Common use of Convenience Clause in Contracts

Convenience. Prudential may terminate the Processing Agreement for convenience at any time without penalty upon one hundred twenty (120) days prior written notice to Regulus Group II LLC; provided that any such notice may not be delivered before June 1, 2010." 8. On the Effective Date, and until December 31, 2010, Assignee agrees to waive any fee increases under the Processing Agreement, notwithstanding the provision in Section 4.1 that provides for increases in the fees payable by Prudential based upon increases in the Consumer Price Index. 9. On the Effective Date, and for the remainder of the term of the Processing Agreement, notwithstanding anything to the contrary in the Processing Agreement and without waiving any rights under the Processing Agreement, Assignee agrees to (i) maintain the Services at the Performance Standards using the same information technology processes and systems to provide the Services; and (ii) not perform any Services from locations outside of the United States without prior approval from Prudential. 10. From the Signing Date until November 15,2009, provided that such time period may be extended by Prudential if Prudential, after using reasonable efforts to complete the diligence referenced below, requires additional time to complete such diligence, Prudential, will complete the diligence referenced below. Assignee and Assignor agree to cooperate with and assist Prudential in any due diligence that Prudential performs, including but not limited to site visits, related to Prudential's assessment of the Assignee as provider of the Services. Such due diligence shall be conducted during normal business hours and Assignee and Assignor agree to accommodate. Prudential's reasonable requests for access to information and facilities; provided however, that neither Assignor nor Assignee shall be required to divulge to Prudential any confidential information of other customers serviced by Assignor or Assignee. Each party shall be responsible for its own costs in performing such due diligence investigation. In the event Prudential notifies Assignor and Assignee on or before November 15, 2009 that it has detected deficiencies in its assessment of Assignee as provider of the Services or in Assignee's processing sites, as determined in Prudential's sole discretion, Assignee will develop an action plan to address such deficiencies within an agreed upon mutual timeframe. Assignee shall not be permitted to relocate performance of the Services from Assignor's Processing Site until such deficiencies have been corrected in accordance with Assignee's action plan or Prudential has otherwise given its consent to Assignee for the relocation. 11. This Assignment and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without giving effect to its principles or rules of conflict of laws thereof to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. 12. This Assignment and Assumption Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which shall together constitute one and the same instrument. Except as amended herein, the Processing Agreement shall remain in full force and effect. 13. In the event the Effective Date does not occur by December 31, 2009, Prudential may declare this Assignment and Assumption Agreement null and void as of December 31, 2009, by providing notice to the other parties.