GROUP THEN 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