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Docusign Envelope ID: 1OBC9C18-B2D4-4ECE-8COA-D7C9B69F3F42 <br />Authorized Representative determines to be necessary to protect COMMERCE against potential loss <br />or liability. <br />The rights and remedies of COMMERCE provided in this Section shall not be exclusive and are in <br />addition to any other rights and remedies provided by law or under this Grant Agreement. <br />After receipt of a notice of termination, and except as otherwise directed by the Authorized <br />Representative, the GRANTEE shall: <br />1) Stop work under the Grant Agreement on the date, and to the extent specified, in the notice; <br />2) Place no further orders or subgrants/subcontracts for materials, services, or facilities except as <br />may be necessary for completion of such portion of the work under the Grant Agreement that is <br />not terminated; <br />3) Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized <br />Representative, all of the rights, title, and interest of the GRANTEE under the orders and <br />subgrants/subcontracts so terminated, in which case COMMERCE has the right, at its discretion, <br />to settle or pay any or all Claims arising out of the termination of such orders and <br />subgrants/subcontracts; <br />4) Settle all outstanding liabilities and all Claims arising out of such termination of orders and <br />subgrants/subcontracts, with the approval or ratification of the Authorized Representative to the <br />extent the Authorized Representative may require, which approval or ratification shall be final for <br />all the purposes of this clause; <br />5) Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed <br />by the Authorized Representative any property which, if the Grant Agreement had been <br />completed, would have been required to be furnished to COMMERCE; <br />6) Complete performance of such part of the work associated with the Project as shall not have <br />been terminated by the Authorized Representative; and <br />7) Take such action as may be necessary, or as the Authorized Representative may direct, for the <br />protection and preservation of the property related to this Grant Agreement, which is in the <br />possession of the GRANTEE and in which COMMERCE has or may acquire an interest. <br />48. TREATMENT OF ASSETS <br />Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property <br />furnished by the GRANTEE, for the cost of which the GRANTEE is entitled to be reimbursed as a <br />direct item of cost under this Grant Agreement, shall pass to and vest in COMMERCE upon delivery <br />of such property by the GRANTEE. Title to other property, the cost of which is reimbursable to the <br />GRANTEE under this Grant Agreement, shall pass to and vest in COMMERCE upon (i) issuance for <br />use of such property in the performance of this Grant Agreement, or (ii) commencement of use of <br />such property in the performance of this Grant Agreement, or (iii) reimbursement of the cost thereof <br />by COMMERCE in whole or in part, whichever first occurs. <br />A. Any property of COMMERCE furnished to the GRANTEE shall, unless otherwise provided herein <br />or approved by COMMERCE, be used only for the performance of this Grant Agreement. <br />B. The GRANTEE shall be responsible for any loss or damage to property of COMMERCE that <br />results from the negligence of the GRANTEE or which results from the failure on the part of the <br />GRANTEE to maintain and administer that property in accordance with sound management <br />practices. <br />C. If any COMMERCE property is lost, destroyed or damaged, the GRANTEE shall immediately <br />notify COMMERCE and shall take all reasonable steps to protect the property from further <br />damage. <br />D. The GRANTEE shall surrender to COMMERCE all property of COMMERCE prior to settlement <br />upon completion, termination or cancellation of this Grant Agreement <br />28 <br />