RETURN TO THE OTHER PARTY ALL DOCUMENTS AND OTHER TANGIBLE
OBJECTS CONTAINING OR REPRESENTING CONFIDENTIAL INFORMATION OF THE OTHER PARTY
OBTAINED IN CONNECTION WITH THIS AGREEMENT, INCLUDING ALL NOTES, RECORDS,
EXTRACTS, SUMMARIES AND PERMITTED COPIES THEREOF, WHICH ARE IN THE POSSESSION OR
CONTROL OF SUCH PARTY.
(F)
EACH PARTY, AS RECEIVING PARTY, EXPRESSLY
AGREES THAT A CONDITION TO THE PROVIDING PARTY PROVIDING SUPPORT SERVICES IS THE
RECEIVING PARTY'S AGREEMENT TO MAKE ALL PAYMENTS TO THE PROVIDING PARTY WHEN DUE
(FOLLOWING THE CURE PERIOD), AND THAT BUT FOR RECEIVING PARTY'S AGREEMENT TO
MAKE ANY SUCH PAYMENTS WHEN DUE (FOLLOWING THE CURE PERIOD), THE PROVIDING PARTY
WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. EACH PARTY, AS RECEIVING
PARTY, EXPRESSLY UNDERSTANDS AND AGREES THAT IF IT FAILS TO MAKE ANY PAYMENT TO
THE PROVIDING PARTY WHEN DUE (FOLLOWING THE CURE PERIOD), THE PROVIDING PARTY
SHALL HAVE THE RIGHT IN ITS SOLE AND ABSOLUTE DISCRETION TO IMMEDIATELY
TERMINATE THIS AGREEMENT AND CEASE PROVIDING ANY SUPPORT SERVICES. ANY
TERMINATION OF THIS AGREEMENT AND SUPPORT SERVICES AS A RESULT OF THE RECEIVING
PARTY'S FAILURE TO MAKE ANY
9
PAYMENT TO THE PROVIDING PARTY WHEN DUE (FOLLOWING THE CURE PERIOD) SHALL BE
WITHOUT LIABILITY OF ANY KIND WHATSOEVER TO THE PROVIDING PARTY AND ITS
AFFILIATES. EACH PARTY, AS RECEIVING PARTY, EXPRESSLY UNDERSTANDS AND AGREES
THAT ANY SUCH TERMINATION OF SUPPORT SERVICES COULD HAVE A MATERIAL ADVERSE
EFFECT ON THE RECEIVING PARTY'S BUSINESS.
(G)
BUYER'S EXERCISE OF THE OPTION IN THE LEASE
AGREEMENT (AS DEFINED IN THE EPD PURCHASE AGREEMENT) SHALL NOT AFFECT THE
PARTIES' OBLIGATIONS HEREUNDER OR BE DEEMED TO RESULT IN THE TERMINATION OF THIS
AGREEMENT.
8.
INFORMATION AND RECORDS. EACH PARTY
SHALL KEEP THE OTHER PARTY REASONABLY AND PROMPTLY INFORMED AS TO ALL MATTERS
RELEVANT TO THE PERFORMANCE OF SUPPORT SERVICES HEREUNDER. EACH PARTY WILL
MAINTAIN TRUE AND CORRECT RECORDS OF ALL RECEIPTS, INVOICES, REPORTS AND SUCH
OTHER DOCUMENTS RELATING TO THE SUPPORT SERVICES RENDERED HEREUNDER AS ARE
CUSTOMARILY MAINTAINED BY IT FOR ITS OWN OPERATIONS OR AS REASONABLY REQUESTED
BY THE OTHER PARTY.
9.
NOTICES. ALL NOTICES, CONSENTS, WAIVERS
AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED BY THIS AGREEMENT SHALL BE IN
WRITING AND SHALL BE DEEMED GIVEN TO A PARTY WHEN (A) DELIVERED TO THE
APPROPRIATE ADDRESS BY HAND OR BY NATIONALLY RECOGNIZED OVERNIGHT COURIER
SERVICE (COSTS PREPAID); (B) SENT BY FACSIMILE WITH CONFIRMATION OF TRANSMISSION
BY THE TRANSMITTING EQUIPMENT; (C) RECEIVED OR REJECTED BY THE ADDRESSEE, IF
SENT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED; OR (D) IF GIVEN PURSUANT TO
SECTION 1(A) PR 1(B), SENT BY E-MAIL WITH CONFIRMATION OF TRANSMISSION BY RETURN
EMAIL, IN EACH CASE TO THE FOLLOWING ADDRESSES, FACSIMILE NUMBERS AND MARKED TO
THE ATTENTION OF THE PERSON (BY NAME OR TITLE) DESIGNATED BELOW (OR TO SUCH
OTHER ADDRESS OR FACSIMILE NUMBER OR PERSON AS A PARTY MAY DESIGNATE BY NOTICE
TO THE OTHER PARTY):
Parent:
Stewart & Stevenson Services, Inc.
2707 North Loop West, Suite 800
Houston, Texas 77008
Attention: General Counsel
Facsimile:
(713) 868-2130
Confirm: