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SECTION 5 - TERMINATION <br />5.1 TERMINATION. We will terminate this Agreement under the following circumstances: <br />(A) You notify Us in writing that the Agreement will be terminated; <br />(B) We notify You in writing that the Agreement will be terminated <br />because You have materially breached a provision of Section 1,.2; 3, 4, <br />or 6, or a provision of an Investment Addendum and You have failed to <br />cure such breach after We have given you a reasonable opportunity to <br />do so; <br />(C) We notify You in writing that the Agreement will be terminated . <br />because You have not paid Expenses and You have not made <br />alternative arrangements with Us for paying the Expenses as provided <br />under Section 4.6; or <br />(D) We determine that the class of business to which, this Agreement belongs <br />is no longer commercially desirable and We notify all investors of this <br />class of business in writing that the agreements will be terminated. <br />5.2 TERMINATION DATE. The Termination Date is the first day of the month coinciding <br />with or next following (i) the later of the date You specify in your notice pursuant to <br />Section 5.1(A) or the date We receive such notice, (ii) thirty (3 0) days after the later of <br />the date We specify in Our notice to You pursuant to Section(s) 5.1(B), 5.1(C) or 5.1(D) <br />or the date We send the notice. Upon termination of the Agreement, We will <br />(A) no longer accept Deposits under the Agreement as of the Termination <br />Date, and <br />(B) notify You of Expenses due as soon as practicable following the <br />Termination Date. <br />5.3 TERMINATION DISBURSEMENT DATE. Unless You and We agree to an alternative <br />date, We will initiate Termination Disbursements no later than the Termination <br />Disbursement Date which is the valuation date coinciding with or next following the later <br />of: <br />(A) Ninety (90) days after the date We receive all information necessary to <br />make the Disbursement; or <br />(B) Ninety (90) days after the date We recover all outstanding Expenses <br />under this Agreement. <br />The applicable Investment Addendum specifies the valuation date. <br />GA -2020 -IA -0805 7 City of Santa Ana - Investment Agreement (specimmidoc <br />25D-48 <br />