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7 <br />Mounds View Loan Servicing Contract #3084 <br />621273v5MU205-13 <br />Either Client or CEE may terminate this Agreement with respect to any Client Loan, or with <br />respect to all Client Loans, upon (a) ninety days prior written notice delivered to the other party <br />via email (and duly acknowledged by the other party) or (b) upon the occurrence of a CEE <br />Termination Event (as defined below). Upon such termination, CEE shall promptly supply <br />appropriate reports, documents, promissory notes, and other information as requested by Client or <br />any person or entity designated by Client and shall use its commercial best efforts to effect the <br />orderly and efficient transfer or servicing to the Client or a new servicer designated by Client <br />subject to the fees described in Exhibit B. <br /> <br />The following shall constitute a “Termination Event” under this Agreement: <br /> <br />A. Any failure by CEE to remit any payment required to be made under the terms of this <br />Agreement which continues for a period of ten business days after notice that such <br />payment was required to be made, provided, however, that any such failure shall not <br />constitute a Termination Event if such delay or failure could not have been prevented <br />by the exercise of reasonable diligence by CEE, or such delay or failure was caused <br />by events subject to conditions outside of the reasonable control of CEE; or <br /> <br />B. Any material breach by CEE or Client of their respective representations and <br />warranties contained herein that materially and adversely affects the interests of the <br />other, or any failure on the part of CEE or Client to observe or perform in any <br />material respect any of the covenants or agreements contained herein and which non- <br />performance continues for a period of thirty days after the date on which notice, <br />except for the case of non-payment as identified in paragraph A above, of such <br />breach has been given to by the non-breaching party to the breaching party. <br />Notwithstanding, if the breaching party certifies to the non-breaching party that it has <br />in good faith attempted to remedy such breach, such cure period will be extended to <br />the extent reasonably necessary to permit the breaching party to cure such breach; or <br /> <br />C. CEE or Client shall suffer a material adverse change in its financial condition that <br />affects its ability to perform its obligations under this Agreement; or <br />D. CEE or Client is subject to a bankruptcy or other proceeding relating to its liquidation <br />or insolvency, or a decree or order of a court or agency or supervisory authority <br />having jurisdiction for the appointment of a conservator or receiver or liquidator in <br />any insolvency, readjustment of debt, marshaling of assets and liabilities or similar <br />proceedings, or for the winding-up or liquidation of its affairs, shall have been <br />entered against CEE or Client and such decree or order shall have remained in force, <br />undischarged or un-stayed for a period of sixty (60) days; or <br /> <br />E. CEE or Client shall consent to the appointment of a conservator or receiver or <br />liquidator in any insolvency, readjustment of debt, marshaling of assets or liabilities, <br />or similar proceedings of or relating to CEE or Client or of or relating to all or <br />substantially all of such party’s property; or