Common use of STEP-IN Clause in Contracts

STEP-IN. 7.1 If: 7.1.1 any default or non-performance by the Service Provider occurs and as a result, the performance of any business critical service is prevented, hindered, degraded or delayed for more than two (2) consecutive days; 7.1.2 the Service Provider is excused from the performance of the Services pursuant to a Force Majeure event; 7.1.3 a regulator requires Aspen to do so; or 7.1.4 the circumstances in paragraph 13.1 of Schedule 10 (Exit Plan and Service Transfer Arrangements) occur, then, without limiting any other rights it may have, Aspen may take control of the part of the Services (including the entirety of an impacted Service Tower) affected by the Service Provider default or non-performance, or the Force Majeure event and in the case of clause 7.1.3, Aspen shall take control of the part of the Services affected by the regulatory direction (in each case, “Step In”) for a maximum period of two (2) months after which Aspen shall either terminate this Agreement pursuant to any rights to do so hereunder it may have or allow the Service Provider to resume performance of the relevant Service. 7.2 In exercising its rights of Step In Aspen may perform any act that Aspen deems reasonably necessary in order to restore the Services (including by engaging a third party service provider) or may direct the Service Provider to procure those Services from a third party supplier provided that Aspen: (i) complies with the Service Provider’s reasonable security and confidentiality policies as notified to Aspen; (ii) procures that any third party that it engages signs an Agreed Form NDA, with an obligation to erect “ethical walls” within its own organisation to protect the Service Provider’s confidentiality, if the third party stepping in is a competitor of the Service Provider; (iii) does not have unsupervised access to the Service Provider’s facilities and shared computing environment; and (iv) does not require the Service Provider to disclose its commercially sensitive information to any third party. 7.3 Where a third party supplier is engaged in connection with a Step In, the Service Provider shall be liable for the payment of the difference between the sums that would have been paid to the Service Provider for the provision of those Services and the sums payable to the third party supplier for performing the same, for as long as the failure to perform continues (save for where the Step In is a result of a Force Majeure event or consequent to a regulatory direction unless such direction arises due to acts or omissions of the Service Provider), and Aspen shall not be charged for Services that are not provided to Aspen as a result of a Force Majeure event or the Service Provider’s default or non-performance. In the event that the incremental cost of replacement services exceeds [***], Service Provider shall have the right, but not the obligation, to propose an alternate third party supplier and Aspen shall consider such proposal in good faith. The Service Provider shall either pay directly or reimburse Aspen for any such third party costs incurred. Such payments made by the Service Provider may be credited against the Charges or paid by way of cheque or direct debit to Aspen, at Aspen’s option. 7.4 In the event of Aspen exercising its right of Step In, the Service Provider shall co-operate with Aspen (and its agents or representatives, including any applicable third party supplier) and provide reasonable assistance at no charge to Aspen to restore such Aspen function or the Services or any part of them as soon as reasonably possible, including giving Aspen (and its agents or representatives, including any applicable third party services provider) reasonable access to the Service Provider’s premises, Equipment, material and software, to the extent reasonably necessary for the purpose of restoring such Aspen function or the Services or any part of them to the level required under this Agreement. 7.5 As soon as reasonably practicable following the restoration of the affected Aspen function or the affected part of the Services (meaning that its performance is no longer substantially prevented, hindered, degraded or delayed) to Aspen’s reasonable satisfaction or a Regulator lifting its Step In requirement, the Service Provider shall resume the performance of the relevant Services. 7.6 Without prejudice to the caps set out in clause 22, nothing in this clause 7 limits the Service Provider’s liability to Aspen with respect to any default or non-performance by the Service Provider under this Agreement provided always that the Service Provider shall be relieved of its obligations to deliver the Services affected by any Step In during the period Aspen or any third party supplier has taken over delivery of such Services.

STEP-IN. 7.1 1.1 If: 7.1.1 1.1.1 any default or non-performance by the Service Provider occurs and as a result, the performance of any business critical service is prevented, hindered, degraded or delayed for more than two (2) consecutive days; 7.1.2 1.1.2 the Service Provider is excused from the performance of the Services pursuant to a Force Majeure eventEvent; 7.1.3 1.1.3 a regulator Regulator requires Aspen the Customer to do so; or 7.1.4 1.1.4 the circumstances in paragraph 13.1 of Schedule 10 15 (Exit Plan and Service Transfer ArrangementsExit) occur, then, without limiting any other rights it may have, Aspen the Customer may take control of the part of the Services (including the entirety of an impacted Service Tower) affected by the Service Provider default or non-performance, or the Force Majeure event Event and in the case of clause 7.1.332.1.3, Aspen the Customer shall take control of the part of the Services affected by the regulatory direction (in each case, “"Step In”") for a maximum period of two (2) months after which Aspen the Customer shall either terminate this Agreement pursuant to any rights to do so hereunder it may have or allow the Service Provider to resume performance of the relevant Service. 7.2 1.2 In exercising its rights of Step In Aspen the Customer may perform any act that Aspen the Customer deems reasonably necessary in order to restore the Services (including by engaging a third party service provider) or may direct the Service Provider to procure those Services from a third party supplier provided that Aspenthe Customer: (i) complies with the Service Provider’s 's reasonable security and confidentiality policies as notified to Aspenthe Customer; (ii) procures that any third party that it engages signs an Agreed Form NDANOA, with an obligation to erect “ethical walls” "ethical" walls within its own organisation to protect the Service Provider’s 's confidentiality, if the third party stepping in is a competitor of the Service Provider; (iii) does not have unsupervised access to the Service Provider’s 's facilities and shared computing environment; and (iv) does not require the Service Provider to disclose its commercially sensitive information to any third party. 7.3 1.3 Where a third party supplier is engaged in connection with a Step In, the Service Provider shall be liable for the payment of the difference between the sums that would have been paid to the Service Provider for the provision of those Services and the sums payable to the third party supplier for performing the same, same for as long as the failure to perform continues (save for where the Step In is a result of a Force Majeure event or consequent to a regulatory direction unless such direction arises due to acts or omissions of the Service ProviderEvent), and Aspen the Customer shall not be charged for Services that are not provided to Aspen the Customer as a result of a Force Majeure event Event or the Service Provider’s 's default or non-performance. In the event that the incremental cost of replacement services exceeds [***], Service Provider shall have the right, but not the obligation, to propose an alternate third party supplier and Aspen shall consider such proposal in good faith. The Service Provider shall either pay directly or reimburse Aspen for any such third party costs incurred. Such payments made by the Service Provider may be credited against the Charges or paid by way of cheque or direct debit to Aspen, at Aspen’s option. 7.4 In the event of Aspen exercising its right of Step In, the Service Provider shall co-operate with Aspen (and its agents or representatives, including any applicable third party supplier) and provide reasonable assistance at no charge to Aspen to restore such Aspen function or the Services or any part of them as soon as reasonably possible, including giving Aspen (and its agents or representatives, including any applicable third party services provider) reasonable access to the Service Provider’s premises, Equipment, material and software, to the extent reasonably necessary for the purpose of restoring such Aspen function or the Services or any part of them to the level required under this Agreement. 7.5 As soon as reasonably practicable following the restoration of the affected Aspen function or the affected part of the Services (meaning that its performance is no longer substantially prevented, hindered, degraded or delayed) to Aspen’s reasonable satisfaction or a Regulator lifting its Step In requirement, the Service Provider shall resume the performance of the relevant Services. 7.6 Without prejudice to the caps set out in clause 22, nothing in this clause 7 limits the Service Provider’s liability to Aspen with respect to any default or non-performance by the Service Provider under this Agreement provided always that the Service Provider shall be relieved of its obligations to deliver the Services affected by any Step In during the period Aspen or any third party supplier has taken over delivery of such Services.

STEP-IN. 7.1 1.1 If: 7.1.1 1.1.1 any default or non-performance by the Service Provider occurs and as a result, the performance of any business critical service is prevented, hindered, degraded or delayed for more than two (2) consecutive days; 7.1.2 1.1.2 the Service Provider is excused from the performance of the Services pursuant to a Force Majeure event;Event; or 7.1.3 1.1.3 a regulator Regulator requires Aspen the Customer to do so; or 7.1.4 the circumstances in paragraph 13.1 of Schedule 10 (Exit Plan and Service Transfer Arrangements) occur, then, without limiting any other rights it may have, Aspen the Customer may take control of the part of the Services (including the entirety of an impacted Service Tower) affected by the Service Provider default or non-performance, or the Force Majeure event Event and in the case of clause 7.1.332.1.3, Aspen the Customer shall take control of the part of the Services affected by the regulatory direction (in each case, “"Step In”) for a maximum period of two (2) months after which Aspen shall either terminate this Agreement pursuant to any rights to do so hereunder it may have or allow the Service Provider to resume performance of the relevant Service"). 7.2 1.2 In exercising its rights of Step In Aspen the Customer may perform any act that Aspen the Customer deems reasonably necessary in order to restore the Services (including by engaging a third party service providerThird Party Service Provider) or may direct the Service Provider to procure those Services from a third party supplier provided that Aspen: (i) complies with the Third Party Service Provider’s reasonable security and confidentiality policies as notified . 1.3 Unless Step In is instigated due to Aspen; the events set out in clauses 32.1.2 and/or 32.1.3 (ii) procures except in the event that any third party that it engages signs an Agreed Form NDA, with an obligation to erect “ethical walls” within its own organisation to protect the Service Provider’s confidentiality, if the third party stepping in is a competitor of the Service Provider; (iii) does not have unsupervised access Regulator requires Step In due to the Service Provider’s facilities and shared computing environment; and (iv) does not require the 's default), where a Third Party Service Provider to disclose its commercially sensitive information to any third party. 7.3 Where a third party supplier is engaged in connection with a Step In, the Service Provider shall be liable for the payment of the difference between the sums that would have been paid to the Service Provider for the provision of those Services and the sums payable to the third party supplier Third Party Service Provider for performing the same, same for as long as the failure to perform continues (save for where the Step In is a result of a Force Majeure event or consequent to a regulatory direction unless such direction arises due to acts or omissions of the Service Provider)continues, and Aspen the Customer shall not be charged for Services that are not provided to Aspen the Customer as a result of a Force Majeure event Event or the Service Provider’s 's default or non-performance. In the event that the incremental cost of replacement services exceeds [***], Service Provider shall have the right, but not the obligation, to propose an alternate third party supplier and Aspen shall consider such proposal in good faith. The Service Provider shall either pay directly or reimburse Aspen the Customer for any such third party costs incurredincurred on an indemnity basis. Such payments made by the Service Provider may be credited against the Charges or paid by way of cheque or direct debit to Aspenthe Customer, at Aspen’s the Customer's option. 7.4 1.4 In the event of Aspen the Customer exercising its right of Step Step-In, the Service Provider shall co-operate with Aspen the Customer (and its agents or representatives, including any applicable third party supplierThird Party Service Provider) and provide reasonable assistance at no charge to Aspen the Customer to restore such Aspen Customer function or the Services or any part of them as soon as reasonably possible, including giving Aspen the Customer (and its agents or representatives, including any applicable third party services provider) reasonable access to the Service Provider’s 's premises, Equipment, material Material and softwareSoftware, to the extent reasonably necessary for the purpose of restoring such Aspen Customer function or the Services or any part of them to the level required under this Agreement. 7.5 1.5 As soon as reasonably practicable following the restoration of the affected Aspen the Customer function or the affected part of the Services (meaning that its performance is no longer substantially prevented, hindered, degraded or delayed) to Aspen’s the Customer's reasonable satisfaction or a Regulator lifting its Step In requirement, the Service Provider shall resume the performance of the relevant Services. 7.6 Without prejudice to the caps set out in clause 22, nothing 1.6 Nothing in this clause 7 32 limits the Service Provider’s 's liability to Aspen the Customer with respect to any default or non-performance by the Service Provider under this Agreement provided always that the Service Provider shall be relieved of its obligations to deliver the Services affected by any Step In during the period Aspen or any third party supplier has taken over delivery of such ServicesAgreement.

STEP-IN. 7.1 32.1 If: 7.1.1 32.1.1 any default or non-performance by the Service Provider occurs and as a result, the performance of any business critical service is prevented, hindered, degraded or delayed for more than two (2) consecutive days; 7.1.2 32.1.2 the Service Provider is excused from the performance of the Services pursuant to a Force Majeure event;Event; or 7.1.3 32.1.3 a regulator Regulator requires Aspen the Customer to do so; or 7.1.4 the circumstances in paragraph 13.1 of Schedule 10 (Exit Plan and Service Transfer Arrangements) occur, then, without limiting any other rights it may have, Aspen the Customer may take control of the part of the Services (including the entirety of an impacted Service Tower) affected by the Service Provider default or non-performance, or the Force Majeure event Event and in the case of clause 7.1.332.1.3, Aspen the Customer shall take control of the part of the Services affected by the regulatory direction (in each case, “Step In”) for a maximum period of two (2) months after which Aspen shall either terminate this Agreement pursuant to any rights to do so hereunder it may have or allow the Service Provider to resume performance of the relevant Service). 7.2 32.2 In exercising its rights of Step In Aspen the Customer may perform any act that Aspen the Customer deems reasonably necessary in order to restore the Services (including by engaging a third party service providerThird Party Service Provider) or may direct the Service Provider to procure those Services from a third party supplier provided that Aspen: (i) complies with the Third Party Service Provider’s reasonable security and confidentiality policies as notified . 32.3 Unless Step In is instigated due to Aspen; the events set out in clauses 32.1.2 and/or 32.1.3 (ii) procures except in the event that any third party that it engages signs an Agreed Form NDA, with an obligation to erect “ethical walls” within its own organisation to protect the Service Provider’s confidentiality, if the third party stepping in is a competitor of the Service Provider; (iii) does not have unsupervised access Regulator requires Step In due to the Service Provider’s facilities and shared computing environment; and (iv) does not require the default), where a Third Party Service Provider to disclose its commercially sensitive information to any third party. 7.3 Where a third party supplier is engaged in connection with a Step In, the Service Provider shall be liable for the payment of the difference between the sums that would have been paid to the Service Provider for the provision of those Services and the sums payable to the third party supplier Third Party Service Provider for performing the same, same for as long as the failure to perform continues (save for where the Step In is a result of a Force Majeure event or consequent to a regulatory direction unless such direction arises due to acts or omissions of the Service Provider)continues, and Aspen the Customer shall not be charged for Services that are not provided to Aspen the Customer as a result of a Force Majeure event Event or the Service Provider’s default or non-performance. In the event that the incremental cost of replacement services exceeds [***], Service Provider shall have the right, but not the obligation, to propose an alternate third party supplier and Aspen shall consider such proposal in good faith. The Service Provider shall either pay directly or reimburse Aspen the Customer for any such third party costs incurredincurred on an indemnity basis. Such payments made by the Service Provider may be credited against the Charges or paid by way of cheque or direct debit to Aspenthe Customer, at Aspenthe Customer’s option. 7.4 32.4 In the event of Aspen the Customer exercising its right of Step Step-In, the Service Provider shall co-operate with Aspen the Customer (and its agents or representatives, including any applicable third party supplierThird Party Service Provider) and provide reasonable assistance at no charge to Aspen the Customer to restore such Aspen Customer function or the Services or any part of them as soon as reasonably possible, including giving Aspen the Customer (and its agents or representatives, including any applicable third party services provider) reasonable access to the Service Provider’s premises, Equipment, material Material and softwareSoftware, to the extent reasonably necessary for the purpose of restoring such Aspen Customer function or the Services or any part of them to the level required under this Agreement. 7.5 32.5 As soon as reasonably practicable following the restoration of the affected Aspen the Customer function or the affected part of the Services (meaning that its performance is no longer substantially prevented, hindered, degraded or delayed) to Aspenthe Customer’s reasonable satisfaction or a Regulator lifting its Step In requirement, the Service Provider shall resume the performance of the relevant Services. 7.6 Without prejudice to the caps set out in clause 22, nothing 32.6 Nothing in this clause 7 32 limits the Service Provider’s liability to Aspen the Customer with respect to any default or non-performance by the Service Provider under this Agreement provided always that the Service Provider shall be relieved of its obligations to deliver the Services affected by any Step In during the period Aspen or any third party supplier has taken over delivery of such ServicesAgreement.