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<br />and further instruments, documents and agreements as may be necessary, in the sole <br />and absolute discretion of SAEC, to vest in SAEC all of SUBRECIPIENT's right, <br />title and interest (if any it may have) in and to SAEC, FEZ or other federal, state <br />and/or local accounts or program funds or allocation of funds to which SAEC is or <br />may be entitled, either for its own account or as fiduciary or trustee for others, which <br />were obtained for the purpose of the performance of this Agreement or any previous <br />agreements relating to the same subject matter or activities as this Agreement, <br />together with any instruments, loans, grants or advances by SUB RECIPIENT on <br />~behalf ofSAEC, in furtherance of the activities hereunder or thereof <br /> <br />SUB RECIPIENT's obligations and responsibilities set forth in this paragraph "XI. <br />REVERSION OF ASSETS," and in paragraphs "XII. TERMINA nON" and <br />"III. PROGRAM INCOME" shall not be affected by the termination of this <br />Agreement and shall survive the date of termination of this Agreement for such <br />period oftime as SAEC and/or HUD deems necessary for the responsibilities, duties <br />and obligations to be performed and completed to the satisfaction of SAEC and <br />HUD. <br /> <br />XII. TERMINA TION <br /> <br />A. This Agreement may be terminated on thirty (30) days' written notice by either <br />party. In the event of such termination, SUB RECIPIENT shall only be entitled to <br />reimbursement for approved expenses incurred to the effective date oftermination. <br /> <br />B. This Agreement may be suspended or terminated by SAEC upon five (5) days' <br />written notice for violation by SUBRECIPIENT of the tenns and conditions of the <br />this agreement or applicable State or Federal requirements. In the event of such <br />suspension or tennination, SUB RECIPIENT shall only be entitled to reimbursement <br />for approved expenses incurred up to the effective date of suspension or tennination. <br /> <br />C. In the event SUBRECIPIENT defaults by failing to fulfill all or any of its <br />obligations hereunder, SAEC may declare a default and termination of this <br />Agreement by written notice to SUBRECIPIENT, which default and termination <br />shall be effective on a date stated in the notice which is to be not less than ten (10) <br />days after certified mailing or personal service of such notice, unless such default is <br />cured before the effective date of termination stated in such notice. If terminated for <br />cause, SAEC shall be relieved of further liability or responsibility under this <br />Agreement, or as a result of the termination thereof: including the payment of <br />money, except for payment for approved expenses incurred for services <br />satisfactorily and timely performed prior to the mailing or service of the notice of <br />termination, and except for reimbursement of (1) any payments made for services <br />not subsequently performed in a timely and satisfactory manner, and (2) costs <br />incurred by SAEC in obtaining substitute performance. <br /> <br />D. The grant of funds by SAEC to SUBRECIPIENT pursuant to this Agreement may <br />be terminated for convenience upon two weeks written notice to SUB RECIPIENT. <br />