PARTY TO AN MOA TERMINATE ALL OF THE EXISTING MOAS AT
ONE TIME.
AT LEAST EIGHTEEN (18) MONTHS PRIOR TO THE COMMON TERMINATION DATE,
PROVIDER SHALL PROPOSE REVISED TERMS AND CONDITIONS ON WHICH THE AGREEMENT MAY
BE RENEWED FOR AN ADDITIONAL TWO (2) YEAR PERIOD (THE "RENEWAL PERIOD").
CUSTOMER AND ALL OF THE GENWORTH AFFILIATES THEN PARTY TO AN MOA MAY AT THEIR
SOLE OPTION RENEW ALL, BUT NOT LESS THAN ALL, OF THE MOAS FOR THE RENEWAL
PERIOD, PROVIDED, THAT CUSTOMER, SUCH GENWORTH AFFILIATES AND PROVIDER AGREE
UPON REVISED CHARGES AND OTHER TERMS AND CONDITIONS TO BE APPLICABLE TO THE
SERVICES DURING THE RENEWAL PERIOD PRIOR TO THE DATE THAT IS FOURTEEN (14)
MONTHS PRIOR TO THE COMMON TERMINATION DATE (THE "NOTIFICATION DATE").
IF THE
PARTIES ARE UNABLE TO SO AGREE, CUSTOMER SHALL INFORM PROVIDER WITHIN FIFTEEN
(15) DAYS FOLLOWING THE NOTIFICATION DATE AS TO WHETHER IT WILL EXERCISE THE
CARVE-OUT OPTION (WHICH MAY ONLY BE EXERCISED WITH RESPECT TO ALL OF THE
THEN-OUTSTANDING MOAS), AS DESCRIBED IN SECTION 1.0 OF EXHIBIT H AND/OR REQUIRE
PROVIDER TO PROVIDE SERVICES TRANSFER ASSISTANCE.
IF CUSTOMER, SUCH GENWORTH
AFFILIATES AND PROVIDER FAIL TO AGREE UPON THE TERMS FOR RENEWAL OF THE MOAS, OR
IF CUSTOMER FAILS TO PROVIDE PROVIDER THE NOTICE DESCRIBED ABOVE, ALL OF THE
MOAS WILL AUTOMATICALLY TERMINATE ON THE COMMON TERMINATION DATE AND CUSTOMER
SHALL NOT BE ENTITLED TO EXERCISE ITS CARVE-OUT OPTION OR REQUIRE PROVIDER TO
PROVIDE SERVICES TRANSFER ASSISTANCE.
8.0
TERMINATION.
8.1
TERMINATION FOR CAUSE BY CUSTOMER.
CUSTOMER SHALL HAVE THE RIGHT
AT ANY TIME TO TERMINATE ANY PSA IN WHOLE OR IN PART WITH RESPECT TO THE
AFFECTED SERVICES, EFFECTIVE IMMEDIATELY AND WITHOUT PREJUDICE TO ANY OTHER
LEGAL RIGHTS TO WHICH CUSTOMER MAY BE ENTITLED, UPON THE OCCURRENCE OF THE
FOLLOWING EVENTS:
(A)
PROVIDER BECOMES SUBJECT TO ANY VOLUNTARY OR INVOLUNTARY ORDER OF
ANY GOVERNMENTAL AGENCY PROHIBITING OR MATERIALLY IMPAIRING THE PERFORMANCE OF
ANY OF THE SERVICES;
(B)
IF SUCH SERVICES ARE INADEQUATE, UNSATISFACTORY OR SUBSTANTIALLY
NOT IN CONFORMANCE WITH THE PERFORMANCE STANDARDS OR IF PROVIDER'S
REPRESENTATIONS AND WARRANTIES ARE MATERIALLY INACCURATE AND, UPON RECEIPT OF
NOTICE THEREOF FROM CUSTOMER, PROVIDER (I) DOES NOT IMMEDIATELY UNDERTAKE ACTION
IN GOOD FAITH TO CURE SUCH DEFAULT, AND (II) DOES NOT PROVIDE TO CUSTOMER A
PRELIMINARY ANALYSIS OF THE ROOT CAUSE OF SUCH DEFAULT AND AN INITIAL PLAN TO
CURE SUCH DEFAULT WITHIN TEN (10) DAYS OF SUCH NOTICE, AND (III) HAS NOT AGREED
WITH CUSTOMER ON A DEFINITIVE PLAN TO CURE SUCH DEFAULT ACCEPTABLE TO CUSTOMER
WITHIN THIRTY (30) DAYS OF SUCH NOTICE, AND (IV) HAS NOT FULLY CURED SUCH
DEFAULT WITHIN NINETY (90) DAYS OF SUCH NOTICE OR SUCH LONGER PERIOD AS MAY HAVE
BEEN APPROVED BY CUSTOMER AS PART OF PROVIDER'S PLAN TO CURE SUCH DEFAULT;
(C)
IF PROVIDER OR CUSTOMER, DUE TO THE ACTIONS OF PROVIDER, IS
ADMINISTRATIVELY CITED BY ANY GOVERNMENTAL AGENCY FOR MATERIALLY VIOLATING, OR
IS JUDICIALLY FOUND TO HAVE MATERIALLY VIOLATED, ANY LAW GOVERNING THE
PERFORMANCE OF THE SERVICES;
11
(D)