Safety National Casualty Corporation 4/25/2020

Everett's actual or alleged failure to comply with any obligation under the Medicare Secondary Payor Statutes, then Safety National shall be entitled to liquidated damage sums up to and equal to the Settlement Amount, which liquidated damage sum shall be paid to Safety National within 30 days. The Parties agree that this liquidated damage sum is not a penalty but is reasonable given the inability of the Parties to predict with certainty the amount of damages resulting from the City of Everett's material breach or alleged breach. X. NO ASSIGNMENT AND AGREEMENT NOT TO ASSIGN A. The City of Everett represents and warrants that, as of the Effective Date, it has not assigned any of its rights against any of the Safety National Releasees arising from the GTS Site or the VCP Claim to any Person. B. The Parties each agree not to assign any of their rights under the Policies in connection with the GTS Site or the VCP Claim, or to delegate any of their duties under this Agreement without first obtaining all other Parties' written consent; provided, however, that this provision will not prohibit any assignment by any Party due to purchase, sale, merger, consolidation, operation of law or to a Person who succeeds to all or substantially all of such Party's assets. Subject to the foregoing, this Agreement will extend to and be binding upon the successors and assigns of the Parties. XI. CONSTRUCTION OF THE AGREEMENT; MISCELLANEOUS A. No Admission. This Agreement is the result of a compromised settlement of disputed claims and defenses. Nothing in this Agreement is to be construed as an admission or concession of coverage, responsibility, liability, non-liability or wrongdoing by either Party. This Agreement is the product of informed negotiations between the Parties and their representatives, including counsel, and involves compromises of previously stated legal Settlement Agreement and Site Release Page—12 2625918/1470.0003