American Home Shield 2010 Annual Report Download - page 381

or [***] below the Resource Baseline for such Resource Unit, and such volume change is anticipated to be sustained over the next
[***] and not associated with a one-time event or a seasonal cycle, then upon Customer's request and within a reasonable time after
the trigger date not to exceed [***], the Parties shall negotiate in good faith and agree upon equitable adjustments to the Resource
Baseline, and the resulting Base Charge for such Resource Baseline and ARC and RRC Rates, to reflect the volume change
anticipated by Customer to continue, applying the methodology described in paragraph (c) below.
(b) Upon successful completion of the renegotiations, the ARCs and RRCs will be calculated using the
adjusted Resource Baselines, Base Charges and ARC and RRC Rates and applied retroactively beginning with the first month
immediately following the trigger date.
(c) In the event that Resource Baselines are to be reset under the terms of this Section 3.1, the following
methodology will be used: the fixed costs contained within the total Charges for the applicable Resource Units will be analyzed to
determine the level of fixed costs that reasonably could be shed or must be added for Service Provider to provide the revised volumes.
Once the new fixed cost is determined, the remaining variable portion will be applied against the revised Resource Baselines to
calculate the adjusted Base Charge and ARC/RRC rates, consistent with the existing Base Charge and ARC/RRC rates. Nothing in
this Section 3.1 relieves Service Provider of its obligation to provide the Services associated with a Resource Baseline during the
negotiation of an equitable adjustment to the Base Charges associated with such Resource Baseline in accordance with this section.
3.2. Growth by Acquisition
If, a Customer Acquisition results in an increase in Resource Unit consumption of [***] or more, Service Provider will review the
Charges for the Services with a view to providing an equitable adjustment in accordance with Section 3.1(c) above as a result of such
Customer Acquisition.
3.3. [***]
4. PROJECT CHARGES
4.1. Transformation and Transition Charges
(a) The Transformation and Transition Charges fully compensate Service Provider for performance of all
Transformation and Transition activities set forth in the "Transition and Transformation Plan" Schedule, including Service Provider's
travel and living expenses associated with such Transformation and Transition activities.
(b) Service Provider shall invoice the Transformation and Transition Charges in the amounts and at the times
set forth in Schedule E-2, subject to any Acceptance Criteria as described in the "Transition and Transformation Critical Milestones"
Schedule.
4.2. Re-Solution Charges
(a) The Charges fully compensate Service Provider for performance of all of the activities set forth in the "Re-
Solution Milestones" Schedule, including Service Provider's
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