American Home Shield 2010 Annual Report Download - page 232

9.5. Required Consents
(a) Unless otherwise expressly provided in any Transaction Document (i) Customer shall have the financial
responsibility for obtaining all Required Consents necessary for Service Provider to use the Customer Assets to perform the Services
as contemplated by the Agreement, and (ii) Service Provider shall have the management and administrative responsibility for timely
obtaining, or causing to be timely obtained, all such Customer Required Consents and the management, administrative and financial
responsibility for obtaining all Required Consents necessary for the use by Customer of the Service Provider Assets and the
development, implementation, operation or use of the Service Provider Software and Service Provider Systems necessary for Service
Provider to perform the Services and the Customer Group to receive the Services in accordance with the applicable provisions of this
Agreement. Customer will cooperate, and cause the other members of the Customer Group to cooperate, with Service Provider in
obtaining such Required Consents.
(b) Service Provider will provide Customer with advice and counsel regarding Service Provider's experience
and agreements with the persons from which any Customer Required Consents must be obtained and the benefit of any relationship
of Service Provider with each such person to the extent permitted under Service Provider's agreements with such Third Party
Provider.
(c) For all Third Party agreements allocable to this Agreement entered into after the Original Effective Date,
the Party having financial responsibility for the product or service to which the Third Party agreement relates shall bear the costs, if
any, of obtaining any associated Required Consents.
(d) If any Required Consent is not obtained with respect to any lease governing leased Equipment, any license
or other agreement governing Third Party Software or any Third Party agreement, then, unless and until such Required Consent is
obtained, the Parties will cooperate with each other in achieving a reasonable alternative arrangement to continue processing
Customer's work, which does not degrade service to Customer or result in any additional cost or expense to Customer.
(e) If and when requested by Customer, Service Provider will provide Customer with documentary evidence
of Required Consents obtained by Service Provider.
9.6. Change Control Procedures
The procedures that shall govern the process by which a Party may propose or request (i) any Change ("Contract
Change Control"), and (ii) a change in the material day-to-day operational interactions between the Parties ("Operational Change
Control") (collectively, "Change Control Procedures"), are set forth in the "Change Control Process" Exhibit.
9.7. Inspections and Audits
(a) Service Provider Records. Service Provider shall maintain, at all times during the Term and at no
additional charge to Customer, complete and accurate records and supporting documentation pertaining to: (i) all Charges and
financial matters under this
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