Common use of Special Termination Events Clause in Contracts

Special Termination Events. (a) In the event that financing for the Owner's build-out of the initial phase of the Nationwide Network has not been finalized with the Vendor and the Other Vendors on terms and conditions reasonably satisfactory to the Owner, on or before one hundred and eighty (180) days after January 31, 1996, the Owner will have the right, but not the obligation, to terminate this Contract in its entirety without charge or penalty of any kind. In the event of a termination of this Contract pursuant to this subsection 24.9 (a) the Owner will remain liable for amounts due to the Vendor for all Work performed or Products delivered by the Vendor or any of its Subcontractors pursuant to the specific terms of this Contract which had been directly delivered to or performed for the Owner and/or any of its facilities or sites in accordance with the terms of this Contract including, but not limited to, the Project Milestones. Any amounts owed by the Owner for Work done or Products delivered by the Vendor during such interim one hundred and eighty (180) day period (the "Financing Interim Period") not otherwise invoiced to the Owner by the Vendor prior to the termination of such Financing Interim Period, will be invoiced to the Owner by the Vendor within thirty (30) days (but failure to so invoice will not excuse the Owner's obligation to otherwise pay the Vendor pursuant to the terms of this subsection 24.9(a)) of such termination pursuant to this subsection 24.9(a) and will be payable to the extent not otherwise in dispute by the Owner within thirty (30) days of receipt of such invoice; provided that in no event will the Owner be liable to the Vendor due to a termination of this Contract pursuant to this subsection 24.9(a) for any of the Vendor's direct or indirect costs or expenses incurred in connection with any supplies or equipment ordered by the Vendor or agreements entered into by the Vendor in order to enable it to fulfill its obligations hereunder or in connection with the establishment of and/or upgrade to its manufacturing, personnel, engineering, administrative or other capacities and/or resources in contemplation of or pursuant to its performance in accordance with the terms of this Contract and any amounts due to the Vendor pursuant to this subsection 24.9(a) will be limited in all cases to Work actually done or Products or Services actually delivered to the Owner, its sites or its facilities. (b) If at any time after the Effective Date any material change will have occurred in any Applicable Law or in the interpretation thereof by any Governmental Entity, or there will be rendered any decision in any judicial or administrative case, in either case which, in the reasonable opinion of the Owner, would make the Owner's use of any part of any PCS System illegal or would subject the Owner or any of its Affiliates to any material penalty, other material liability or onerous condition or to any burdensome regulation by any Governmental Entity or otherwise render the use of such PCS System and/or PCS Sub-System economically nonviable, then, with respect to such PCS System and/or PCS Sub-System, or affected part thereof, or with respect to the entire System if so affected, the Owner may terminate this Contract without charge or penalty of any kind; provided that (i) the Owner gives the Vendor prior written notice of any such change or decision; (ii) that the Owner uses its reasonable efforts for a reasonable time to reverse or ameliorate such change or decision to the extent possible or practical prior to declaring such termination and (iii) the Owner, at the Vendor's request, gives the Vendor a legal opinion from a reputable law firm with experience in the area confirming the Owner's reasonable opinion as set forth above. In the event of a termination pursuant to this subsection 24.9(b), payment obligations incurred by the Owner for Work actually done or Products or Services actually delivered by the Vendor prior to such termination pursuant to this Contract will be payable by the Owner to the Vendor on the same terms and subject to the limitations set forth in subsection 24.9(a) above.

Special Termination Events. (a) In Neither the Vendor nor the Owner shall be obligated to perform under this Contract, except as specifically provided, in the event that financing for the purpose of acquiring any System sufficient to cover Owner's build-out of the initial phase of the Nationwide Network current payment obligations hereunder has not been finalized with the Vendor and the Other Vendors on terms and conditions reasonably satisfactory to the Owner. Unless acceptable financing is available, on or before one hundred and eighty (180) days after January 31, 1996, the Owner will have the right, but not the obligation, to either party may terminate this Contract without recourse, except as noted below, by notifying the other party in its entirety without charge or penalty writing. Further, the parties agree that the delivery and performance schedules shall be extended by the period of any kindtime required to secure acceptable financing. In the event of a termination of this Contract pursuant to this subsection 24.9 (a) the Owner will shall remain liable for amounts due to the Vendor for all Work performed or Products delivered by the Vendor or any of its Subcontractors pursuant to the specific terms of this Contract which had been directly delivered to or performed for the Owner and/or any of its facilities or sites Sites in accordance with the terms of this Contract including, but not limited to, the Project MilestonesContract. Any amounts owed by the Owner for Work done or Products delivered by the Vendor during such interim one hundred and eighty (180) day period (the "Financing Interim Period") not otherwise invoiced to the Owner by the Vendor prior to the termination of such Financing Interim Periodinterim period, will shall be invoiced to the Owner by the Vendor within thirty (30) days (but failure to so invoice will not excuse the Owner's obligation to otherwise pay the Vendor pursuant to the terms of this subsection 24.9(a)) of such termination pursuant to this subsection 24.9(a) and will be payable to the extent not otherwise in dispute by the Owner within thirty (30) days of receipt of such invoice; provided that in days. In no event will shall the Owner be liable to the Vendor due to a termination of this Contract pursuant to this subsection 24.9(a) for satisfaction of the Minimum Purchase Commitment or for any of the Vendor's direct or indirect costs or expenses incurred in connection with any supplies or equipment ordered by the Vendor or agreements entered into by the Vendor in order to enable it to fulfill its obligations hereunder or in connection with the establishment of and/or upgrade to its manufacturing, personnel, engineering, administrative or other capacities and/or resources in contemplation of or pursuant to its performance in accordance with the terms of this Contract and any Contract. Any amounts due to the Vendor pursuant to this subsection 24.9(a) will shall be limited in all cases to Work actually done or Products or Services actually delivered to the Owner, its sites Sites or its facilities. (b) If at any time after the Effective Date any material change will shall have occurred in any Applicable Law or in the interpretation thereof by any Governmental Entity, or there will shall be rendered any decision in any judicial or administrative casecase or proceeding, in either case which, in the reasonable opinion of the Owner, Owner would make the Owner's use of any part of any PCS System illegal or would subject the Owner or any of its Affiliates to any material penalty, other material liability or onerous condition or to any burdensome regulation by any Governmental Entity or otherwise render the use of such PCS System and/or PCS Sub-System economically nonviable, then, with respect to such PCS System and/or PCS Sub-System, or affected part thereof, or with respect to the entire System all Systems if so affected, the Owner may terminate this Contract without charge or penalty of any kind; provided that (i) the Owner gives the Vendor prior written notice of any such change or decision; decision and (ii) that the Owner uses its reasonable efforts for a reasonable time to reverse or ameliorate such change or decision to the extent possible or practical prior to declaring such termination and (iii) the Owner, at the Vendor's request, gives the Vendor a legal opinion from a reputable law firm with experience in the area confirming the Owner's reasonable opinion as set forth abovetermination. In the event of a termination pursuant to this subsection 24.9(b)subsection, payment obligations incurred by the Owner for Work actually done or Products or Services actually delivered by the Vendor prior to such termination pursuant to this Contract will shall be payable by the Owner to the Vendor on the same terms and subject to the limitations set forth in subsection 24.9(a24.8(a) above.

Special Termination Events. (a) In Neither the Vendor nor the Owner shall be obligated to perform under this Contract, except as specifically provided, in the event that financing for the purpose of acquiring any System sufficient to cover Owner's build-out of the initial phase of the Nationwide Network current payment obligations hereunder has not been finalized with the Vendor and the Other Vendors on terms and conditions reasonably satisfactory to the Owner. Unless acceptable financing is available, on or before one hundred and eighty (180) days after January 31, 1996, the Owner will have the right, but not the obligation, to either party may terminate this Contract without recourse, except as noted below, by notifying the other party in its entirety without charge or penalty writing. Further, the parties agree that the delivery and performance schedules shall be extended by the period of any kindtime required to secure acceptable financing. In the event of a termination of this Contract pursuant to this subsection 24.9 (a) the Owner will shall remain liable for amounts due to the Vendor for all Work performed or Products delivered by the Vendor or any of its Subcontractors pursuant to the specific terms of this Contract which had been directly delivered to or performed for the Owner and/or any of its facilities or sites Sites in accordance with the terms of this Contract including, but not limited to, the Project MilestonesContract. Any amounts owed by the Owner for Work done or Products delivered by the Vendor during such interim one hundred and eighty (180) day period (the "Financing Interim Period") not otherwise invoiced to the Owner by the Vendor prior to the termination of such Financing Interim Periodinterim period, will shall be invoiced to the Owner by the Vendor within thirty (30) days (but failure to so invoice will not excuse the Owner's obligation to otherwise pay the Vendor pursuant to the terms of this subsection 24.9(a)) of such termination pursuant to this subsection 24.9(a) and will be payable to the extent not otherwise in dispute by the Owner within thirty (30) days of receipt of such invoice; provided that in days. In no event will shall the Owner be liable to the Vendor due to a termination of this Contract pursuant to this subsection 24.9(a) for satisfaction of the Minimum Purchase Commitment or for any of the Vendor's direct or indirect costs or expenses incurred in connection with any supplies or equipment ordered by the Vendor or agreements entered into by the Vendor in order to enable it to fulfill its obligations hereunder or in connection with the establishment of and/or upgrade to its manufacturing, personnel, engineering, administrative or other capacities and/or resources in contemplation of or pursuant to its performance in accordance with the terms of this Contract and any amounts due to the Vendor pursuant to this subsection 24.9(a) will shall be limited in all cases to Work actually done or Products or Services actually delivered to the Owner, its sites Sites or its facilities. (b) If at any time after the Effective Date any material change will shall have occurred in any Applicable Law or in the interpretation thereof by any Governmental Entity, or there will shall be rendered any decision in any judicial or administrative casecase or proceeding, in either case which, in the reasonable opinion of the Owner, Owner would make the Owner's use of any part of any PCS System illegal or would subject the Owner or any of its Affiliates to any material penalty, other material liability or onerous condition or to any burdensome regulation by any Governmental Entity or otherwise render the use of such PCS System and/or PCS Sub-System economically nonviable, then, with respect to such PCS System and/or PCS Sub-System, or affected part thereof, or with respect to the entire System all Systems if so affected, the Owner may terminate this Contract without charge or penalty of any kind; provided that (i) the Owner gives the Vendor prior written notice of any such change or decision; decision and (ii) that the Owner uses its reasonable efforts for a reasonable time to reverse or ameliorate such change or decision to the extent possible or practical prior to declaring such termination and (iii) the Owner, at the Vendor's request, gives the Vendor a legal opinion from a reputable law firm with experience in the area confirming the Owner's reasonable opinion as set forth abovetermination. In the event of a termination pursuant to this subsection 24.9(b)subsection, payment obligations incurred by the Owner for Work actually done or Products or Services actually delivered by the Vendor prior to such termination pursuant to this Contract will shall be payable by the Owner to the Vendor on the same terms and subject to the limitations set forth in subsection 24.9(a24.8(a) above.

Special Termination Events. (a) In Subject to the event that financing for the Owner's build-out prior written consent of the initial phase of the Nationwide Network has not been finalized with the Vendor NIMS Insurer and the Other Vendors on terms and conditions reasonably satisfactory to the Owner, on or before one hundred and eighty (180) days after January 31, 1996Master Servicer, the Owner will Seller shall have the right, right (but not the obligation), by notice in writing to the Servicer, to terminate all of the rights and obligations of the Servicer under this Contract in its entirety without charge Agreement if (x) any of the Rating Agencies reduces or penalty withdraws the rating of any kindof the Certificates due to a reason attributable to the Servicer or (y) the Servicer’s residential primary servicer rating for servicing of subprime loans issued by any of the Rating Agencies is reduced below its rating in effect on the Closing Date or withdrawn; provided that if the Servicer’s rating by any Rating Agency is reduced by not more than one level (i.e., from 1 to 1-), the Servicer shall have 180 days to cure such default by having the applicable Rating Agency restore Purchaser’s rating to its level in effect on the Closing Date. In Upon receipt by the event Servicer of a written termination of this Contract notice pursuant to this subsection 24.9 (a) Section 8.04, all authority and power of the Owner will remain liable for amounts due Servicer under this Agreement, whether with respect to the Vendor for all Work performed Mortgage Loans or Products delivered otherwise, shall pass to and be vested in a successor servicer appointed by the Vendor or any Seller with the consent of its Subcontractors pursuant the Trustee, the Master Servicer and the NIMS Insurer. Upon written request from the Master Servicer, the Servicer shall prepare, execute and deliver to the specific terms successor entity designated by the Seller any and all documents and other instruments, place in such successor’s possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of this Contract which had been directly delivered to or performed for the Owner and/or any such notice of its facilities or sites in accordance with the terms of this Contract includingtermination, including but not limited toto the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Servicer’s sole expense. The Servicer shall cooperate with the Seller, the Project Milestones. Any amounts owed by Master Servicer, the Owner for Work done or Products delivered by NIMS Insurer, the Vendor during Trustee and such interim one hundred and eighty (180) day period (the "Financing Interim Period") not otherwise invoiced to the Owner by the Vendor prior to successor in effecting the termination of the Servicer’s responsibilities and rights hereunder, including without limitation, the transfer to such Financing Interim Period, will successor for administration by it of all cash amounts which shall at the time be invoiced credited by the Servicer to the Owner by the Vendor within thirty (30) days (but failure to so invoice will not excuse the Owner's obligation to otherwise pay the Vendor pursuant Custodial Account or Escrow Account or thereafter received with respect to the terms of Mortgage Loans. By a written notice the Seller may waive any right to terminate the servicer under this subsection 24.9(a)) of Section 8.04. Upon any such termination pursuant waiver in any period, such event shall cease to this subsection 24.9(a) and will exist for such period. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. No Termination Fee shall be payable to the extent not otherwise in dispute by the Owner within thirty (30) days of receipt of such invoice; provided that in no event will the Owner be liable to the Vendor due to a termination of this Contract pursuant to this subsection 24.9(a) for any of the Vendor's direct or indirect costs or expenses incurred in connection with any supplies or equipment ordered by the Vendor or agreements entered into by the Vendor in order to enable it to fulfill its obligations hereunder or in connection with the establishment of and/or upgrade to its manufacturing, personnel, engineering, administrative or other capacities and/or resources in contemplation of or pursuant to its performance in accordance with the terms of this Contract and any amounts due to the Vendor pursuant to this subsection 24.9(a) will be limited in all cases to Work actually done or Products or Services actually delivered to the Owner, its sites or its facilities. (b) If at any time after the Effective Date any material change will have occurred in any Applicable Law or in the interpretation thereof by any Governmental Entity, or there will be rendered any decision in any judicial or administrative case, in either case which, in the reasonable opinion of the Owner, would make the Owner's use of any part of any PCS System illegal or would subject the Owner or any of its Affiliates to any material penalty, other material liability or onerous condition or to any burdensome regulation by any Governmental Entity or otherwise render the use of such PCS System and/or PCS Sub-System economically nonviable, then, with respect to such PCS System and/or PCS Sub-System, or affected part thereof, or with respect to the entire System if so affected, the Owner may terminate this Contract without charge or penalty of any kind; provided that (i) the Owner gives the Vendor prior written notice of any such change or decision; (ii) that the Owner uses its reasonable efforts for a reasonable time to reverse or ameliorate such change or decision to the extent possible or practical prior to declaring such termination and (iii) the Owner, at the Vendor's request, gives the Vendor a legal opinion from a reputable law firm with experience in the area confirming the Owner's reasonable opinion as set forth above. In the event of Servicer upon a termination pursuant to this subsection 24.9(b), payment obligations incurred by the Owner for Work actually done or Products or Services actually delivered by the Vendor prior to such termination pursuant to this Contract will be payable by the Owner to the Vendor on the same terms and subject to the limitations set forth in subsection 24.9(a) aboveSection 8.04.

Special Termination Events. (a) In the event that financing for the -------------------------- Owner's build-out of the initial phase of the Nationwide Network has not been finalized with the Vendor and the Other Vendors on terms and conditions reasonably satisfactory to the Owner, on or before one hundred and eighty (180) days after January 31, 1996the Effective Date, the Owner will have the right, but not the obligation, to terminate this Contract in its entirety without charge or penalty of any kind. In the event of a termination of this Contract pursuant to this subsection 24.9 (a) the Owner will remain liable for amounts due to the Vendor for all Work performed or Products delivered by the Vendor or any of its Subcontractors pursuant to the specific terms of this Contract which had been directly delivered to or performed for the Owner and/or any of its facilities or sites in accordance with the terms of this Contract including, but not limited to, the Project Milestones. Any amounts owed by the Owner for Work done or Products delivered by the Vendor during such interim one hundred and eighty (180) day period (the "Financing Interim Period") not otherwise invoiced to the Owner by the Vendor prior to the termination of such Financing Interim Period, will be invoiced to the Owner by the Vendor within thirty forty-five (3045) days (but failure to so invoice will not excuse the Owner's obligation to otherwise pay the Vendor pursuant to the terms of this subsection 24.9(a)) of such termination pursuant to this subsection 24.9(a) and will be payable to the extent not otherwise in dispute by the Owner within thirty forty-five (3045) days of receipt of such invoice; provided that in no event will the Owner be liable to -------- ---- the Vendor due to a termination of this Contract pursuant to this subsection 24.9(a) for any of the Vendor's direct or indirect costs or expenses incurred in connection with any supplies suppliers or equipment ordered by the Vendor or agreements entered into by the Vendor in order to enable it to fulfill its obligations hereunder or in connection with the establishment of and/or upgrade to its manufacturing, personnel, engineering, administrative or other capacities and/or resources in contemplation of or pursuant to its performance in accordance with the terms of this Contract and any amounts due to the Vendor pursuant to this subsection 24.9(a) will be limited in all cases to Work actually done or Products or Services actually delivered to the Owner, its sites or its facilities. (b) At any time after the Effective Date of this Contract during the Financing Interim Period, the Vendor will have the right, but not the obligation, upon not less than thirty (30) days' prior written notice to the Owner, to terminate its obligations under this Contract without penalty if it believes, in its reasonable opinion, that the financing for the System and/or the Nationwide Network is not likely to be finalized by the end of any such Financing Interim Period. In the event of a termination pursuant to this subsection 24.9(b) payment obligations incurred by the Owner for Work done by the Vendor pursuant to the terms of this Contract will be payable by the Owner to the Vendor on the same terms and subject to the limitations set forth in subsection 24.9(a) above. (c) If at any time after the Effective Date any material change will shall have occurred in any Applicable Law or in the interpretation thereof by any Governmental Entity, or there will shall be rendered any decision in any judicial or administrative case, in either case which, in the reasonable opinion of the Owner, would make the Owner's use of any part of any PCS System illegal or would subject the Owner or any of its Affiliates to any material penalty, other material liability or onerous condition or to any burdensome regulation by any Governmental Entity or otherwise render the use of such PCS System and/or PCS Sub-System economically nonviable, then, with respect to such PCS System and/or PCS Sub-System, or affected part thereof, or with respect to the entire System if so affected, the Owner may terminate this Contract without charge or penalty of any kind; provided that (i) the Owner -------- ---- gives the Vendor prior written notice of any such change or decision; (ii) that the Owner uses its reasonable efforts for a reasonable time to reverse or ameliorate such change or decision to the extent possible or practical prior to declaring such termination and (iii) the Owner, at the Vendor's request, gives the Vendor a legal opinion from a reputable law firm with experience in the area confirming the Owner's reasonable opinion as set forth above. In the event of a termination pursuant to this subsection 24.9(b24.9(c), payment obligations incurred by the Owner for Work actually work done or Products or Services actually delivered by the Vendor prior to such termination pursuant to this Contract will be payable by the Owner to the Vendor on the same terms and subject to the limitations set forth in subsection 24.9(a) above.

Special Termination Events. (a) In the event that financing for the funds sufficient -------------------------- to finance Owner's build-out obligations under this Contract are not available to Owner under the Vendor Financing as a result of the initial phase limitations imposed by Vendor by the definition of the Nationwide Network has not been finalized with Available Commitment in the Vendor Financing, then i) each party's obligation to perform shall be suspended except for those obligations contained in Sections 2.8, 12, 13, 14, 15, 16.3, 18, 19, 20, 23, 24, and 26, or as otherwise required by law, and ii) if the Other Vendors on terms and conditions reasonably satisfactory to the Owner, on or before one hundred and eighty (180) days after January 31, 1996, the Owner will have the right, but not the obligation, to terminate this Contract cap remains in its entirety without charge or penalty of any kind. In the event of a termination of this Contract pursuant to this subsection 24.9 (a) the Owner will remain liable place for amounts due to the Vendor for all Work performed or Products delivered by the Vendor or any of its Subcontractors pursuant to the specific terms of this Contract which had been directly delivered to or performed for the Owner and/or any of its facilities or sites in accordance with the terms of this Contract including, but not limited to, the Project Milestones. Any amounts owed by the Owner for Work done or Products delivered by the Vendor during such interim one hundred and eighty (180) day period (the "Financing Interim Period") not otherwise invoiced to the Owner by the Vendor prior to the termination of such Financing Interim Period, will be invoiced to the Owner by the Vendor within more than thirty (30) days (but failure days, Owner shall be released from any obligations to so invoice will not excuse the Owner's obligation to otherwise pay the Vendor pursuant to the terms of purchase Equipment and Services under this subsection 24.9(a)) of such termination pursuant to this subsection 24.9(a) and will be payable to the extent not otherwise in dispute by the Owner within thirty (30) days of receipt of such invoice; provided that in no event will the Owner be liable to the Vendor due to a termination of this Contract pursuant to this subsection 24.9(a) for any of the Vendor's direct or indirect costs or expenses incurred in connection with any supplies or equipment ordered by the Vendor or agreements entered into by the Vendor in order to enable it to fulfill its obligations hereunder or in connection with the establishment of and/or upgrade to its manufacturing, personnel, engineering, administrative or other capacities and/or resources in contemplation of or pursuant to its performance in accordance with the terms of this Contract and any amounts due to the Vendor pursuant to this subsection 24.9(a) will be limited in all cases to Work actually done or Products or Services actually delivered to the Owner, its sites or its facilitiesContract. (b) If at any time after the Effective Date any material change will shall have occurred in any Applicable Law or in the interpretation thereof by any Governmental Entity, or there will shall be rendered any decision in any judicial or administrative casecase or proceeding, in either case which, in the reasonable opinion of the Owner, Owner would make the Owner's use of any part of any PCS System illegal or would subject the Owner or any of its Affiliates to any material penalty, other material liability or onerous condition or to any burdensome regulation by any Governmental Entity or otherwise render the use of such PCS System and/or PCS Sub-System economically nonviable, then, with respect to such PCS System and/or PCS Sub-System, or affected part thereof, or with respect to the entire System all Systems if so affected, the Owner may terminate this Contract without charge or penalty of any kind; provided that (i) the Owner -------- ---- gives the Vendor prior written notice of any such change or decision; decision and (ii) that the Owner uses its reasonable efforts for a reasonable time to reverse or ameliorate such change or decision to the extent possible or practical prior to declaring such termination and (iii) the Owner, at the Vendor's request, gives the Vendor a legal opinion from a reputable law firm with experience in the area confirming the Owner's reasonable opinion as set forth abovetermination. In the event of a termination pursuant to this subsection 24.9(b)subsection, payment obligations incurred by the Owner for Work actually done or Products or Services actually delivered by the Vendor prior to such termination pursuant to this Contract will shall be payable by the Owner to the Vendor on the same terms and subject to the limitations set forth in subsection 24.9(a24.8(a) above.

Special Termination Events. (a) In the event that financing for the -------------------------- Owner's build-out of the initial phase of the Nationwide Network has not been finalized with the Vendor and the Other Vendors on terms and conditions reasonably satisfactory to the Owner, on or before one hundred and eighty (180) days after January 31, 1996the Effective Date, the Owner will have the right, but not the obligation, to terminate this Contract in its entirety without charge or penalty of any kind. In the event of a termination of this Contract pursuant to this subsection 24.9 (a) 24.9 the Owner will remain liable for amounts due to the Vendor for all Work performed or Products delivered by the Vendor or any of its Subcontractors pursuant to the specific terms of this Contract which had been directly delivered to or performed for the Owner and/or any of its facilities or sites in accordance with the terms of this Contract including, but not limited to, the Project Milestones. Any amounts owed by the Owner for Work done or Products delivered by the Vendor during such interim one hundred and eighty (180) day period (the "Financing Interim Period") not otherwise invoiced to the Owner by the Vendor prior to the termination of such Financing Interim Period, will be invoiced to the Owner by the Vendor within thirty (30) days (but failure to so invoice will not excuse the Owner's obligation to otherwise pay the Vendor pursuant to the terms of this subsection 24.9(a)) of such termination pursuant to this subsection 24.9(a) and will be payable to the extent not otherwise in dispute by the Owner within thirty (30) days of receipt of such invoice; provided that in -------- ---- no event will the Owner be liable to the Vendor due to a termination of this Contract pursuant to this subsection 24.9(a) for any of the Vendor's direct or indirect costs or expenses incurred in connection with any supplies or equipment ordered by the Vendor or agreements entered into by the Vendor in order to enable it to fulfill its obligations hereunder or in connection with the establishment of and/or upgrade to its manufacturing, personnel, engineering, administrative or other capacities and/or resources in contemplation of or pursuant to its performance in accordance with the terms of this Contract and any amounts due to the Vendor pursuant to this subsection 24.9(a) will be limited in all cases to Work actually done or Products or Services actually delivered to the Owner, its sites or its facilities. (b) If at any time after the Effective Date any material change will have occurred in any Applicable Law or in the interpretation thereof by any Governmental Entity, or there will be rendered any decision in any judicial or administrative case, in either case which, in the reasonable opinion of the Owner, would make the Owner's use of any part of any PCS System illegal or would subject the Owner or any of its Affiliates to any material penalty, other material liability or onerous condition or to any burdensome regulation by any Governmental Entity or otherwise render the use of such PCS System and/or PCS Sub-System economically nonviable, then, with respect to such PCS System and/or PCS Sub-System, or affected part thereof, or with respect to the entire System if so affected, the Owner may terminate this Contract without charge or penalty of any kind; provided that (i) the Owner -------- ---- gives the Vendor prior written notice of any such change or decision; (ii) that the Owner uses its reasonable efforts for a reasonable time to reverse or ameliorate such change or decision to the extent possible or practical prior to declaring such termination and (iii) the Owner, at the Vendor's request, gives the Vendor a legal opinion from a reputable law firm with experience in the area confirming the Owner's reasonable opinion as set forth above. In the event of a termination pursuant to this subsection 24.9(b), payment obligations incurred by the Owner for Work actually done or Products or Services actually delivered by the Vendor prior to such termination pursuant to this Contract will be payable by the Owner to the Vendor on the same terms and subject to the limitations set forth in subsection 24.9(a) above.. 91

Special Termination Events. (a) In the event that financing -------------------------- for the Owner's build-out of the initial phase of the Nationwide Network has not been finalized with the Vendor and the Other Contract Vendors on terms and conditions reasonably satisfactory to the Owner, on or before one hundred and eighty (180) days after January 31July 29, 1996, the Owner will have the right, but not the obligation, to terminate this Contract Agreement in its entirety without charge or penalty of any kind; provided that the Owner will -------- ---- only have this right if it has terminated or materially amended (as a result of a failure to achieve adequate financing) at least one of its then existing Procurement and Services Contracts; and provided further that in the -------- ------- event the Owner elects to exercise its rights under this subsection 10.10 and any Procurement and Services Contract then remains outstanding and in force, the Vendor and the Owner will negotiate in good faith to make any equitable modifications in Annual Minimum Commitments and corresponding pricing prior to and in lieu of any such termination. The "Financing Interim Period" means the period from the Effective Date to July 29, 1996. In the event of a termination of this Contract Agreement pursuant to this subsection 24.9 (a) 10.10, the Owner will remain liable for amounts due to the Vendor for (i) amounts owed by the Owner to the Vendor prior to such termination, (ii) all Work performed or Products which are forecasted in the first five months of the then current Forecast Period for the then current Forecast (up to the full amount of such forecasted Products) which are delivered by the Vendor or any of its Subcontractors pursuant to the specific terms of this Contract which had been directly delivered Agreement to or performed for the FOB point, the Owner and/or any of its facilities or sites in accordance with the terms of this Contract includingAgreement and (iii) all such other amounts for customization, but not limited to, specific engineering or change orders ordered by the Project MilestonesOwner prior to such termination. Any amounts owed by the Owner for Work done or Products delivered by the Vendor during such interim one hundred and eighty (180) day period (the "Financing Interim Period") Period not otherwise invoiced to the Owner by the Vendor prior to the termination of such Financing Interim Period, will be invoiced to the Owner by the Vendor within thirty (30) days (but failure to so invoice will not excuse the Owner's obligation to otherwise pay the Vendor pursuant to the terms of this subsection 24.9(a)10.10) of such termination pursuant to this subsection 24.9(a) 10.10 and will be payable to the extent not otherwise in dispute by the Owner within thirty (30) days of receipt of such invoice; provided that . Except as specifically set forth in clause (i), clause (ii) and/or clause (iii) above, in this subsection 10.10, in no event will the Owner be liable to the Vendor due to a termination of this Contract Agreement pursuant to this subsection 24.9(a) 10.10 for any of the Vendor's direct or indirect costs or expenses incurred in connection with any supplies or equipment ordered by the Vendor or agreements entered into by the Vendor in order to enable it to fulfill its obligations hereunder or in connection with the establishment of and/or upgrade to its manufacturing, personnel, engineering, administrative or other capacities and/or resources in contemplation of or pursuant to its performance in accordance with the terms of this Contract and any amounts due to the Vendor pursuant to this subsection 24.9(a) will be limited in all cases to Work actually done or Products or Services actually delivered to the Owner, its sites or its facilitiesAgreement. (b) If at any time after the Effective Date any material change will have occurred in any Applicable Law or in the interpretation thereof by any Governmental Entity, or there will be rendered any decision in any judicial or administrative case, in either case which, in the reasonable opinion of the Owner, would make the Owner's use of any part of any PCS System illegal or would subject the Owner or any of its Affiliates to any material penalty, other material liability or onerous condition or to any burdensome regulation by any Governmental Entity or otherwise render the use of such PCS System and/or PCS Sub-System economically nonviable, then, with respect to such PCS System and/or PCS Sub-System, or affected part thereof, or with respect to the entire System if so affected, the Owner may terminate this Contract without charge or penalty of any kind; provided that (i) the Owner gives the Vendor prior written notice of any such change or decision; (ii) that the Owner uses its reasonable efforts for a reasonable time to reverse or ameliorate such change or decision to the extent possible or practical prior to declaring such termination and (iii) the Owner, at the Vendor's request, gives the Vendor a legal opinion from a reputable law firm with experience in the area confirming the Owner's reasonable opinion as set forth above. In the event of a termination pursuant to this subsection 24.9(b), payment obligations incurred by the Owner for Work actually done or Products or Services actually delivered by the Vendor prior to such termination pursuant to this Contract will be payable by the Owner to the Vendor on the same terms and subject to the limitations set forth in subsection 24.9(a) above.

Special Termination Events. (a) In Neither Vendor nor Owner shall -------------------------- be obligated to perform under this Contract, except as specifically provided, in the event that financing for the purpose of acquiring any System sufficient to cover Owner's build-out of the initial phase of the Nationwide Network current payment obligations hereunder has not been finalized with the Vendor and the Other Vendors on terms and conditions reasonably satisfactory to the Owner. Unless acceptable financing is available, on or before one hundred and eighty (180) days after January 31, 1996, the Owner will have the right, but not the obligation, to either party may terminate this Contract without recourse, except as noted below, by notifying the other party in its entirety without charge or penalty writing. Further, the parties agree that the delivery and performance schedules shall be extended by the period of any kindtime required to secure acceptable financing. In the event of a termination of this Contract pursuant to this subsection 24.9 (a) the Owner will shall remain liable for amounts due to the Vendor for all Work performed or Products delivered by the Vendor or any of its Subcontractors pursuant to the specific terms of this Contract which had been directly delivered to or performed for the Owner and/or any of its facilities or sites Sites in accordance with the terms of this Contract including, but not limited to, the Project MilestonesContract. Any amounts owed by the Owner for Work done or Products delivered by the Vendor during such interim one hundred and eighty (180) day period (the "Financing Interim Period") not otherwise invoiced to the Owner by the Vendor prior to the termination of such Financing Interim Periodinterim period, will shall be invoiced to the Owner by the Vendor within thirty (30) days (but failure to so invoice will not excuse the Owner's obligation to otherwise pay the Vendor pursuant to the terms of this subsection 24.9(a)) of such termination pursuant to this subsection 24.9(a) and will be payable to the extent not otherwise in dispute by the Owner within thirty (30) days of receipt of such invoice; provided that in days. In no event will the shall Owner be liable to the Vendor due to a termination of this Contract pursuant to this subsection 24.9(a) for any of the Vendor's direct or indirect costs or expenses incurred in connection with any supplies or equipment ordered by the Vendor or agreements entered into by the Vendor in order to enable it to fulfill its obligations hereunder or in connection with the establishment of and/or upgrade to its manufacturing, personnel, engineering, administrative or other capacities and/or resources in contemplation of or pursuant to its performance in accordance with the terms of this Contract and any amounts due to the Vendor pursuant to this subsection 24.9(a) will shall be limited in all cases to Work actually done or Products or Services actually delivered to the Owner, its sites Sites or its facilities. (b) If at any time after the Effective Date any material change will shall have occurred in any Applicable Law or in the interpretation thereof by any Governmental Entity, or there will shall be rendered any decision in any judicial or administrative casecase or proceeding, in either case which, in the reasonable opinion of the Owner, Owner would make the Owner's use of any part of any PCS System illegal or would subject the Owner or any of its Affiliates to any material penalty, other material liability or onerous condition or to any burdensome regulation by any Governmental Entity or otherwise render the use of such PCS System and/or PCS Sub-System economically nonviable, then, with respect to such PCS System and/or PCS Sub-System, or affected part thereof, or with respect to the entire System all Systems if so affected, the Owner may terminate this Contract without charge or penalty of any kind; provided that (i) the Owner gives the Vendor prior -------- ---- written notice of any such change or decision; decision and (ii) that the Owner uses its reasonable efforts for a reasonable time to reverse or ameliorate such change or decision to the extent possible or practical prior to declaring such termination and (iii) the Owner, at the Vendor's request, gives the Vendor a legal opinion from a reputable law firm with experience in the area confirming the Owner's reasonable opinion as set forth abovetermination. In the event of a termination pursuant to this subsection 24.9(b)subsection, payment obligations incurred by the Owner for Work actually done or Products or Services actually delivered by the Vendor prior to such termination pursuant to this Contract will shall be payable by the Owner to the Vendor on the same terms and subject to the limitations set forth in subsection 24.9(a24.8(a) above.