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. (a) Upon expiration or termination of this Agreement all or part of the MLCC Services for any reason, Sub-Administrator/Accounting Agent will provide to Administrator termination assistance as described below in order to facilitate an orderly termination Purchaser shall for a period of the Services. Such termination assistance will consist of: one (i1) 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 year (the “"Termination Assistance Period”"), upon Seller's request and at Seller's expense, continue to provide the MLCC Services that were provided prior thereto (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 providing Termination Assistance Services, Administrator will Purchaser shall provide Subsuch reasonable cooperation and technical assistance to Seller, or to a third-Administrator/Accounting Agent with written notice party service provider designated by Seller, as required to facilitate the transfer of the affected MLCC Services to Seller or such third-party service provider. The rights of Seller under this Section shall be without prejudice to the Parties' rights to pursue legal remedies for breach of this Agreement, either for breaches prior to the scheduled termination or expiration of during the Agreement, which notice will include the specified period of requested this Agreement is continued in force post-termination. Termination Assistance Services shall be provided for the same fees as prior to termination, and Purchaser shall use commercially reasonable efforts to perform the MLCC Services at the same service levels as prior to termination. MLCC hereby agrees to continue to provide the services or meet its obligations contemplated to be provided by it under this Agreement during the Termination Assistance Period in order to assist Purchaser in complying with this Section 11.26(a). (e.g.b) If and to the extent requested by Seller, 1 monthwhether prior to, 6 monthsupon, 1 year); providedor following any termination of this Agreement, however, that Administrator may terminate Purchaser shall reasonably assist Seller in developing a plan which shall specify the tasks to be performed by the Parties in connection with the Termination Assistance Services and Termination Assistance Period at any time upon written notice to the Sub- Administrator/Accounting Agent and schedule for the performance of such tasks. The transition plan shall pay Sub- Administrator/Accounting Agent its compensation due for such Termination Assistance Services rendered as include descriptions of the date of such termination. Except as expressly set forth hereinMLCC Services, the parties agree service levels, fees, documentation and access requirements that the terms and conditions of this Agreement, including, without limitation, the fees and payment obligations hereunder, shall govern the provision will promote an orderly transition of the Services during any MLCC Services. (c) For a period of six (6) months following the Termination Assistance Period. The Sub- Administrator/Accounting Agent shall be reasonably compensated for , Purchaser shall: (i) answer all reasonable and pertinent verbal or written questions from Seller regarding the delivery of records, the MLCC Services performed during on an "as needed" basis; and (ii) deliver to Seller any Termination Assistance Period remaining Seller-owned reports 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 standardsdocumentation still in Purchaser's possession."

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 expiration or 14.3.1 In connection with the termination of this Agreement for any reason, Sub-Administrator/Accounting Agent will the Manager shall provide to Administrator the FRBNY termination assistance as described below in order to facilitate an orderly termination of the ServicesServices (the “Termination Assistance”). Such termination assistance will consist of: (i) upon Administrator’s request, the continued provision of the Services during During a termination assistance Termination Assistance period not to exceed the longer of two six (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 (96) months following the termination of this Agreement (the “Termination Assistance Period”), such Termination Assistance will be limited to the provision to the FRBNY of: (iia) the FRBNY’s transaction information in a reasonable format mutually agreed by the parties at the point in time that the FRBNY requests transaction information; (b) reasonable access to the Manager’s personnel to answer questions about the services to assist the FRBNY in its transition planning; (c) information about the FRBNY’s use of the services that the FRBNY reasonably believes is necessary or useful to continue activities and operations the services without interruption; (d) upon reasonable the FRBNY’s request, delivering the continued provision of the services during the Termination Assistance Period to allow time for transition to the Administrator copies of the Administrator’s FRBNY 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 party designated by the Administrator to transfer such records to another vendor or the Administrator; and FRBNY (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”). . 14.3.2 In the event that Administrator the FRBNY wishes to receive Termination Assistance Services, Administrator the FRBNY will provide Sub-Administrator/Accounting Agent the Manager with written notice prior to the scheduled termination or expiration of the this Agreement, which notice will include the specified period of requested Termination Assistance Services (e.g., 1 month, 3 months, 6 months, 1 year); provided, however, that Administrator . The FRBNY may terminate request an extension to the Termination Assistance Services and Termination Assistance Period at any time upon Period, on written notice to the Sub- Administrator/Accounting Agent and shall pay Sub- Administrator/Accounting Agent its compensation due for such Manager at least thirty (30) days prior to the expiration of the then-current Termination Assistance Services rendered as of Period, subject to the date of such termination. Except as expressly maximum period set forth herein, the in paragraph 14.3.1 above. 14.3.3 The parties agree that the terms and conditions of this Agreement, including, without limitation, the fees Fees and payment obligations hereunder, shall govern the provision of the Services services during any Termination Assistance Period. The Sub- Administrator/Accounting Agent shall be reasonably compensated for the delivery of records, the Services performed during If any Termination Assistance Period and any other such Termination Assistance Services under clauses (i)-(iii) aboverequire resources in addition to those being used by the Manager hereunder, providedthe FRBNY shall pay the Manager therefor on a mutually acceptable basis. The Manager shall use commercially reasonable efforts to maintain Key Personnel and other Manager personnel who regularly perform the services for the FRBNY to continue in those roles and perform the Termination Assistance Services. 14.3.4 The Manager shall provide the FRBNY with Termination Assistance Services at the FRBNY’s request regardless of the circumstance of termination, howeverother than continuing infringement, misappropriation, or violation by the FRBNY of the Manager’s intellectual property rights, and provided that, if there has been infringement, misappropriation, or violation by the FRBNY of the Manager’s intellectual property rights, the FRBNY has provided reasonable evidence of steps taken to prevent reoccurrence thereof. The FRBNY agrees that the Sub- Administrator/Accounting Agent shall Manager does not be entitled waive its rights to compensation under clauses (i)-(iii) above make a claim permitted by this Agreement against the FRBNY if the Agreement FRBNY is terminated by the Administrator due to the Sub-Administrator/Accounting Agent’s in material uncured 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 by providing the FRBNY with industry standards.Termination

Termination Assistance. (a) Upon expiration or termination of this Agreement all or part of the MLCC Services for any reason, Sub-Administrator/Accounting Agent will provide to Administrator termination assistance as described below in order to facilitate an orderly termination Subservicer shall for a period of the Services. Such termination assistance will consist of: one (i1) 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 year (the “Termination Assistance Period”), upon Servicer’s request and at Servicer’s expense, continue to provide the MLCC Services that were provided prior thereto (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 providing Termination Assistance Services, Administrator will Subservicer shall provide Subsuch reasonable cooperation and technical assistance to Servicer, or to a third-Administrator/Accounting Agent with written notice party service provider designated by Servicer, as required to facilitate the transfer of the affected MLCC Services to Servicer or such third-party service provider. The rights of Servicer under this Section shall be without prejudice to the Parties’ rights to pursue legal remedies for breach of this Agreement, either for breaches prior to the scheduled termination or expiration of during the Agreement, which notice will include the specified period of requested this Agreement is continued in force post-termination. Termination Assistance Services shall be provided for the same fees as prior to termination, and Subservicer shall use commercially reasonable efforts to perform the MLCC Services at the same service levels as prior to termination. MLCC hereby agrees to continue to provide the services or meet its obligations contemplated to be provided by it under this Agreement during the Termination Assistance Period in order to assist Subservicer in complying with this Section 17.21(a). (e.g.b) If and to the extent requested by Servicer, 1 monthwhether prior to, 6 monthsupon, 1 year); providedor following any termination of this Agreement, however, that Administrator may terminate Subservicer shall reasonably assist Servicer in developing a plan which shall specify the tasks to be performed by the Parties in connection with the Termination Assistance Services and Termination Assistance Period at any time upon written notice to the Sub- Administrator/Accounting Agent and schedule for the performance of such tasks. The transition plan shall pay Sub- Administrator/Accounting Agent its compensation due for such Termination Assistance Services rendered as include descriptions of the date of such termination. Except as expressly set forth hereinMLCC Services, the parties agree service levels, fees, documentation and access requirements that the terms and conditions of this Agreement, including, without limitation, the fees and payment obligations hereunder, shall govern the provision will promote an orderly transition of the Services during any MLCC Services. (c) For a period of six (6) months following the Termination Assistance Period. The Sub- Administrator/Accounting Agent shall be reasonably compensated for , Subservicer shall: (i) answer all reasonable and pertinent verbal or written questions from Servicer regarding the delivery of records, the MLCC Services performed during on an “as needed” basis; and (ii) deliver to Servicer any Termination Assistance Period remaining Servicer-owned reports 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 Agentdocumentation still in Subservicer’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 standardspossession.

Termination Assistance. Upon expiration or 14.3.1 In connection with the termination of this Agreement for any reason, Sub-Administrator/Accounting Agent will the Manager shall provide to Administrator termination assistance as described below in order to facilitate an orderly termination of services (the Services“Termination Assistance”) during a Termination Assistance period described in subsection 14.3.2. Such termination assistance Termination Assistance will consist be limited to the provision to the Company and the FRBNY of: : (ia) upon Administratorthe Company’s transaction information in a reasonable format mutually agreed by the parties at the point in time that the FRBNY requests transaction information; (b) reasonable access to the Manager’s personnel to answer questions about the services to assist the Company and the FRBNY in its transition planning; (c) information about the Company’s use of the services that the FRBNY reasonably believes is necessary or useful to continue the Company’s activities and operations without interruption; (d) at the Company’s request, the continued provision of the Services services during the Termination Assistance Period to allow time for the orderly transition to the FRBNY or a termination assistance third party designated by the Company as the Successor Manager and such support as the Company may request to facilitate the transfer of records and hand-over of activities to the FRBNY or the Successor Manager (the “Termination Assistance Services”). 14.3.2 In the event that the Company wishes to receive Termination Assistance Services, the FRBNY will provide the Manager with written notice that includes the specified 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) Termination Assistance Services, e.g., 1 month, 3 months, 6 months (the “Termination Assistance Period”), (ii) upon reasonable request, delivering . The Company may request an extension 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 Period, on written notice to the Sub- Administrator/Accounting Agent and shall pay Sub- Administrator/Accounting Agent its compensation due for such Manager at least thirty (30) days prior to the expiration of the then-current Termination Assistance Services rendered Period, subject to a maximum period of six (6) months of Termination Assistance or such longer period as the parties agree to facilitate the transition of records and services to the date of such termination. Except as expressly set forth herein, the FRBNY or a Successor Manager. 14.3.3 The parties agree that the terms and conditions of this Agreement, including, without limitation, the fees Fees and payment obligations hereunder, shall govern the provision of the Services services during any Termination Assistance Period. The Sub- Administrator/Accounting Agent shall be reasonably compensated for the delivery of records, the Services performed during If any Termination Assistance Period and any other such Termination Assistance Services under clauses (i)-(iii) aboverequire resources in addition to those being used by the Manager hereunder, providedthe Company shall pay the Manager therefor on a mutually acceptable basis. The Manager shall use commercially reasonable efforts to maintain Key Personnel and other Manager personnel who regularly perform the services for the Company to continue in those roles and perform the Termination Assistance Services. 14.3.4 The Manager shall provide the Company with Termination Assistance Services at the FRBNY’s request regardless of the circumstance of termination, howeverother than continuing infringement, misappropriation, or violation by the Company or the FRBNY of the Manager’s intellectual property rights, and provided that, if there has been infringement, misappropriation, or violation by the Company or the FRBNY of the Manager’s intellectual property rights, the Company and the FRBNY have provided reasonable evidence of steps taken to prevent reoccurrence thereof. The Company and the FRBNY agree that the Sub- Administrator/Accounting Agent Manager does not, by providing Termination Assistance Services, waive its rights to make a claim permitted by this Agreement against the Company or the FRBNY, as applicable, if either of them is in material uncured breach of the Agreement. If the termination of this Agreement by the Manager was for a payment default by the Company, the Manager may (without prejudice to its other rights and remedies) require that the Company pay the undisputed portions of any outstanding fees and prepay for any such Termination Assistance Services. 14.3.5 The Manager acknowledges that if it were to fail or refuse to provide Termination Assistance Services as described in this Section 14.3, the Company could be immediately and irreparably harmed and monetary compensation for the Manager’s failure or refusal to perform might not be measurable or adequate. In such circumstances, the Company shall not be entitled to compensation under clauses (i)-(iii) above if seek injunctive, declaratory, or other equitable relief, including specific performance of this section, and the Agreement is terminated by Manager shall not contest the Administrator due Company’s action for equitable remedies on the grounds that damages are an adequate remedy nor seek to have imposed on the Sub-Administrator/Accounting Agent’s material breach of the Agreement and subsequent failure Company any obligation to cure (where applicable) pursuant post a bond or give other security as a condition to Section 15(d)(i)-(vi), unless any such request for delivery of records or Termination Assistance Services is not consistent with industry standardsinjunctive relief.

Termination Assistance. Upon expiration or termination of 3.5.1 If (a) all payments due to Service Provider under this Agreement for any reason, Sub-Administrator/Accounting Agent will provide to Administrator have been paid and (b) Customer has requested termination assistance as described below in order (1) [***]* prior to facilitate an orderly termination the Initial Agreement Expiration Date or the expiration of the Services. Such termination assistance will consist of: (i) upon Administrator’s requestthen current Renewal Period, the continued provision of the Services during a termination assistance period not to exceed the longer of two as applicable, or (2) years from within [***]* after receiving or giving any notice of termination under this Agreement, the Parties shall promptly meet after the date on which Customer requests termination assistance to mutually develop and agree to a Termination Assistance Plan pursuant to which Service Provider shall provide to Customer the services set forth in Schedule T (the "Termination Assistance Services") in accordance with this Section 3.5. 3.5.2 Unless otherwise agreed by the Parties, Service Provider shall provide the Termination Assistance Services for [***]* the effective date of the termination or expiration of (a) this Agreement, (b) any Process or (c) any Customer Service pursuant to Section 19.1.2, and in each case as set forth in 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”)Plan, (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 in the event of any termination of this Agreement or any Process during the Transition Period or termination of any Customer Service resulting from infringement claims pursuant to Section 19.1.2, Service Provider shall provide the Termination Assistance Services and for [***]* the effective date of such termination as set forth in the Termination Assistance Period at any time upon written notice Plan, [***]*; provided further, however, that to the Sub- Administrator/Accounting Agent and shall pay Sub- Administrator/Accounting Agent its compensation due for extent such Termination Assistance Services rendered cause Service Provider to use resources beyond those otherwise then being provided by Service Provider as part of the date of Customer Services or incur additional costs, such termination. Except Termination Assistance Services shall be provided [***]* as expressly set forth herein, described in Schedule C. The period during which the parties agree that Termination Assistance Services are provided shall be referred to as 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 ". 3.5.3 In addition to the delivery of records, the Services performed during any Termination Assistance Period and any other Termination Assistance Services under clauses (i)-(iii) to be provided pursuant to Section 3.5.2, above, Service Provider shall, at Customer's request, provide the Termination Assistance Services for [***]* the date Service Provider ceases providing Termination Assistance Services pursuant to Section 3.5.2 in accordance with the Termination Assistance Plan [***]*; provided, however, that in 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 event and 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 extent Customer requests Termination Assistance Services is not consistent pursuant to this Section 3.5.3 because Service Provider failed to comply with industry standardsits obligations set forth in the Termination Assistance Plan, such Termination Assistance Services shall be provided [***]*. 3.5.4 Upon commencement of the Termination Assistance Period, Service Provider shall be required to comply with the Service Levels as may be adjusted pursuant to the mutually developed and agreed to Termination Assistance Plan.

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. (a) Upon expiration or termination of this Agreement all or part of the MLCC Services for any reason, Sub-Administrator/Accounting Agent will provide to Administrator termination assistance as described below in order to facilitate an orderly termination Purchaser shall for a period of the Services. Such termination assistance will consist of: one (i1) 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 year (the “Termination Assistance Period”), upon Seller’s request and at Seller’s expense, continue to provide the MLCC Services that were provided prior thereto (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 providing Termination Assistance Services, Administrator will Purchaser shall provide Subsuch reasonable cooperation and technical assistance to Seller, or to a third-Administrator/Accounting Agent with written notice party service provider designated by Seller, as required to facilitate the transfer of the affected MLCC Services to Seller or such third-party service provider. The rights of Seller under this Section shall be without prejudice to the Parties’ rights to pursue legal remedies for breach of this Agreement, either for breaches prior to the scheduled termination or expiration of during the Agreement, which notice will include the specified period of requested this Agreement is continued in force post-termination. Termination Assistance Services shall be provided for the same fees as prior to termination, and Purchaser shall use commercially reasonable efforts to perform the MLCC Services at the same service levels as prior to termination. MLCC hereby agrees to continue to provide the services or meet its obligations contemplated to be provided by it under this Agreement during the Termination Assistance Period in order to assist Purchaser in complying with this Section 11.26(a). (e.g.b) If and to the extent requested by Seller, 1 monthwhether prior to, 6 monthsupon, 1 year); providedor following any termination of this Agreement, however, that Administrator may terminate Purchaser shall reasonably assist Seller in developing a plan which shall specify the tasks to be performed by the Parties in connection with the Termination Assistance Services and Termination Assistance Period at any time upon written notice to the Sub- Administrator/Accounting Agent and schedule for the performance of such tasks. The transition plan shall pay Sub- Administrator/Accounting Agent its compensation due for such Termination Assistance Services rendered as include descriptions of the date of such termination. Except as expressly set forth hereinMLCC Services, the parties agree service levels, fees, documentation and access requirements that the terms and conditions of this Agreement, including, without limitation, the fees and payment obligations hereunder, shall govern the provision will promote an orderly transition of the Services during any MLCC Services. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (c) For a period of six (6) months following the Termination Assistance Period. The Sub- Administrator/Accounting Agent shall be reasonably compensated for , Purchaser shall: (i) answer all reasonable and pertinent verbal or written questions from Seller regarding the delivery of records, the MLCC Services performed during on an “as needed” basis: and (ii) deliver to Seller any Termination Assistance Period remaining Seller-owned reports 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 Agentdocumentation still in Purchaser’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 standardspossession.”

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 expiration or i. In connection with the termination of this Agreement for any reason, Sub-Administrator/Accounting the Settlement Agent will shall provide to Administrator termination assistance as described below in order to facilitate an orderly transition or termination of Services during the Servicesperiod described in subsection (c)(ii). Such termination assistance will consist is to be limited to the provision to the Purchaser and the New York Fed of: (i) : 1. Information collected by the Settlement Agent in the course of providing the Services in a reasonable format mutually agreed by the parties at the point in time that the New York Fed requests such information; 2. reasonable access to the Settlement Agent’s personnel to answer questions about the Services to assist the Purchaser and the New York Fed in transition planning; 3. information about the Purchaser’s use of the Services that the New York Fed reasonably believes is necessary or useful to continue the Purchaser’s activities and operations without interruption; and 4. upon Administratorthe Purchaser’s request, the continued provision of the Services during a termination assistance the period not to exceed the longer of two described in subsection (2c)(ii) 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”)) to allow time for transition of the Services to the New York Fed or a third party designated by the New York Fed. ii. In the event that Administrator the Purchaser wishes to receive Termination Assistance Services, Administrator the New York Fed will provide Sub-Administrator/Accounting the Settlement Agent with written notice prior to the scheduled termination or expiration of the Agreement, which notice will include that includes the specified period of requested Termination Assistance Services (e.g., 1 month, 6 “Termination Assistance Period”). The Termination Assistance Period is not to exceed six months, 1 year); provided, however, that Administrator . The Purchaser may terminate request an extension of the Termination Assistance Services and Termination Assistance Period at any time upon on written notice to the Sub- Administrator/Accounting Settlement Agent and shall pay Sub- Administrator/Accounting Agent its compensation due for such at least 30 days prior to the expiration of the then-current Termination Assistance Services rendered as of Period. The Termination Assistance Period is not to exceed six months, including any extension under the date of such terminationpreceding sentence. iii. Except as expressly set forth herein, the The parties agree that the terms and conditions of this Agreement, including, without limitation, the fees and payment obligations hereunderunder this Agreement, shall are to govern the provision of the Termination Assistance Services during any Termination Assistance Period. The Sub- Administrator/Accounting Agent shall be reasonably compensated for the delivery of records, the Services performed during If any Termination Assistance Period and any other such Termination Assistance Services require resources in addition to those being used by the Settlement Agent under clauses (i)-(iii) abovethis Agreement, providedthe Purchaser shall pay the Settlement Agent for those additional resources on terms mutually acceptable to the parties. The Settlement Agent shall use commercially reasonable efforts to maintain Key Personnel and other Settlement Agent personnel who regularly perform the Services in those roles so they can perform the Termination Assistance Services. iv. The Settlement Agent shall provide the Purchaser with Termination Assistance Services at the New York Fed’s request regardless of the circumstance of termination, howeverother than continuing infringement, misappropriation, or violation by the Purchaser or the New York Fed of the Settlement Agent’s intellectual property rights, so long as , if there has been infringement, misappropriation, or violation by the Purchaser or the New York Fed of the Settlement Agent’s intellectual property rights, the Purchaser and the New York Fed have provided reasonable evidence of steps taken to prevent reoccurrence thereof. The Purchaser and the New York Fed agree that the Sub- Administrator/Accounting Settlement Agent does not, by providing Termination Assistance Services, waive its rights to make a claim permitted by this Agreement against the Purchaser or the New York Fed, as applicable, if either of them is in material uncured breach of this Agreement. If the termination of this Agreement by the Settlement Agent was for a payment default by the Purchaser, the Settlement Agent may (without prejudice to its other rights and remedies) require that the Purchaser pay the undisputed portions of any outstanding fees and prepay for any such Termination Assistance Services. v. The Settlement Agent acknowledges that if it were to fail or refuse to provide Termination Assistance Services as described in this subsection (c), the Purchaser could be immediately and irreparably harmed and monetary compensation for the Settlement Agent’s failure or refusal to perform might not be measurable or adequate. In such circumstances, the Purchaser may seek injunctive, declaratory, or other equitable relief, including specific performance of this subsection (c), and the Settlement Agent shall not be entitled contest the Purchaser’s action for equitable remedies on the grounds that damages are an adequate remedy nor seek to compensation under clauses (i)-(iii) above if have imposed on the Agreement is terminated by the Administrator due Purchaser any obligation to the Sub-Administrator/Accounting Agent’s material breach of the Agreement and subsequent failure post a bond or give other security as a condition 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 standardsinjunctive relief.

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: (a) Commencing (i) upon Administrator’s request, six (6) months prior to the continued provision expiration of the Services during a termination assistance period not to exceed the longer of two Agreement; (2ii) years from the date upon any notice of termination or expiration non-renewal of the Agreement 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 (2iii) years and nine six (96) months prior to any other ceasing of Services under the Agreement and continuing through the effective date of expiration, termination or cessation (the “Termination Assistance Period”), the Provider will provide to the Company or to its designee (severally and collectively, “Successor”), Termination Assistance Services. Provider will perform the Termination Assistance Services in accordance with the Termination Assistance Plan, which the parties shall update in accordance with the Termination Assistance Schedule within 180 days after the Effective Date. The Termination Assistance Plan shall address capacity planning, business process planning, facilities planning, human resource planning, technology planning, telecommunications planning and other planning necessary to effect the transition. Every six (6) months after the Effective Date, and at the completion of any significant Change to the Shared Systems or consolidation of assets or resources used to provide the Services, Provider shall present to Company a proposal to update such plan as it applies to the Shared Systems. (b) The provisions of this Agreement will remain in effect during the Termination Assistance Period. The Provider shall provide the Termination Assistance Services regardless of the reason for termination or expiration; provided that, solely in the event that Provider has terminated this Agreement in accordance with Section 12.6, (i) Provider’s obligation to perform Termination Assistance Services shall be conditioned upon monthly receipt of payment from Company in advance of estimated monthly amounts due for such services, and (ii) upon reasonable requestat the end of each month during the Termination Assistance Period the Parties will reconcile any estimated amounts actually paid against the Charges for Termination Assistance Services actually performed during such month. Regardless of the reason for termination or expiration, delivering the quality of the Services provided by the Provider, and the Provider’s performance otherwise will not be degraded during the Termination Assistance Period. (c) As part of the Termination Assistance Services, the Provider will (i) provide such information as Company may reasonably request relating to the Administrator copies number and function of each of the AdministratorProvider’s personnel who are employed or a Fund’s records, in an XML format or other format reasonably requested contracted by the AdministratorProvider to perform the Services under the Agreement, providing assistance and the Provider will make such information available to potential Successors as designated by Company; (ii) not make any material changes to the Administrator and level of Service or number of employees assigned to third parties designated by perform functions for Company under the Administrator to transfer such records to another vendor Agreement that in either event have a negative impact on Company or the AdministratorServices; and (iii) providing such other assistance as reasonably requested not change the level of Service or reassign the Provider’s employees or contractors away from performance of functions under the Agreement that in either event have a negative impact on Company or the Services. Successor or Company will have the right to extend offers of employment to all Provider personnel primarily assigned to or working on Company account. Provider will provide reasonable access to these employees and will not interfere with the Successor’s and/or Company’s efforts to hire them (e.g., by making counteroffers). (d) For a period of twelve (12) months following the Termination Assistance Period, the Provider will provide, at Company’s request, any or all of the Services being performed by the Administrator and agreed Provider prior to by the Sub-Administrator/Accounting Agent (collectivelyeffective date of the relevant termination or expiration, the “including Termination Assistance Services”). In Such Services will be provided subject to the event that Administrator wishes provisions of the Agreement as such provisions would have been applicable to receive Termination Assistance Services, Administrator will provide Sub-Administrator/Accounting Agent with written notice the Services prior to the scheduled relevant effective date of termination or expiration expiration. (e) To the extent that the Provider has incorporated Company’s network into a Provider proprietary network, the Provider will provide up to two (2) years of continued network services at the then current contract rates for such service, in order to permit the Company to establish its own network in an orderly manner. (f) At Company’s request, Provider will obtain any required consents from Third Parties and (i) assign to the Successor leases for some or all of the Agreement, which notice will include Hardware used primarily to provide 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 termination or expiration of this Agreement; (ii) assign any contracts for services provided by Third Parties to Provider and used by the Provider to provide Services; and (iii) sell to the Successor, includingat Provider’s then-current book value, without limitation, the fees and payment obligations hereunder, shall govern the provision some or all 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 Hardware owned by the Administrator due Provider and used primarily to provide 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 standardsServices.

Termination Assistance. Upon a) Commencing six (6) months prior to the expiration or termination of this Agreement MSA or any Statement of Work or such earlier date as CGI may request, or commencing upon notice of termination or non- renewal of this MSA or any Statement of Work for any reason, Sub-Administrator/Accounting Agent and continuing through the effective date of expiration or termination thereof, Supplier will provide to Administrator CGI or its designee (collectively, "Successor"), such termination assistance services as described below in order are required to allow the Services to continue without interruption or adverse effect and to facilitate an orderly termination of the Services. Such termination assistance will consist of: (i) upon Administrator’s request, the continued provision migration and transfer of the Services during to the Successor ("Termination Assistance"). Without limiting the generality of the foregoing: b) If CGI is entitled to a termination assistance period not license, sublicense or other right to exceed use any Equipment or Software owned, leased or licensed by Supplier and utilized in performing the longer Services, Supplier will provide for the license, sublicense, lease or other right, as applicable, as part of two (2Termination Assistance. c) years from Once the parties have reached agreement on the nature and scope of the Termination Assistance, Supplier shall provide to CGI a reasonable, good faith estimate of the entire cost thereof, and such Charges shall be billable in accordance with the parties' previously agreed upon billing practices and as further set forth herein. Unless the parties have agreed in writing in advance that the amount paid by CGI will constitute a fixed settlement price for Termination Assistance and all then undisputed, unpaid billed and unbilled Services through the effective date of termination, upon Supplier's completion and CGl's acceptance of all services relating to the Termination Assistance, Supplier shall deliver to CGI reasonably detailed invoices covering such Services and all Services performed through the effective date of termination or expiration not previously invoiced, which shall be prepared based upon all of the Agreement or such period reasonably requested rates and Charges contained in Supplier's estimate or, if applicable and not included in the estimate, the applicable Statements of Work (as same may have from time to time been amended by Administrator and necessary the parties as specifically permitted herein). To the extent that the total amount paid by CGI is more than the total amount of the final invoices relating thereto (after giving effect, if applicable, to avoid business interruption but in no event longer than a combined total the resolution of two (2) years and nine (9) months (the “Termination Assistance Period”any properly disputed amounts), Supplier shall promptly refund CGI the difference. To the extent that the amount paid by CGI is less than the total amount of such invoices (ii) upon reasonable requestafter giving effect, delivering if applicable, to the Administrator copies resolution of any properly disputed amounts), CGI shall promptly pay to Supplier the Administrator’s difference. d) Supplier acknowledges that, if it were to breach, or a Fund’s recordsthreaten to breach, in an XML format its obligation to provide CGI with Termination Assistance, CGI would be immediately and irreparably harmed and monetary compensation would not be measurable 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”)adequate. In the event that Administrator wishes to receive Termination Assistance Servicessuch circumstances, 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 CGI 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 obtain such injunctive, declaratory or other equitable relief as CGI deems necessary to prevent such breach or threatened breach, without the requirement of posting any bond and Supplier waives any right it may have e) to allege or plead or prove that CGI is not entitled to injunctive, declaratory or other equitable relief. If the court should find that Supplier has breached (i)-(iiior attempted or threatened to breach) 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 obligations, Supplier agrees that without any additional findings of records irreparable injury or Termination Assistance Services is other conditions to injunctive or any equitable relief, Supplier will not consistent with industry standardsoppose the entry of an order compelling its performance and restraining Supplier from any further breaches (or attempted or threatened breaches).

Termination Assistance. Upon (a) For a period specified by GPI in its discretion, commencing on the date designated by GPI, which may be no earlier than the first to occur of (i) the date on which GPI provides notice of termination, or (ii) ninety (90) days prior to the applicable date of expiration, and ending no later than twenty-four (24) months following the expiration or termination of this Agreement or any Service Tower 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 reason (the “Termination Assistance Period”), (ii) upon reasonable requestNTT DATA will perform, delivering at the request of GPI, the terminated or expired Designated Services and provide to the Administrator copies of the Administrator’s GPI or a Fund’s records, in an XML format or other format Successor Provider any and all assistance reasonably requested by GPI to allow the Administratorterminated or expired Designated Services to continue without interruption or adverse effect, providing assistance to the Administrator mitigate any disruption to GPI’s business, and to third parties designated by facilitate the Administrator orderly transfer of responsibility for the terminated or expired Designated Services to transfer such records to another vendor GPI or the Administrator; and (iii) providing such other assistance as reasonably requested by the Administrator and agreed to by the Sub-Administrator/Accounting Agent one or more Successor Providers (collectively, the “Termination Assistance Services”). In GPI acknowledges that NTT DATA may require the event that Administrator wishes Successor Provider to enter into a commercially reasonable confidentiality agreement prior to NTT DATA sharing any NTT DATA Confidential Information with such Successor Provider. (b) Notwithstanding anything to the contrary in this Agreement, if GPI elects to receive Termination Assistance Services, Administrator during such period GPI will provide Subpay NTT DATA: (1) for continued performance of the expired or terminated Designated Services, the Charges applicable to those Designated Services as set forth in the Charges Schedule (i.e., Monthly Service Charges subject to the appropriate Adjustments); provided that in the event of Termination Assistance Services that will be performed after the expiration or termination date of this Agreement, the Charges applicable to the expired Designated Services at the end of the Term or the extended Term will apply subject to any increases for resulting from an Economic Change Adjustment in accordance with the terms of the Charges Schedule; and (2) for activities associated with the transition of Designated Services to GPI or a Third Party that are not within the scope of the Designated Services, unless otherwise agreed by the Parties on a time and materials basis no higher than the Labor Rates set forth in the Charges Schedule. Any resources involved in the transition whose Labor Rates are not set forth in the Charges Schedule will be charged at NTT DATA’ then-Administrator/Accounting Agent with standard hourly rates; provided, however that to the extent that the Termination Assistance Services can be provided using existing NTT DATA resources then allocated to GPI, NTT DATA will use such resources and will not charge GPI in addition to the Monthly Service Charges, as adjusted by the Adjustments. (c) The Termination Assistance Services will be carried out pursuant to a written notice plan prepared by NTT DATA as soon as reasonably practicable after it has received Notice of Termination from GPI (or in the case of a termination by NTT DATA as soon as reasonably practical after NTT DATA has given its Notice of Termination), and approved by GPI (the “Termination Assistance Plan”). The Termination Assistance Plan will also set forth the dates, within the Termination Assistance Period, determined by GPI that NTT DATA will cease performing the Designated Services as to each Service Tower (each, a “Cessation Date”) and the date, within the Termination Assistance Period, that NTT DATA will cease its performance of all Designated Services (the “Final Cessation Date”); provided that GPI may, at any time, expedite any Cessation Date by giving NTT DATA at least sixty (60) days prior Notice. (d) If GPI determines, in its reasonable discretion, that it will be unable to complete the transition of the Designated Services within the Termination Assistance Period without adverse effect or disruption to GPI’s business, GPI may extend the Termination Assistance Period for an additional period not to exceed six (6) months (the “Transition Extension Period”) by giving NTT DATA at least thirty (30) days Notice prior to the scheduled expiration of the original Termination Assistance Period. If GPI exercises its right to extend the Termination Assistance Period for the Transition Extension Period, the Final Cessation Date will be extended until the end of the Transition Extension Period, subject to GPI’s right to expedite Cessation Dates pursuant to Section 15.12(c). (e) Notwithstanding the prohibition on solicitation set forth in Sections 16.2(f) (Non- Solicitation), GPI or its designee will be permitted to undertake, and NTT DATA will not interfere, and will ensure that its Affiliates do not interfere, in efforts of GPI or its designee, to hire any employee of NTT DATA (other than Key Personnel) or its Affiliates who spent the majority of their working time in the performance of Designated Services during the six (6) month period prior to the termination or expiration of this Agreement. To the extent any such employee covered by the preceding sentence has signed any employment agreement or other arrangement precluding or hindering such employee’s ability to be recruited or hired by GPI, NTT DATA agrees, and will ensure that its Affiliates agree, not to seek to enforce such restriction or to otherwise preclude or hinder such employee from being recruited or hired by GPI or its designee. NTT DATA will provide, and will ensure that its Affiliates provide, GPI and its designee reasonable access to such employees for the purposes of interviews, evaluations and recruitment. NTT DATA will provide GPI with the names, resumes and other information reasonably requested by GPI for the purpose of exercising its rights under this Section. (f) With respect to Software then being utilized in performing the Designated Services, NTT DATA will provide GPI with the following rights, each exercisable in GPI’s discretion: (i) for NTT DATA Third Party Software, NTT DATA will, without additional charge to GPI, at the expiration or termination of this Agreement: (A) to the extent assignable (as related to NTT DATA Third Party Software dedicated to the performance of Designated Services) or sublicensable under the relevant license, which notice will include assign or sublicense its license to GPI for such NTT DATA Third Party Software that is used in providing the specified Designated Services, provided that GPI reimburses NTT DATA for any one-time license fees in an amount equal to the unamortized remaining value of such license; and (B) to the extent not assignable or sublicensable under the relevant license (after using reasonable commercial efforts to obtain assignment rights), assist GPI in obtaining a license from the licensor of such NTT DATA Third Party Software. (ii) for proprietary NTT DATA Software that is used in the performance of the Designated Services and that is necessary for the continuity of replacement services for the Designated Services, NTT DATA hereby grants to GPI, as of the expiration or termination of this Agreement and for a reasonable period after completion of requested Termination Assistance Services, a worldwide, fully paid up, royalty-free, nonexclusive license to use, execute, reproduce, display, and perform, such Software, for use internally within GPI and its Affiliates, including the right to sublicense to Third Parties to perform any of the foregoing for the sole benefit of GPI and its Affiliates. GPI’s use of such proprietary NTT DATA Software will be subject to the terms of Section 13.2 (Confidentiality), provided that GPI will be permitted to disclose such Software to Third Parties as reasonably necessary in connection with any sublicense of such Software to Third Parties for the sole benefit of GPI and its Affiliates. GPI acknowledges that NTT DATA may also require such Third Parties to enter into a commercially reasonable confidentiality agreement prior to any access to or use of the NTT DATA Software. (g) NTT DATA will make available to GPI or its designee, pursuant to reasonable terms and conditions, any Third Party services then being utilized by NTT DATA in the performance of the Designated Services. NTT DATA will be retain the right to utilize any such Third Party services in connection with the performance of services for any other NTT DATA customer. NTT DATA will use commercially reasonable efforts to obtain in its agreements with its subcontractors solely supporting the Designated Services (e.g.the right to assign, 1 monthpursuant to reasonable terms and conditions, 6 monthssuch agreements to GPI. For any agreements with such subcontractors that NTT DATA does not have rights to assign to GPI, 1 year); providedNTT DATA will, however, that Administrator may terminate during the Termination Assistance Services Period, use commercially reasonable efforts to cause such subcontractors to assign such agreements to GPI or its designee, pursuant to reasonable terms and Termination Assistance Period conditions. If NTT DATA is not able to cause the assignment of such agreements, then NTT DATA will assist GPI in procuring reasonable substitute services. (h) GPI will have the right to purchase, at its depreciated book value, any time upon written notice to the Sub- Administrator/Accounting Agent and shall pay Sub- Administrator/Accounting Agent all Equipment then being used by NTT DATA and its compensation due for such Termination Assistance Services rendered Affiliates as of the effective date of such termination. Except as expressly set forth herein, the parties agree that the terms and conditions termination or expiration of this AgreementAgreement predominantly to perform Designated Services for GPI. With regard to Leased Equipment that is leased by NTT DATA and its Affiliates predominantly to perform Designated Services for GPI, includingNTT DATA will assign, without limitationand will cause its Affiliates to assign, the fees and payment obligations hereunder, shall govern the provision to GPI such portion of the Services during leases for such Leased Equipment on the same terms, conditions and costs of the lease then in effect. In the event that any Termination Assistance Period. The Sub- Administrator/Accounting Agent shall be reasonably compensated lease of Equipment is not assignable to GPI, NTT DATA will exercise, and will cause its Affiliates to exercise, purchase options under the lease for the delivery of recordsEquipment which GPI desires to use, 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 in which case GPI may purchase such Equipment for an amount equal to the Sub-Administrator/Accounting Agent’s material breach exercise price 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 standardspurchase options.

Termination Assistance. (a) Upon expiration or termination of this Agreement all or part of the MLCC Services for any reason, Sub-Administrator/Accounting Agent will provide to Administrator termination assistance as described below in order to facilitate an orderly termination Purchaser shall for a period of the Services. Such termination assistance will consist of: one (i1) 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 year (the “Termination Assistance Period”), upon Seller’s request and at Seller’s expense, continue to provide the MLCC Services that were provided prior thereto (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 providing Termination Assistance Services, Administrator will Purchaser shall provide Subsuch reasonable cooperation and technical assistance to Seller, or to a third-Administrator/Accounting Agent with written notice party service provider designated by Seller, as required to facilitate the transfer of the affected MLCC Services to Seller or such third-party service provider. The rights of Seller under this Section shall be without prejudice to the Parties’ rights to pursue legal remedies for breach of this Agreement, either for breaches prior to the scheduled termination or expiration of during the Agreement, which notice will include the specified period of requested this Agreement is continued in force post-termination. Termination Assistance Services shall be provided for the same fees as prior to termination, and Purchaser shall use commercially reasonable efforts to perform the MLCC Services at the same service levels as prior to termination. MLCC hereby agrees to continue to provide the services or meet its obligations contemplated to be provided by it under this Agreement during the Termination Assistance Period in order to assist Purchaser in complying with this Section 11.26(a). (e.g.b) If and to the extent requested by Seller, 1 monthwhether prior to, 6 monthsupon, 1 year); providedor following any termination of this Agreement, however, that Administrator may terminate Purchaser shall reasonably assist Seller in developing a plan which shall specify the tasks to be performed by the Parties in connection with the Termination Assistance Services and Termination Assistance Period at any time upon written notice to the Sub- Administrator/Accounting Agent and schedule for the performance of such tasks. The transition plan shall pay Sub- Administrator/Accounting Agent its compensation due for such Termination Assistance Services rendered as include descriptions of the date of such termination. Except as expressly set forth hereinMLCC Services, the parties agree service levels, fees, documentation and access requirements that the terms and conditions of this Agreement, including, without limitation, the fees and payment obligations hereunder, shall govern the provision will promote an orderly transition of the Services during any MLCC Services. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (c) For a period of six (6) months following the Termination Assistance Period. , Purchaser shall: (i) answer all reasonable and pertinent verbal or written questions from Seller regarding the MLCC Services on an “as needed” basis; and (ii) deliver to Seller any remaining Seller-owned reports and documentation still in Purchaser’s possession.” (ii) The Sub- Administrator/Accounting Agent shall be reasonably compensated for Servicing Agreement is amended by replacing, throughout the delivery of recordsentire agreement, any reference to “the Services performed during any Termination Assistance Period and Origination Agreement” or any other Termination Assistance Services under clauses (i)-(iii) abovesimilar reference to “Origination Agreement” that connotes the singular form of such definition, providedwith “any Origination Agreement” or “the Origination Agreements” or “the applicable Origination Agreement” or any other similar reference that connotes the plural form of such definition, however, that as 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 standardscontext may require.