MBIA MUNISERVICES COMPANY (MMC) 1 - 2006

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4. DELIVERY OF SERVICES. Upon receipt of Customer Data, MMC shall begin providing Data Services. No more than ninety (90) days after receipt of Customer Data, MMC shall make the Subscription Services available to Customer for Customer's immediate access and use. Thereafter, MMC shall update the Software with Customer Data in accordance with the provisions of the applicable Addendum therefor. Immediately following receipt of Customer Data, MMC shall begin providing Connection Services, to the extent of providing Customer with access codes and the appropriate URL so that Customer may be granted a secure connection to the Subscription Services. 5. TERM AND TERMINATION Term. This Agreement shall be effective as of the date on which the Subscription Services are first available for Customer ( "Effective Date ") and shall continue for a period of three (3) years from such date, or for as long as any Addendum hereto remains in effect, whichever is later. This Agreement will be automatically renewed for one -year periods after the expiration of the initial term or any subsequent term. Non - Renewal of Term. If either Party desires to terminate this Agreement upon the expiration of any term, it shall give the other Party written notice of its intent to cancel at least sixty (60) days prior to the expiration of the current term. Customer may elect to discontinue any particular Addendum, while maintaining other Addendum and this Agreement in full force and effect, by giving notice of Customer's intent to discontinue the particular Addendum at least sixty (60) days prior to the expiration of the current term. At any time that no Addendum under this Agreement is in force, and regardless of the fact that notice of termination regarded only an Addendum and not this Agreement, this Agreement shall terminate. Event of Default. Any of the following shall constitute an event of default ( "Event of Default ") under this Agreement or any applicable Addendum or Addendum: (a) Customer fails to pay any amount when due hereunder (after ten (10) days prior written notice of such failure to pay), or (b) a material breach by either Party of this Agreement. If an Event of Default occurs, the non - breaching party shall notify the breaching party of the Event of Default and provide the breaching party thirty (30) days to cure (except in the case of non - payment for which the cure period shall be ten (10) days) or such amount of time as is reasonable given the circumstances. If the breaching party fails to effect cure within the time allowed, then the non - breaching party may, at its option, terminate this Agreement effective immediately upon notice. Notwithstanding termination of this Agreement, Customer shall remain obligated to pay for Services rendered by MMC as of the effective date of termination. In the event that this Agreement is terminated in response to an Event of Default by MMC, MMC shall refund to Customer the prorated portion of the Fees paid by Customer for the Services based on the effective date of the termination and the expiration of the current term, or such portion of the Services as paid for by Customer and not delivered as of the effective date of termination. Regulations. In the event a law or regulatory action prohibits, substantially impairs or makes impractical the provision of any Services under this Agreement, as determined by MMC, MMC may, at its option and without liability, terminate this Agreement or modify any Services or the terms and conditions of this Agreement in order to conform to such action (a "Regulatory Modification "). MMC shall provide thirty (30) days written notice to Customer prior to any such Regulatory Modification, except that MMC may reduce the foregoing notice period, if required by the applicable law or regulation. Use by Customer of the modified Services for a period of thirty (30) days after implementation of such Regulatory Modification shall constitute acceptance of such changes. 6. FEES, BILLING AND PAYMENT. Billing for the Services ( "Fees ") shall be quarterly in advance. Payment shall be made within thirty (30) days of the date of the invoice therefore. For any additional Services requested by Customer in accordance with Section 2.4 hereof, Customer shall be invoiced for those Services on the date the Subscription Services are first available to Customer and payment shall be made within thirty (30) days of the date of the invoice therefore. Payment for non - recurring services, including Data Services and any training provided by MMC to Customer, shall be within thirty (30) days of the date of an invoice therefore. Any amount not paid within such period shall bear interest at the rate of 1.5% per month, or the highest rate permitted by applicable law. All Fees are payable in US Dollars. MMC reserves the right to change or modify the fees for the Services upon not less than sixty (60) days advance written notice to Customer. In all cases, a change in the fees for the Services shall be effective on the renewal date of the then current term. In the event of notice of such change, Customer may terminate this Agreement, without penalty, on the effective date of such change upon at least thirty (30) days advance written notice to MMC. MMC Services Agreement Page 21