American Home Shield 2010 Annual Report Download - page 211

3.4. Step-In Rights
(a) Subject to Section 3.4(n), Customer shall be entitled to exercise, in its sole discretion and in addition to
any other remedies it may have, the Step-In Rights set forth in this Section below (the "Step-In Rights") if:
(i) as a result of Service Provider's failure in the performance of its obligations under this
Agreement, Customer has the right to terminate the Agreement or the applicable Transaction Document in whole
or with respect to the affected Services in accordance with Sections 12.1(a) (Material Breach), 12.1(c) (Persistent
Breach), 12.1(d) (Failure of Critical Services) or 12.1(j)(Transition Failure); or
(ii) Customer determines in good faith that a Force Majeure Event affecting Service Provider creates
an immediate and material threat either to the business and/or to the operational effectiveness of the Customer
Group;
and, in each case, Customer believes in good faith that there are no other alternative methods to assure the proper performance of the
Services in the time available.
(b) Customer may exercise the Step-In Rights by providing Service Provider notice in writing of the
following: (i) the affected Services and the action Customer proposes to take; (ii) the reason for such action; (iii) the date Customer
wishes to commence such action; (iv) the time period which Customer believes will be necessary for such action; (v) whether
Customer then intends a Third Party to exercise such Step-In Rights on its behalf or to assist in it exercising such Step-In Rights; and
(vi) to the extent practicable, the effect on Service Provider and its obligation to provide the Services during the period such action is
being taken (the "Step-In Notice").
(c) As soon as practicable following receipt of the Step-In Notice, the Contract Managers shall meet to discuss
the potential exercise of the Step-In Rights and:
(i) any alternative course of action which Service Provider may undertake to remedy the event
giving rise to the Step-In Rights; and
(ii) the manner in which Customer shall exercise its Step-In Rights, including how it will engage any
Third Party to act on its behalf.
(d) Customer may immediately exercise its Step-In Rights and take the actions set forth in the Step-In Notice
and any consequential additional action as it believes is necessary to assure the proper performance of the Services, if the Contract
Managers fail to reach agreement within (i) the period specified in the "Disaster Recovery Requirements" Schedule for full recovery
of the Services covered by the Step-In Notice if such Services were affected by a disaster, or (ii) if no such period is specified, four
(4) Business Days. Service Provider shall give all reasonable assistance to Customer while it is exercising its Step-In Rights. In
addition, prior to the exercise of the Step-In Rights, Service Provider shall cooperate with Customer as reasonably requested in
connection with the Customer Group's efforts to mitigate harm to its operations resulting from the circumstances described in the
Step-In Notice.
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