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<br /> <br /> Page 18 of 24 <br /> <br />COMMERCE may withhold from any amounts due the Grantee such sum as the Authorized <br />Representative determines to be necessary to protect COMMERCE against potential loss 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. <br />After receipt of a notice of termination, and except as otherwise directed by the Authorized <br />Representative, the Grantee shall: <br />A. Stop work under the Grant on the date, and to the extent specified, in the notice; <br /> <br />B. Place no further orders or subgrants for materials, services, or facilities except as may be <br />necessary for completion of such portion of the work under the Grant that is not terminated; <br /> <br />C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the <br />Authorized Representative, all of the rights, title, and interest of the Grantee under the <br />orders and subgrants so terminated, in which case COMMERCE has the right, at its <br />discretion, to settle or pay any or all claims arising out of the termination of such orders <br />and subgrants; <br /> <br />D. Settle all outstanding liabilities and all claims arising out of such termination of orders and <br />subgrants, with the approval or ratification of the Authorized Representative to the extent <br />the Authorized Representative may require, which approval or ratification shall be final for <br />all the purposes of this clause; <br /> <br />E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent <br />directed by the Authorized Representative any property which, if the Grant had been <br />completed, would have been required to be furnished to COMMERCE; <br /> <br />F. Complete performance of such part of the work as shall not have been terminated by the <br />Authorized Representative; and <br /> <br />G. Take such action as may be necessary, or as the Authorized Representative may direct, <br />for the protection and preservation of the property related to this Grant, which is in the <br />possession of the Grantee and in which COMMERCE has or may acquire an interest. <br />42. 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 direct <br />item of cost under this Grant, shall pass to and vest in COMMERCE upon delivery of such property <br />by the Grantee. Title to other property, the cost of which is reimbursable to the Grantee under this <br />Grant, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the <br />performance of this Grant, or (ii) commencement of use of such property in the performance of this <br />Grant, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first <br />occurs. <br />A. Any property of COMMERCE furnished to the Grantee shall, unless otherwise provided <br />herein or approved by COMMERCE, be used only for the performance of this Grant. <br /> <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 <br />the Grantee to maintain and administer that property in accordance with sound <br />management practices. <br /> <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 />DocuSign Envelope ID: 415ECE6B-E278-4AB4-AE0E-30A176106E11