MUTUALLY AGREED UPON BY THE PARTIES.
(B)
DURING THE TERM, PURCHASER SHALL PAY MFFB ON THE 15TH OF EACH
MONTH, INCLUDING AUGUST 15, 2007, FOR THE SERVICES FEE THAT IS DUE FOR THE
SERVICES PERFORMED DURING THE MONTH ON WHICH SUCH PAYMENT DATE FALLS.
IN
ADDITION, MFFB SHALL DELIVER TO PURCHASER AN INVOICE SETTING FORTH IN REASONABLE
DETAIL ANY
EXPENSES ("EXPENSE INVOICE") INCURRED IN CONNECTION WITH THE
SERVICES PROVIDED TO PURCHASER OR ITS AFFILIATES BY MFFB HEREUNDER AND IN
ACCORDANCE HEREWITH FOR EACH CALENDAR MONTH DURING THE TERM.
PURCHASER SHALL
PAY, OR CAUSE TO BE PAID, TO MFFB ALL AMOUNTS DUE UNDER THE EXPENSE INVOICE
PROMPTLY UPON, BUT IN NO EVENT LATER THAN, THE DATE WHICH IS THIRTY (30) DAYS
FOLLOWING PURCHASER'S RECEIPT OF THE EXPENSE INVOICE; PROVIDED, HOWEVER, THAT IN
THE EVENT PURCHASER HAS A GOOD FAITH OBJECTION TO ANY PORTION OF SUCH EXPENSE
INVOICE, AS SET FORTH IN A NOTICE TO MFFB CONTAINING REASONABLE DETAIL AS TO THE
BASIS FOR PURCHASER'S OBJECTION (AN "OBJECTION NOTICE"), PURCHASER SHALL PAY
THAT PORTION OF SUCH INVOICE TO WHICH IT DOES NOT OBJECT AND UPON THE RESOLUTION
OF THE DISPUTE RELATING TO THE PORTION OF THE INVOICE TO WHICH PURCHASER HAS
OBJECTED, PAY ANY OTHER AMOUNTS DUE AND OWING TO MFFB IN ACCORDANCE WITH SUCH
RESOLUTION.
ARTICLE IV
TERM; TERMINATION
4.1
TERM.
THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND
CONTINUE FOR A TERM OF THREE (3) MONTHS (THE "INITIAL TERM"), UNLESS THIS
AGREEMENT IS EARLIER TERMINATED AS PROVIDED BELOW.
PURCHASER MAY RENEW THIS
AGREEMENT FOR TWO (2) SUCCESSIVE THIRTY (30) DAY PERIODS UPON THIRTY (30) DAYS
PRIOR WRITTEN NOTICE TO MFFB (THE "RENEWAL TERM," AND WITH THE INITIAL TERM, THE
"TERM").
4.2
EARLY TERMINATION FOR CAUSE.
EITHER PARTY (THE "NON-DEFAULTING
PARTY") MAY TERMINATE THIS AGREEMENT AT ANY TIME AND PURSUE ALL RIGHTS AND
REMEDIES AVAILABLE TO IT AT LAW, IN EQUITY OR OTHERWISE IF ANY OF THE FOLLOWING
SHALL OCCUR WITH RESPECT TO THE OTHER PARTY (THE "DEFAULTING PARTY"):
(A)
ANY REPRESENTATION OR WARRANTY OF THE DEFAULTING PARTY SET FORTH
IN THIS AGREEMENT WAS FALSE OR MISLEADING IN ANY MATERIAL RESPECT WHEN MADE;
(B)
THE DEFAULTING PARTY FAILS TO PAY ANY OBLIGATION HEREUNDER WHEN
DUE AND SUCH FAILURE CONTINUES FOR FIVE (5) BUSINESS DAYS AFTER RECEIPT OF
NOTICE OF SUCH FAILURE FROM THE NON-DEFAULTING PARTY;
(C)
THE DEFAULTING PARTY FAILS TO PERFORM ANY MATERIAL OBLIGATION
HEREUNDER (OTHER THAN PAYMENT OBLIGATIONS) AND SUCH FAILURE CONTINUES FOR AT
LEAST TEN (10) BUSINESS DAYS AFTER RECEIPT OF NOTICE OF SUCH FAILURE FROM THE
NON-DEFAULTING PARTY; OR
(D)
(I) THE DEFAULTING PARTY SHALL COMMENCE ANY CASE, PROCEEDING OR
OTHER ACTION (A)
UNDER ANY EXISTING OR FUTURE LAW, RELATING TO BANKRUPTCY,
INSOLVENCY, REORGANIZATION OR RELIEF OF DEBTORS, SEEKING TO HAVE AN ORDER FOR
RELIEF ENTERED WITH RESPECT TO IT, OR SEEKING TO ADJUDICATE IT A BANKRUPT OR
INSOLVENT, OR SEEKING REORGANIZATION, ARRANGEMENT, ADJUSTMENT, WINDING-UP,
LIQUIDATION, DISSOLUTION, COMPOSITION OR OTHER RELIEF WITH RESPECT TO IT OR ITS
DEBTS, OR (B) SEEKING APPOINTMENT OF A RECEIVER, TRUSTEE,