expiration of this Agreement or the termination of this Agreement under the preceding section, other than a termination based on a material breach by AMEX, CreditComm shall, upon AMEX's request: (1) continue to provide the Service to the extent requested by AMEX for any reason90 days, Sub-Administrator/Accounting Agent will provide in accordance herewith and in particular at the rates and Performance Standards for such Service in effect under this Agreement immediately prior to Administrator termination assistance as described below in order to facilitate an orderly termination such expiration or termination, unless expiration occurs at the end of the Services. Such termination assistance will consist of: (i) second Renewal term, in which case the parties shall agree upon Administrator’s request, the continued provision of the Services during a termination assistance period not to exceed the longer of two applicable Fees and service levels; and (2) years from the date of termination or expiration of the Agreement or provide such period reasonably requested assistance as required by Administrator and necessary to avoid business interruption but in no event longer than a combined total of two (2) years and nine (9) months (the “Termination Assistance Period”), (ii) upon reasonable request, delivering to the Administrator copies of the Administrator’s or a Fund’s records, in an XML format or other format reasonably requested by the Administrator, providing assistance to the Administrator and to third parties designated by the Administrator AMEX to transfer such the files/records to a new vendor or to AMEX itself and faciliate the transfer of any other Enrollee Records, provided however, nothing herein shall be construed to force CreditComm to provide any credit records [missing text] to another vendor or to AMEX itself (the Administrator; and (iii) providing such other assistance as reasonably requested by the Administrator and agreed to by the Sub-Administrator/Accounting Agent (collectively, the “"Termination Assistance Services”"). At all times, the list of Enrollees shall be AMEX's sole property and AMEX shall be entitled to continue to solicit the Enrollees for renewals, and to service such Enrollees either directly or through another vendor. CreditComm shall not use, market, or solicit the list of Enrollees or any portion thereof after this Agreement has expired or is terminated. Nothing herein shall prohibit CreditComm from continuing to solicit prospects, provided such solicitation efforts are without use of or reference to the list of Enrollees. After the expiration of the Termination Assistance Period, CreditComm shall (a) answer questions regarding the Services on an as needed basis for sixty (60) days, (b) deliver to AMEX any remaining AMEX-owned reports and documentation still in CreditComm's possession and (c) at AMEX's direction, destroy all AMEX data and information in its possession. CreditComm shall provide the Termination Assistance Services at no cost to AMEX, except as otherwise expressly provided in this Agreement. In the event that Administrator wishes to receive Termination Assistance ServicesAMEX terminates this Agreement because of a breach by CreditComm which is not timely cured, Administrator will provide SubCreditComm shall reimburse AMEX for reasonable out-Administrator/Accounting Agent of-pocket expenses incurred in connection with written notice prior to the scheduled termination or expiration of the Agreement, which notice will include the specified period of requested Termination Assistance Services (e.g., 1 month, 6 months, 1 year); provided, however, that Administrator may terminate the Termination Assistance Services and Termination Assistance Period at any time upon written notice to the Sub- Administrator/Accounting Agent and shall pay Sub- Administrator/Accounting Agent its compensation due for such Termination Assistance Services rendered as of the date of such termination. Except as expressly set forth herein, the parties agree that the terms and conditions of this Agreement, including, without limitation, the fees and payment obligations hereunder, shall govern the provision of transferring the Services during any Termination Assistance Period. The Sub- Administrator/Accounting Agent shall be reasonably compensated for the delivery of records, the Services performed during any Termination Assistance Period and any other Termination Assistance Services under clauses (i)-(iii) above, provided, however, that the Sub- Administrator/Accounting Agent shall not be entitled to compensation under clauses (i)-(iii) above if the Agreement is terminated by the Administrator due another vendor or to the Sub-Administrator/Accounting Agent’s material breach of the Agreement and subsequent failure to cure (where applicable) pursuant to Section 15(d)(i)-(vi), unless any such request for delivery of records or Termination Assistance Services is not consistent with industry standardsAMEX itself.

Termination Assistance. Upon expiration or termination of this Agreement for any reason, Sub-Administrator/Accounting Agent will provide to Administrator termination assistance as described below in order to facilitate an orderly termination of the Services. Such termination assistance will consist of: (i) upon Administrator’s request, the continued provision of the Services during a termination assistance period not to exceed the longer of two (2) years from From the date that a party receives notice of termination or expiration of the this Master Agreement or such period reasonably requested by Administrator and necessary to avoid business interruption but in no event longer than a combined total of two any Service Order until eighteen (2) years and nine (918) months after the termination or expiration of this Master Agreement or any Service Order, the Judicial Council reserves the right to request from Contractor termination assistance services, which services are described under this Section 5.6(E) (Termination Assistance) and/or the “applicable Service Order. At the Judicial Council’s request, during the Termination Assistance Period”), (ii) upon reasonable request, delivering Contractor shall provide to the Administrator copies of Judicial Council and any successor service provider identified by the Administrator’s or a Fund’s records, in an XML format or other format Judicial Council all assistance reasonably requested by the AdministratorJudicial Council to allow the terminating or expiring Services to continue without interruption, providing assistance to mitigate any disruption to the Administrator operation of the Judicial Council, and to third parties designated facilitate an orderly transition of the applicable Services to the Judicial Council or to a third-party successor service provider identified by the Administrator Judicial Council. The Judicial Council shall pay Contractor for all accepted Services received during such period at the rates set forth in Exhibit I (Pricing Exhibit). Contractor shall perform the termination assistance described above pursuant to transfer such records to another vendor or a plan agreed upon in writing by the Administrator; parties (which plan is incorporated by reference into this Master Agreement) that describes the expected termination assistance period, services and (iii) providing such any other assistance as parameters reasonably requested by the Administrator Judicial Council. Such termination assistance shall be considered “Services” under this Master Agreement. At the Judicial Council’s option and agreed to by the Sub-Administrator/Accounting Agent (collectivelyelection, the “Termination Assistance Services”). In the event that Administrator wishes to receive Termination Assistance Services, Administrator will provide Sub-Administrator/Accounting Agent with written notice prior to the scheduled termination or expiration of the Agreement, which notice will include the specified period of requested Termination Assistance Services (e.g., 1 month, 6 months, 1 year); provided, however, that Administrator Judicial Council may terminate extend the Termination Assistance Period for an additional six (6) months. Without limiting the foregoing, if a termination of this Master Agreement or any Service Order, or any part thereof occurs, then on the Judicial Council’s request, Contractor will continue to provide the Services and Termination Assistance Period at any time upon written notice to the Sub- Administrator/Accounting Agent and shall pay Sub- Administrator/Accounting Agent its compensation due for such Termination Assistance Services rendered as of the date of such termination. Except as expressly set forth herein, the parties agree that in accordance with the terms and conditions of this Master Agreement, including, without limitation, the fees and payment obligations hereunder, shall govern the provision of the Services during any Termination Assistance Period. The Sub- Administrator/Accounting Agent fees for these Services will be no different than those on-going fees for any terminated Service as identified in the applicable Service Order. If the Judicial Council requests Contractor to perform any Services beyond the remaining Term of this Master Agreement or the applicable Service Order, then the parties shall be reasonably compensated execute an amendment to this Master Agreement or the Service Order, or both, extending the expiration date(s) of such for the delivery of records, the Services performed during any Termination Assistance Period and any other Termination Assistance Services under clauses (i)-(iii) above, provided, however, that the Sub- Administrator/Accounting Agent shall not be entitled to compensation under clauses (i)-(iii) above if the Agreement is terminated duration requested by the Administrator due Judicial Council, and at a price not to exceed the Subpro-Administrator/Accounting Agent’s material breach of rated price for the Agreement and subsequent failure to cure (where applicableterminated Service(s) pursuant to Section 15(d)(i)-(vibased on the price in the most recent applicable Service Order(s), unless any such request for delivery of records or Termination Assistance Services is not consistent with industry standards.

Termination Assistance. Upon the expiration or termination of this Agreement for any reason, Sub-Administrator/Accounting Agent will Contractor shall provide to Administrator termination assistance as described below in order to facilitate an orderly GLI during any applicable notice period and for a reasonable period of time after the expiration or termination of the Services. Such termination assistance will consist of: this Agreement (i) upon Administrator’s requestsuch period, the continued provision of the Services during a termination assistance period not to exceed the longer of two (2) years from the date of termination or expiration of the Agreement or such period reasonably requested by Administrator and necessary to avoid business interruption but in no event longer than a combined total of two (2) years and nine (9) months (the “Termination Assistance Period”), (ii) upon reasonable request, delivering to the Administrator copies of the Administrator’s or a Fund’s records, in an XML format or other format such termination assistance as may be reasonably requested by GLI to facilitate the Administratororderly transition of Contractor’s responsibilities hereunder to GLI or its designee, providing assistance to including the Administrator timely and to third parties designated complete transfer of data as directed by GLI and full cooperation with the Administrator to transfer such records to another vendor or the Administrator; and new supplier (iii) providing such other assistance as reasonably requested by the Administrator and agreed to by the Sub-Administrator/Accounting Agent (collectively, the “Termination Assistance ServicesAssistance”). In the event that Administrator wishes to receive Termination Assistance Services, Administrator will provide Sub-Administrator/Accounting Agent with written notice prior shall be provided without charge to the scheduled termination or expiration of the Agreement, which notice will include the specified period of requested Termination Assistance Services (e.g., 1 month, 6 months, 1 year); provided, however, that Administrator may terminate GLI and during the Termination Assistance Services Period, Contractor shall perform at a minimum in conformance with the level of service with at least the same degree of accuracy, quality, completeness, timeliness, responsiveness and efficiency as was provided to GLI prior to commencement of the Termination Assistance Period at any time upon written notice to the Sub- Administrator/Accounting Agent and shall pay Sub- Administrator/Accounting Agent its compensation due for such Termination Assistance Services rendered as of the date of such terminationPeriod. Except as expressly set forth herein, the parties agree that the terms and conditions Upon termination of this Agreement, includingContractor shall promptly return to GLI all materials provided by GLI under this Agreement and all written Confidential Information provided by GLI. Indemnification, without limitationInsurance, Waiver of Subrogation Contractor shall indemnify, defend and hold harmless GLI and its customers, directors, officers, employees (whether acting in the fees course of their employment or otherwise), agents, representatives, successors and payment obligations hereunderassigns (each, shall govern the provision of the Services during an “Indemnified Party”) from and against any Termination Assistance Period. The Sub- Administrator/Accounting Agent shall be reasonably compensated for the delivery of recordsand all claims (whether in tort, the Services performed during any Termination Assistance Period and any other Termination Assistance Services under clauses (i)-(iii) above, provided, however, that the Sub- Administrator/Accounting Agent shall not be entitled strict liability or pursuant to compensation under clauses (i)-(iii) above if the Agreement is terminated by the Administrator due to the Sub-Administrator/Accounting Agent’s material a breach of the Agreement or otherwise), demands, penalties, actions, suits, fines, liens, proceedings, reasonable attorney’s fees and subsequent failure expenses and liabilities for property loss, damage, or bodily injury (including death), economic injury, taxes (of any kind), infringement and other liability of every nature (collectively, “Claims”) arising out of, or resulting from, or in any way connected with or incidental to cure (where applicablei) Contractor’s or its subcontractor’s or agent’s breach of any obligation under this Agreement; (ii) any negligent act, omission or the willful misconduct of Contractor and/or any of its agents or subcontractors; (iii) the damage, loss or destruction of any tangible personal property or real property of an Indemnified Party contractors; or (iv) any Claim that the Services infringe or misappropriates any third party intellectual property right. Upon Contractor’s receipt of notice of any Claim brought against GLI in which indemnity may be sought pursuant to Section 15(d)(i)-(vi)this section, unless GLI shall have the right to join and participate in, as a party if it so elects, any such request for legal proceedings or action initiated with respect to this Agreement and to have its reasonable attorney’s fees and expenses in connection therewith promptly paid by Contractor. Contractor shall not enter into any settlement agreement that contains any admission of liability on the party of GLI and/or any other Indemnified Party. The indemnifications and protections set forth herein shall survive the delivery of records or Termination Assistance any Services is not consistent with industry standards.under this Agreement and the termination of this Agreement. During the term of this Agreement, Contractor shall maintain in full force and effect, at Contractor’s sole expense, the following minimum insurance coverages:

Termination Assistance. Upon request by Unisys and in anticipation of the expiration or the termination of this Master Agreement for any reasonor a Service Agreement, Sub-Administrator/Accounting Agent will if all undisputed payments due to Exult under this Master Agreement and the Service Agreement have been paid, Exult shall provide to Administrator termination assistance as described below Unisys the services set forth in order Schedule T to facilitate an orderly termination of the Service Agreement (the "Termination Assistance Services") and otherwise requested by Unisys to effect a smooth transition. Such termination assistance will consist of: (i) upon Administrator’s request, Exult shall provide the continued provision of Termination Assistance Services for up to [***]* prior to the Services during a termination assistance period not to exceed the longer of two (2) years from the date of termination or expiration of the Master Agreement or such period reasonably requested by Administrator and necessary to avoid business interruption but Service Agreement at the rates then in no event longer than a combined total of two (2) years and nine (9) months (the “Termination Assistance Period”), (ii) upon reasonable request, delivering to the Administrator copies of the Administrator’s or a Fund’s records, in an XML format or other format reasonably requested by the Administrator, providing assistance to the Administrator and to third parties designated by the Administrator to transfer such records to another vendor or the Administrator; and (iii) providing such other assistance as reasonably requested by the Administrator and agreed to by the Sub-Administrator/Accounting Agent (collectively, the “Termination Assistance Services”). In the event that Administrator wishes to receive Termination Assistance Services, Administrator will provide Sub-Administrator/Accounting Agent with written notice prior to the scheduled termination or expiration of the Agreement, which notice will include the specified period of requested Termination Assistance Services (e.g., 1 month, 6 months, 1 year)effect; provided, however, that Administrator may terminate to the extent such Termination Assistance Services cause Exult to use resources beyond those otherwise then being provided by Exult as part of the Services or incur additional costs, such Termination Assistance Services shall constitute and be performed as New Services. In addition, at Unisys request, Exult shall provide the Termination Assistance Services and Termination Assistance Period for up to [***]* after the effective date of the termination or expiration of this Master Agreement or the Service Agreement by Unisys at any time upon written notice to [***]* rates. The period during which the Sub- Administrator/Accounting Agent and shall pay Sub- Administrator/Accounting Agent its compensation due for such Termination Assistance Services rendered are provided, shall be referred to as the "Termination Assistance Period." Exult shall make reasonable efforts to comply with the Service Levels during the Termination Assistance Period, for so long as Exult remains responsible for particular services, but shall have no liability for payment of the date of such terminationany Service Credit for any unexcused failure to meet any Key Performance Indicator. Except as expressly set forth herein, the parties agree that Unisys shall pay for Termination Assistance Services in accordance with the terms and conditions of this Agreement, including, without limitation, the fees and regard to any asserted right to withhold payment obligations hereunder, shall govern the provision of the Services during any or set off claims (other than good faith claims concerning charges for Termination Assistance PeriodServices). The Sub- Administrator/Accounting Agent shall be reasonably compensated In case of termination for the delivery nonpayment by Unisys, Exult may condition performance of records, the Services performed during any Termination Assistance Period and any other Termination Assistance Services under clauses (i)-(iii) above, provided, however, that the Sub- Administrator/Accounting Agent shall not be entitled upon advance payment or other reasonable assurances of payment reasonably satisfactory to compensation under clauses (i)-(iii) above if the Agreement is terminated by the Administrator due to the Sub-Administrator/Accounting Agent’s material breach of the Agreement and subsequent failure to cure (where applicable) pursuant to Section 15(d)(i)-(vi), unless any such request for delivery of records or Termination Assistance Services is not consistent with industry standardsExult. -------------------- *Confidential information has been omitted.

Termination Assistance. Upon the expiration of this Agreement or the termination of this Agreement for any reason, SubIBMGS-Administrator/Accounting Agent will provide US shall, upon request by Eckerd (1) cooperate with Eckerd in effecting the orderly transfer of the Services to Administrator termination assistance a third party or the resumption of the Services by Eckerd and (2) perform such services as described below may be requested by Eckerd in order connection with the transfer of the Services to facilitate an orderly a third party or the resumption of the Services by Eckerd (the "Termination Assistance Services"). The Termination Assistance Services shall be provided for up to 180 days after the expiration of this Agreement or termination of this Agreement for any reason (the "Termination Assistance Period"). As part of the Termination Assistance Services. Such termination assistance will consist of: , IBMGS-US shall (a) freeze all non-critical Systems changes, (b) notify all third party vendors of procedures to be following during the Termination Assistance Period, (c) review all Systems libraries (tests and production) with, the new service provider and Eckerd, (d) assist in establishing naming conventions for the new production site, (e) analyze space required for the databases and Systems libraries (f) generate and deliver to Eckerd a tape and computer listing of the source code for the Developed Software in a form reasonably requested by Eckerd, (g) unload the production and test databases, (h) deliver tapes or other media requested by Eckerd of production databases (and test content listings) to the new operations staff, (i) upon Administrator’s request, assist with the continued provision loading of the Services during databases, (j) assist with the communications network turnover and (k) assist in the execution of a termination assistance period not to exceed parallel operation and user acceptance testing until the longer of two (2) years from the effective date of termination or expiration. After the expiration of the Agreement or such period reasonably requested by Administrator and necessary to avoid business interruption but in no event longer than a combined total of two (2) years and nine (9) months (the “Termination Assistance Period”), IBMGS-US shall (i) answer questions regarding the Services on an "as needed" basis and (ii) upon reasonable request, delivering deliver to the Administrator copies of the Administrator’s or a Fund’s recordsEckerd any remaining Eckerd-owned reports and documentation still in IBMGS-US's possession. If, in an XML format or other format reasonably requested by conjunction with the Administrator, providing assistance to the Administrator and to third parties designated by the Administrator to transfer such records to another vendor or the Administrator; and (iii) providing such other assistance as reasonably requested by the Administrator and agreed to by the Sub-Administrator/Accounting Agent (collectively, the “Termination Assistance Services”). In the event that Administrator wishes to receive Termination Assistance Services, Administrator will Eckerd requests that IBMGS-US perform New Services, IBMGS-US shall provide Suband Eckerd shall pay IBMGS-Administrator/Accounting Agent with written notice prior to the scheduled termination or expiration of the Agreement, which notice will include the specified period of requested Termination Assistance US for such New Services (e.g., 1 month, 6 months, 1 year); provided, however, that Administrator may terminate during the Termination Assistance Services and Termination Assistance Period at any time upon written notice to the Sub- Administrator/Accounting Agent and shall pay Sub- Administrator/Accounting Agent its compensation due lesser of (x) IBMGS-US's then-current rate for such Termination Assistance New Services rendered as of or (y) the date of charges for such termination. Except as expressly New Services set forth herein, in the parties agree that the terms and conditions of this Agreement, including, without limitation, the fees and payment obligations hereunder, shall govern the provision of the applicable New Services during any Termination Assistance Period. The Sub- Administrator/Accounting Agent shall be reasonably compensated for the delivery of records, the Services performed during any Termination Assistance Period and any other Termination Assistance Services under clauses (i)-(iii) above, provided, however, that the Sub- Administrator/Accounting Agent shall not be entitled to compensation under clauses (i)-(iii) above if the Agreement is terminated by the Administrator due to the Sub-Administrator/Accounting Agent’s material breach of the Agreement and subsequent failure to cure (where applicable) pursuant to Section 15(d)(i)-(vi), unless any such request for delivery of records or Termination Assistance Services is not consistent with industry standardsWork Order.