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7.1.C. - Page 18 <br /> B. Upon delivery of written notification of breach, the breaching party shall <br /> have a period of fifteen (15) business days or an agreed upon date made within the <br /> fifteen (15) business days within which time the breaching party shall cure the breach. <br /> Should the breaching party fail to fully cure the breach within the designated time frame, <br /> the non-breaching party may terminate this Agreement by delivery of thirty (30) days <br /> written notice of termination to the breaching party. Any notice of breach or termination <br /> shall be delivered pursuant to Section XII. A hereto. <br /> C. This Agreement may be terminated by a party without the necessity of <br /> any notice or right to cure, upon the occurrence of any of the following events: <br /> (1) The expiration of the Term set forth in Section I I or any <br /> renewal thereof; <br /> (2) The commencement of bankruptcy, insolvency or <br /> conservatorship proceedings by the other party, or, if such proceedings are <br /> brought against the other party, the other party's failure to have such <br /> proceedings dismissed within 45 days. <br /> D. Either party may, without reason, terminate this Agreement with at <br /> least ninety (90) calendar days prior written notice to the other party. <br /> E. YORK may terminate this Agreement and discontinue Services <br /> immediately upon notice to PRINCIPAL, if PRINCIPAL fails to maintain sufficient <br /> balances in the escrow account to properly and adequately fund daily maintenance and <br /> indemnity needs, as well as settlement of Claims and any Loss Adjustment Expense. At <br /> no time shall YORK be liable or obligated to make any payments, out of YORK'S own <br /> funds, of any type or character on behalf of PRINCIPAL, including benefits PRINCIPAL <br /> is legally required to provide to its employees. <br /> XII. EQUITABLE ADJUSTMENT <br /> A. PRINCIPAL shall have the right to direct YORK to perform additional <br /> services or to perform services in a specific or different way. <br /> B. This Agreement contemplates that the standards applicable to this <br /> Agreement are those in effect on the date of this Agreement, whether such standards <br /> are set forth in statutes, regulations, rules, orders, case laws or otherwise. <br /> C. In the event of a directive from PRINCIPAL as set forth in Section XII. <br /> A or a change in a standard as set forth in Section XII B., YORK shall be entitled to an <br /> equitable adjustment in its compensation if such directive or change increases YORK'S <br /> cost of providing the services YORK renders under this Agreement. <br /> ATTY/AGR/2015.068/YORK TPA REDWOOD CITY <br /> REV:04-20-15 MLG <br /> Page 14 of 17 <br />