American Home Shield 2010 Annual Report Download - page 248

(f) Insolvency. Upon written notice to Service Provider if Service Provider admits in writing that it is unable
to pay its debts or enters into or files (or has filed or commenced against it) a petition, arrangement, application, action or other
proceeding seeking relief or protection under the bankruptcy laws of the United States or any similar laws of the United States or any
state of the United States, and such proceeding is not dismissed or stayed within thirty (30) days;
(g) Change of Control of Service Provider. In the event of a Change of Control of Service Provider upon
[***] written notice to Service Provider given not later than [***] after Service Provider's written notice to Customer of the
occurrence of such Change of Control;
(h) Damages Cap Exceeded. Service Provider causes damages to Customer in excess of [***] of any of the
damages caps set forth in [***] and Service Provider does not agree to [***];
(i) Force Majeure Failure. In the event (1) any Force Majeure Event lasts longer than (A) the period
specified in the "Disaster Recovery Requirements" Schedule to a Transaction Document for full recovery of the affected Services, or
(B) if no such period is specified, [***], and such Force Majeure Event substantially prevents, hinders or delays Service Provider's
performance of any material portion of the Services under any Transaction Document, then Customer may upon written notice
terminate the affected Transaction Document in whole or in part with respect to the affected Tower; or (2) Service Provider does not,
on or before the [***] day following commencement of a Force Majeure Event which continues beyond such [***] day (A) agree
to extend for an additional [***] the period during which Service Provider will [***], then Customer may upon written notice
terminate the Tower which includes the affected Services;
(j) Transition Failure. If (i) the final Critical Transition Milestone specified in the applicable Transition and
Transformation Plan is not achieved within [***] of the date specified in such Transition and Transformation Plan, other than as a
result of Customer's failure to perform its obligations under the Agreement (including its responsibilities and dependencies specified
in the Transition and Transformation Plan), or (ii) during the Transition, Service Provider fails to comply with its obligations with
respect to the provision of Transition Services and such failure causes a material adverse impact on the operations or businesses of
Customer, then Customer may terminate this Agreement, at Customer's election by providing notice to Service Provider given within
ninety (90) days after the date of the event giving rise to Customer's right to terminate specified in Customer's election to so
terminate, effective as of the date such notice is given or a later date specified in such notice;
(k) Failure to Agree on Benchmark Adjustments. Under the circumstances set forth in the "Market Currency
Procedures" Exhibit; or
(l) Termination for Regulatory Change. Under the circumstances set forth in Section 3.2(e).
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