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128619861v2 successive one (1) year renewal terms (each, a “Renewal Term,” and together with the Initial Term, the “Term”), until terminated pursuant to Section 2(b). (b) Termination. This Agreement may be terminated by either party with or without cause, immediately upon thirty (30) days’ prior written notice to MuniReg. Either party may also terminate this Agreement, effective immediately upon written notice to the other party, upon a material breach of this Agreement by the other party. Further, to the extent permitted by law, Client may terminate this Agreement, effective immediately upon written notice to MuniReg, in the event of: (i) an assignment for the benefit of creditors by MuniReg or the voluntary appointment (at the request of MuniReg or with the consent of MuniReg) of a receiver, custodian, liquidator or trust in bankruptcy of MuniReg’s property or the filing by MuniReg of a petition in bankruptcy or other similar proceeding under any law for relief of debtors; (ii) the filing against MuniReg of a petition in bankruptcy or other similar proceeding under any law for relief of debtors, or the involuntary appointment of a receiver, custodian, liquidator or trustee in bankruptcy of MuniReg’s property, where such petition or appointment is not vacated or discharged within sixty (60) days after the filing or making thereof; or (iii) MuniReg liquidates, dissolves, or otherwise ceases business operations. Finally, this Agreement will automatically terminate in the event that MuniReg’s authority to perform the Services under the Ordinance is withdrawn or is adversely modified in any material respect. (c) Effect of Termination. Upon termination of this Agreement, MuniReg will cease performance of all Services, and all further licenses and rights of the parties will cease, except that MuniReg will be entitled to any compensation or other amounts earned with respect to Services provided through the effective date of termination. Further, and notwithstanding any termination of this Agreement, the provisions of Sections 3 (to the extent payments remain due), 4, 5, 6, 7, 8, 9, 10 and 11 shall survive such termination and remain in effect, as well as any provision that ought reasonably be construed to survive such termination. Upon termination of this Agreement: (i) each party shall promptly (and within no more than ten (10) days) return to the other all data, materials, and other property of the other party then held by it (including all copies thereof, provided that MuniReg may keep a copy for its records); and (ii) MuniReg shall promptly (and within no more than ten (10) days) remit to the Client the portion of Registration Fees owed to the Client under the terms of Exhibit A (less any fees or other amounts payable to MuniReg under the terms of Exhibit A). In addition, for a period of six (6) months following the termination of this Agreement, MuniReg shall respond to the reasonable inquiries of any successor company providing similar Services to the Client, and allow any successor companies to receive information in digital or hard copy format (in whichever format MuniReg so chooses) relating to matters of continuing significance regarding the Services. 3. Compensation. (a) Payment for Services; Expenses. As compensation for the Services, MuniReg shall retain the amount per each collected Registration Fee as set forth in the attached Exhibit A. Except as specifically provided on Exhibit A, the Services will be provided by MuniReg at its sole cost and expense. (b) Taxes. The charges specified on the attached Exhibit A shall be deemed not to have included taxes. Client shall thus also be responsible for all sales, use, property, value added or similar taxes, if any. Taxes related to income based on the Services provided, as