(D)
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