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~~ <br />EXHIBIT D <br />REDACTED CONTRACT <br />d. By any party, at its option, if any court, or governmental or regulatory agency issues to <br />another party an order or fording of impairment or insolvency, or an order to cease and desist from writing <br />business. The party receiving notice of an order or finding must provide the others written notice within two <br />business days of receipt; <br />e. By any party if another party: (i) makes an assignment for the benefit of creditors; (ii) has a <br />petition filed (whether voluntary or involuntary) under Title 11 of the United States Code, or any other similar <br />statute now or hereafter in effect; (iii) has a receiver, custodian, conservator, or trustee appointed with respect <br />to all or a substantial part of its property; or (iv) has a proceeding commenced against it which substantially <br />impairs performance hereunder; or <br />f. By Caremark, immediately on written notice to Member County or Customer, if (i) either <br />fails to comply with the provisions of Section 3.1 of this Agreement, or (ii) Caremark determines, in its sole <br />discretion that Member County or Customer's program may not fully comply with all applicable Laws. <br />7.3 Effect of Termination and Survival. <br />Sections 4, 5 and 6 of this Agreement, and obligations arising under this Agreement prior to the <br />effective date of any termination, will survive termination. <br />8. NOTICES. <br />All notices under this Agreement must be in writing, delivered in person, sent by certified mail, delivered by <br />air courier, or transmitted by facsimile and confirmed in writing (by air courier or certified mail) to a party at <br />the facsimile number and address shown in this Agreement. A party may notify the other party of any changes <br />in the listed address or facsimile number in accordance with the provisions of this Section. All notices are <br />effective upon receipt. <br />Notices to Cazemazk must be addressed as follows: <br />Vice President, Client Contract Services <br />Cazemazk Inc. <br />2211 Sanders Road, NBT9 <br />Northbrook, II, 60062 <br />Fax No.: 847-559-4302 <br />With a copy to: <br />Managing Counsel, Client and Account Services <br />Cazemazk Inc. <br />2211 Sanders Road, NBT9 <br />Northbrook, IL 60062 <br />Fax No.: 847-559-4879 <br />Notices to Customer must be addressed as follows: <br />National Association of Counties <br />440 First Street, NW <br />Washington, DC 20001 <br />Attn: Mr. Andrew Goldschmidt, Director, Membership Marketing <br />Fax No.: (202) 393-2630 <br />9. MISCELLANEOUS. <br />9.1 Entire Agreement; Interpretation; Amendment; Counterparts. This Agreement (including <br />NACo_k3-v2.doc (02/24/2006) [RaClaim] Page 23 of 29 <br />