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in Section 13 . 2 . 2 of A201TM- 1997 , as modified, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. ARTICLE 10 TERMINATION OR SUSPENSION § 10. 1 TERMINATION PRIOR TO ESTABLISHING GUARANTEED MAXIMUM PRICE § 10. 1 . 1 Prior to execution by both parties of Amendment No. 1 establishing the Guaranteed Maximum Price, the Owner may terminate this Contract at any time without cause, and the Construction Manager may terminate this Contract for any of the reasons described in Section 14 . 1 . 1 of A201TM�TA201TM- 1997 , as modified. § 10. 1 .2 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10 . 1 prior to commencement of the Construction Phase, the Construction Manager shall be equitably compensated for Preconstruction Phase Services performed prior to receipt of notice of termination ; provided , however, that the compensation for such services shall not exceed the compensation set forth in Section 4 . 1 . 1 . § 10. 1 . 3 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10 . 1 after commencement of the Construction Phase, the Construction Manager shall, in addition to the compensation provided in Section 10. 1 . 2, be paid an amount calculated as follows : . 1 Take the Cost of the Work incurred by the Construction Manager. .2 Add the Construction Manager ' s Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5 . 1 or, if the Construction Manager' s Fee is stated as a fixed sum in that Section, an amount which bears the same ratio to that fixed- sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion. . 3 Subtract the aggregate of previous payments made by the Owner on account of the Construction Phase. The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager which the Owner elects to retain and which is not otherwise included in the Cost of the Work under Section 10 . 1 . 3 . 1 . To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall , as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take all such steps , including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders . Subcontracts , purchase orders and rental agreements entered into by the Construction Manager with the Owner' s written approval prior to the execution of Amendment No . 1 shall contain provisions permitting assignment to the Owner as described above. If the Owner accepts such assignment, the Owner shall reimburse or indemnify the Construction Manager with respect to all costs arising under the subcontract, purchase order or rental agreement except those which would not have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner elects not to accept the assignment of any subcontract, purchase order or rental agreement which would have constituted a Cost of the Work had this agreement not been terminated , the Construction Manager shall terminate such subcontract, purchase order or rental agreement and the Owner shall pay the Construction Manager the costs necessarily incurred by the Construction Manager by reason of such termination. § 10 .2 TERMINATION SUBSEQUENT TO ESTABLISHING GUARANTEED MAXIMUM PRICE Subsequent to execution by both parties of Amendment No . 1 , the Contract may be terminated as provided in Article 14 of A20ITM-1997 . A201TM- 1997 , as modified . § 10.2. 1 In the event of such termination by the Owner, the amount payable to the Construction Manager pursuant to Section 14. 1 . 3 of A20ITm1997 A201 TM- 1997 , as modified, shall not exceed the amount the Construction Manager would have been entitled to receive pursuant to Sections 10. 1 . 2 and 10. 1 . 3 of this Agreement. § 10.2.2 In the event of such termination by the Construction Manager, the amount to be paid to the Construction Manager under Section 14. 1 . 3 of A2011M 1997 A201TM- 1997 , as modified, shall not exceed the amount the Construction Manager would have been entitled to receive under Sections 10 . 1 .2 and 10. 1 . 3 above, except that the AIA Document A121 TmCMc — 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING : This document is protected by U.S. Copyright Law and International Treaties. 20 Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17 :00:26 on 05/25/2005 under Order No. 1 0001 26313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3163795107)