SUPPORT SERVICE UP TO AN ADDITIONAL PERIOD OF
SIX (6) MONTHS WITH RESPECT TO ALL OR PART OF THE BUYER SUPPORT SERVICES THAT
HAVE NOT BEEN TERMINATED PRIOR TO THE END OF THE TRANSITION PERIOD (THE "PARENT
EXTENSION PERIOD"). PARENT MAY EXERCISE ITS OPTION TO INITIATE A PARENT
EXTENSION PERIOD BY DELIVERY OF A WRITTEN NOTICE TO BUYER NO LATER THAN SIXTY
(60) DAYS PRIOR TO THE END OF THE TRANSITION PERIOD. PARENT'S NOTICE SHALL
SPECIFY IN REASONABLE DETAIL THE TYPES AND LEVELS OF BUYER SUPPORT SERVICES TO
BE PROVIDED BY BUYER DURING THE PARENT EXTENSION PERIOD. IF PARENT INITIATES A
PARENT EXTENSION PERIOD WITH RESPECT TO ANY BUYER SUPPORT SERVICE, THE FEE, RATE
OR AMOUNT TO BE CHARGED TO BUYER FOR THE PROVISION OF ANY BUYER SUPPORT SERVICE
SHALL BE INCREASED BY TWENTY-FIVE PERCENT (25%) FROM THE FEE, RATE OR AMOUNT TO
BE CHARGED IN ACCORDANCE WITH SCHEDULE 2.
(D)
NOTWITHSTANDING THE PROVISIONS OF SECTIONS 7(A),
(B) AND (C), EACH PARTY RESERVES THE RIGHT TO IMMEDIATELY TERMINATE THIS
AGREEMENT BY WRITTEN NOTICE TO THE OTHER PARTY IN THE EVENT THAT:
(I)
THE OTHER PARTY COMMITS A MATERIAL
BREACH OF THE TERMS OF THIS AGREEMENT, WHICH BREACH REMAINS UNCURED FOR A PERIOD
OF FIVE (5) DAYS AFTER THE NON-BREACHING PARTY HAS GIVEN WRITTEN NOTICE TO THE
OTHER PARTY OF SUCH BREACH (THE "CURE
8
PERIOD"); PROVIDED, THAT EACH PARTY EXPRESSLY ACKNOWLEDGES THAT THE FAILURE TO
PAY ANY AMOUNT WHEN DUE (FOLLOWING ANY CURE PERIOD) AND ANY BREACH OF
SECTION 4(A), (B) OR (C) SHALL BE A MATERIAL BREACH OF THE TERMS OF THIS
AGREEMENT; PROVIDED, HOWEVER, THAT NEITHER CONTESTING IN GOOD FAITH THE QUALITY
OR EFFECTIVENESS OF SUPPORT SERVICES NOR THE WITHHOLDING OF AMOUNTS OWED
HEREUNDER IN CONNECTION WITH A GOOD FAITH DISPUTE CONCERNING SUCH SUPPORT
SERVICES SHALL BE CONSIDERED A MATERIAL BREACH FOR PURPOSES OF THIS
SUBPARAGRAPH;
(II)
THE OTHER PARTY SHALL (A) APPLY FOR
CONSENT TO THE APPOINTMENT OF A RECEIVER, TRUSTEE OR LIQUIDATOR, (B) ADMIT IN
WRITING AN INABILITY TO PAY DEBTS AS THEY MATURE, (C) MAKE A GENERAL ASSIGNMENT
FOR THE BENEFIT OF CREDITORS, (D) FILE A VOLUNTARY PETITION OR HAVE FILED
AGAINST IT A PETITION FOR AN ORDER OF RELIEF UNDER THE FEDERAL BANKRUPTCY CODE,
AS THE SAME MAY BE AMENDED, SO AS TO TAKE ADVANTAGE OF ANY INSOLVENCY LAWS OR TO
FILE AN ANSWER ADMITTING THE GENERAL OBLIGATIONS OF AN INSOLVENCY PETITION; OR
(III)
THE OTHER PARTY SHALL HAVE BEEN PREVENTED
FROM EXERCISING NORMAL MANAGERIAL CONTROL OVER ALL OR ANY SUBSTANTIAL PART OF
ITS PROPERTY BY ANY PERSON OR AGENT OR BY REASON OF THE ENTRY OF ANY ORDER,
JUDGMENT OR DECREE BY ANY COURT OR GOVERNMENTAL AGENCY OF COMPETENT JURISDICTION
APPROVING A PETITION SEEKING THE REORGANIZATION OF SUCH PARTY, OR APPOINTMENT OF
A RECEIVER'S TRUSTEE, LIQUIDATOR OR THE LIKE OF SUCH PARTY OR A SUBSTANTIAL
PART OF ITS ASSETS.
(E)
UPON TERMINATION OF THIS AGREEMENT FOR ANY
REASON, UNLESS OTHERWISE SPECIFIED IN ARTICLE 12 OF THE PPD PURCHASE AGREEMENT,
EACH PARTY SHALL