IF IAC GLOBAL REQUESTS
FUNCTIONALITY TO INTERACT WITH A MATERIAL CAR PARTICIPANT IN A NEW WAY (E.G.
SELLING INSURANCE, GAS OPTION ETC.) IT WILL REQUEST IN WRITING THAT WORLDSPAN
BUILD SUCH FUNCTIONALITY WITHIN A REASONABLE SPECIFIED TIME PERIOD, PROVIDED,
THAT IF THE RELEVANT SUPPLIER CAUSES A DELAY IN WORLDSPAN'S DELIVERY OF SUCH
FUNCTIONALITY BY UNREASONABLY DELAYING OR WITHHOLDING DEVELOPMENT COOPERATION
AND IMPLEMENTATION, THE SPECIFIED TIME PERIOD WILL BE EXTENDED FOR A PERIOD OF
TIME EQUAL TO SUCH DELAY.
SUCH FUNCTIONALITY CHANGES WILL BE SUBJECT TO TERMS
AND CONDITIONS AS MAY BE MUTUALLY AGREED UPON.
(VIII)
INTERNAL RESERVATION SYSTEM CONNECTIONS.
[**]
IAC GLOBAL AGREES THAT WORLDSPAN WILL BE THE TECHNOLOGY PROVIDER FOR SUCH WORK,
PROVIDED, THAT ANY BID FROM WORLDSPAN IS COMPARABLE OR SUPERIOR TO ALTERNATIVES
WITH RESPECT TO FUNCTIONALITY AND ALL RELEVANT COMMERCIAL AND LEGAL TERMS.
(IX)
REDUCTION OF NET CAR SEGMENT MINIMUM.
IN
THE EVENT THAT (1) IAC GLOBAL AND WORLDSPAN ARE NOT ABLE TO NEGOTIATE A
COMMERCIALLY REASONABLE REVENUE SHARING ARRANGEMENT AS SET FORTH IN SECTION
B(VI) OF THIS SCHEDULE 11.1 WITHIN [**] WITH RESPECT TO THE APPLICABLE MATERIAL
CAR PARTICIPANT; (2)
WORLDSPAN IS UNABLE OR UNWILLING TO BUILD THE REQUESTED
FUNCTIONALITY FOR A MATERIAL CAR PARTICIPANT AS SET FORTH IN SECTION B(VII) OF
THIS SCHEDULE 11.1 IN THE EARLIER OF (A) THE TIME SPECIFIED (AS MAY BE ADJUSTED
IN THE EVENT OF SUPPLIER DELAY), OR (B) IN ANY EVENT, [**] AFTER SUCH REQUEST
HAS BEEN MADE BY IAC GLOBAL TO WORLDSPAN; OR (3)
IAC GLOBAL RECEIVES A DIRECT
BOOKING REQUEST OF ANY MATERIAL CAR PARTICIPANT IN ACCORDANCE WITH
SECTION B(VIII) OF THIS SCHEDULE 11.1 FOR WHICH WORLDSPAN IS NOT SELECTED AS THE
TECHNOLOGY PROVIDER FOR SUCH TRANSACTIONS; [**]
(X)
CAR TERMINATION AND WIND-DOWN PROCEDURE.
IN THE EVENT THAT EITHER PARTY GIVES NOTICE OF ITS INTENTION TO INITIATE THE CAR
TERMINATION AND WIND-DOWN PROCEDURE AS PERMITTED UNDER THIS AGREEMENT, THEN THE
FOLLOWING WILL APPLY (COLLECTIVELY, THE "CAR TERMINATION AND WIND-DOWN
PROCEDURE"):
[**]
Confidential treatment requested for redacted portion; redacted portion
has been filed separately with the Commission.
3
(A)
THE PARTIES WILL CONTINUE TO OPERATE UNDER
THIS PARAGRAPH B OF SCHEDULE 11.1 FOR A PERIOD OF [**] (THE "CAR TERMINATION AND
WIND-DOWN PERIOD") FOLLOWING EFFECTIVE DELIVERY OF NOTICE OF THE CAR TERMINATION
AND WIND-DOWN PROCEDURE, INCLUDING, WITHOUT LIMITATION, CONTINUED APPLICATION OF
THE THEN-CURRENT BASE CAR SEGMENT REVENUE SHARE, REDUCED CAR SEGMENT REVENUE
SHARE AND/OR THE NET CAR SEGMENT MINIMUM DURING SUCH CAR TERMINATION AND
WIND-DOWN PERIOD.
(B)
DURING THE CAR TERMINATION AND WIND-DOWN
PERIOD, EACH PARTY WILL USE COMMERCIALLY REASONABLE EFFORTS AND COOPERATE IN
GOOD FAITH WITH THE OTHER PARTY TO EFFECTUATE AN ORDERLY WIND-DOWN OF IAC
GLOBAL'S CAR BOOKINGS THROUGH THE WORLDSPAN SYSTEM.
(C)
IAC GLOBAL SHALL BE UNDER NO OBLIGATION TO
GENERATE NET CAR BOOKINGS THROUGH THE WORLDSPAN SYSTEM AND WORLDSPAN SHALL BE
UNDER NO OBLIGATION TO COMPENSATE IAC GLOBAL FOR ANY NET CAR SEGMENTS GENERATED
BY IAC GLOBAL THROUGH THE WORLDSPAN SYSTEM AFTER THE EXPIRATION OF THE CAR
TERMINATION AND WIND DOWN PROCEDURE.
IN