IF A TRUSTEE OR RECEIVER OR SIMILAR OFFICER OF ANY COURT IS
APPOINTED FOR PROVIDER OR FOR A SUBSTANTIAL PART OF THE PROPERTY OF PROVIDER,
WHETHER WITH OR WITHOUT CONSENT;
(E)
IF BANKRUPTCY, COMPOSITION, REORGANIZATION, INSOLVENCY OR
LIQUIDATION PROCEEDINGS ARE INSTITUTED BY OR AGAINST PROVIDER WITHOUT SUCH
PROCEEDINGS BEING DISMISSED WITHIN NINETY (90) DAYS FROM THE DATE OF THE
INSTITUTION THEREOF; OR
(F)
A MATERIAL BREACH OF THIS AGREEMENT OR A PSA BY PROVIDER (WHICH
SHALL INCLUDE A SERIES OF NON-MATERIAL OR PERSISTENT BREACHES BY PROVIDER, THAT
IN THE AGGREGATE CONSTITUTE A MATERIAL BREACH OR HAVE A MATERIAL AND SIGNIFICANT
ADVERSE IMPACT (I) ON THE ADMINISTRATIVE, MANAGEMENT, PLANNING, FINANCIAL
REPORTING OR OPERATIONS FUNCTIONS OF CUSTOMER OR (II) ON THE MANAGEMENT OF THE
SERVICES), AND, UPON RECEIPT OF NOTICE THEREOF FROM CUSTOMER, PROVIDER (I) DOES
NOT IMMEDIATELY UNDERTAKE ACTION IN GOOD FAITH TO CURE SUCH BREACH, AND (II)
DOES NOT PROVIDE TO CUSTOMER A PRELIMINARY ANALYSIS OF THE ROOT CAUSE OF SUCH
BREACH AND AN INITIAL PLAN TO CURE SUCH BREACH WITHIN TEN (10) DAYS OF SUCH
NOTICE, AND (III) HAS NOT AGREED WITH CUSTOMER ON A DEFINITIVE PLAN TO CURE SUCH
BREACH 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 BREACH, PROVIDED, THAT ANY BREACH REFERRED TO IN SECTION 1.2 SHALL
BE FULLY CURED WITHIN THIRTY (30) DAYS OF SUCH NOTICE.
Within fifteen (15) days of its notice to PROVIDER of its intent to terminate
any PSA, in whole or in part, under this Section 8.1, CUSTOMER shall inform
PROVIDER as to whether it will exercise its Carve-Out Option (which may only be
exercised with respect to all of the outstanding MOAs, as described in Section
1.0 of Exhibit H) and/or whether it will require PROVIDER to provide Services
Transfer Assistance for a period not exceeding twenty-four (24) months from the
date of such notice.
If CUSTOMER fails to do so, CUSTOMER shall not be entitled
to exercise its Carve-Out Option and/or require PROVIDER to provide Services
Transfer Assistance.
8.2
TERMINATION BY PROVIDER.
(A)
PROVIDER MAY NOT TERMINATE THIS AGREEMENT OR ANY PSA FOR ANY
REASON OTHER THAN (I) NON-PAYMENT IN ACCORDANCE WITH SECTION 3.6, (II) AS
DESCRIBED BELOW UNDER SECTION 8.4 (TERMINATION RELATING TO DAMAGES CAP) HEREOF
AND (III) AS DESCRIBED BELOW UNDER SECTION 8.5 (CHANGE OF CONTROL), IT BEING
UNDERSTOOD THAT PROVIDER WILL BE RELIEVED FROM ITS OBLIGATIONS TO PERFORM IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OR A PSA TO THE EXTENT THAT IT IS
PREVENTED FROM DOING SO AS A RESULT OF THE FAILURE BY CUSTOMER TO PERFORM ANY OF
ITS OBLIGATIONS UNDER THIS AGREEMENT OR SUCH PSA.
(B)
WITHIN FIFTEEN (15) DAYS OF PROVIDER'S NOTICE TO CUSTOMER OF
PROVIDER'S INTENT TO TERMINATE ANY PSA IN ACCORDANCE WITH SECTIONS 8.2(A)(I) OR
8.2(A)(II), CUSTOMER SHALL INFORM PROVIDER AS TO WHETHER