Upon the occurrence of the Triggering Event and if Service Provider is unable to cure as described in Section 1.(e), Service Provider shall be obligated to promptly transfer to Owners a full and complete copy of the then-existing Facility IP in the file format(s) as they exist in Service Provider’s and its Affiliates’ systems and files, and Owners’ license with respect to the then existing Facility IP as described in Section 2 above, shall become immediately exercisable and enforceable by Owners. If Service Provider fails to perform a particular type or category of Services but continues to perform other types or categories of Services, such event will be considered a Triggering Event only as to the category of Service which Service Provider failed to perform. Accordingly, if Service Provider is unable to cure in this instance, Service Provider shall transfer a copy of the portion of the then-existing Facility IP corresponding to that category of Service which led to the Triggering Event and the terms herein shall apply to that licensed portion of Facility IP. Owners’ partial exercise of this Facility IP License shall not preclude or prejudice Owners from receiving or exercising any additional partial or full licenses of Facility IP pursuant to Sections 2 and 3 due to any additional Triggering Events.

by Service Provider to perform all of the Services requested by Owners (including delivery of Licensed IP (as that term is defined in Exhibit G (IP License) to the Services Agreement) and access to certain Facility IP) in accordance with the requirements of the Services Agreement coupled with either # failure to raise a good-faith claim that the Services conform to the Services Agreement or # failure, within fifteen (15) days of issuance of a final decision of the Panel concluding that the Services do not conform to the Services Agreement (issued per Article 19 of the Services Agreement), to perform the Services in accordance with such Panel decision; or # willful and complete abandonment or non-performance of all of the Services requested by Owners. Notwithstanding the foregoing, if Service Provider fails or ceases to perform only a portion of the Services (i.e., Service Provider fails or ceases to perform a particular type or category of Service which Service Provider agreed to perform in the Services Agreement, but continues to perform other Services), such failure or cessation shall be deemed a Triggering Event only as to the type or category of Services which Service Provider failed or ceased to perform, and Owners’ right to receive a copy of the then-existing Facility IP, Service Provider’s obligation to transfer a copy of the Facility IP, and Owners’ ability to exercise and enforce the license in and to the then-existing Facility IP shall only apply to that portion of the Facility IP applicable to and associated with the type or category of Service which Service Provider fails or ceases to provide, in order to fully enable Owners to self-perform or have a Third Party perform the Services without any support or technical assistance from Service Provider.

Owners acknowledge and agree that, although this Facility IP License is attached to and made a part of the Services Agreement and the license to Facility IP granted by Service Provider pursuant to Section 2 is made effective as of the Effective Date, the rights and licenses granted by Service Provider to Owners hereunder shall not become exercisable or enforceable by Owners, and Owners hereby covenant not to exercise, enforce or use their rights to Facility IP granted pursuant to this Facility IP License, unless and until such time that a Triggering Event occurs and any Service Provider opportunity to cure as described in Section 1.(e) has been exhausted, it being understood that this covenant will not impact any rights that Owners may have under any other license. As such, Service Provider’s obligations under this Facility IP License shall not become enforceable by Owners, and Service Provider shall not be obligated by this Facility IP License Agreement to transfer or provide a copy of the Facility IP to Owners by virtue of the requirements of this Facility IP License, unless and until such time that the Triggering Event occurs and any Service Provider opportunity to cure as described in Section 1.(e) has been exhausted.