Common use of Step-Out Clause in Contracts

Step-Out. (A) If HPI exercised its step-in rights in accordance with Section 27.1, HPI may elect to cease exercising its right to step-in at any time by giving notice to HPES (a “Step-Out Notice”). (B) Within three business days after the Step-In Date, HPES will develop a plan to demonstrate to HPI how it will resume the proper performance of the applicable Services (a “Step-Out Plan”), and will submit the Step-Out Plan to HPI for approval. Approval by HPI of the Step-Out Plan will not constitute a waiver by HPI of any rights it may have if HPES is unable to perform any of its obligations in accordance with the terms of this Agreement after the Step-Out Date. The Step-Out Plan and delivery of the Services will remain HPES’ responsibility. (C) Following receipt and review of the Step-Out Plan, HPI will either (1) confirm the date for resumption of the affected Services by HPES as being the date set out in the Step-Out Notice or (2) subject to the last sentence of Section 27.1, revise the date to reflect the time to implement the Step-Out Plan and the state of readiness of HPES. The date notified by HPI under clause (1) or clause (2) will be the “Step-Out Date.” Once HPI has notified HPES of a Step-Out Date, HPES will devote the necessary resources to implement the Step-Out Plan such that delivery of the affected Services by HPES is restored to the Service Levels, and that the affected Services are delivered in accordance with all other provisions of this Agreement, from the Step-Out Date. (D) During any step-in period, the Parties will meet at least weekly to discuss progress toward remedying the event which gave rise to exercise of the step-in right, including deciding whether or not HPES can resume performance of the affected Services. By exercising its right to step-in HPI will not, and will not be deemed to, assume any obligation to resolve the event giving rise to its right to step-in or relieve HPES of any obligation or liability in relation to that event or relieve HPES of any of its other obligations or liabilities under this Agreement.

Step-Out. (A) If HPI exercised its step-in rights in accordance with Section 27.1, HPI The Appointed Representative may elect to cease exercising its right to step-in at any time during the Step-In Period deliver to the CoT a notice that it and/or the Lenders no longer wish to proceed with the exercise of their rights and undertakings made by giving notice to HPES them under this Agreement applicable during or the Step-In Period (a “Step-Out Notice”). , which shall specify the date on which the notice will be effective (B) Within three business days after the Step-In Date, HPES will develop a plan to demonstrate to HPI how it will resume the proper performance of the applicable Services (a “Step-Out PlanDate”), and will submit . With effect from the Step-Out Plan Date – the appointment of the Appointed Representative shall be released from performance of any obligations assumed by the Appointed Representative which have not become due as at the Step-Out Date (except to HPI for approval. Approval the extent that claims were made thereunder prior to the termination of the Step-in Period) and any rights that the Appointed Representative shall be cancelled and be of no further force and effect; and the Private Party shall continue to be bound by HPI the terms of the PPP Agreement, notwithstanding the occurrence of the Step-Out Plan will not constitute a waiver Date; and any Termination Notice issued by HPI of any rights it may have if HPES is unable to perform any of its obligations in accordance with the CoT whose effect had been suspended by the terms of this Agreement after shall thereafter take immediate effect and the CoT shall be entitled to terminate the PPP Agreement in accordance with its terms. On expiry of the Step-In Period in the circumstances contemplated by Clause 10.1, or on expiry of the Step-In Period in the circumstances contemplated by paragraph (e) of the definition thereof where the Private Party Default which was the basis or grounds for issuing the Termination Notice whose effect has been suspended during that Step-In Period has not been remedied: the CoT shall no longer deal with the Appointed Representative and shall deal with the Private Party in connection with the PPP Agreement; and any Termination Notice issued by the CoT whose effect has been suspended during that Step-In Period shall thereafter take immediate effect unless the Private Party Event of Default in respect of which the Termination Notice was issued has been remedied by the Step-Out Date. The Private Party shall continue to be bound by the terms of the PPP Agreement, notwithstanding the occurrence of a Step-In Notice, a Step-In Period, a Step-Out Plan and delivery of the Services will remain HPES’ responsibility. (C) Following receipt and review of the Step-Out PlanNotice, HPI will either (1) confirm the date for resumption of the affected Services by HPES as being the date set out in the Step-Out Notice or (2) subject to the last sentence of Section 27.1, revise the date to reflect the time to implement the Step-Out Plan and the state of readiness of HPES. The date notified by HPI under clause (1) or clause (2) will be the “Step-Out Date.” Once HPI has notified HPES of a Step-Out Date, HPES will devote any action by the necessary resources to implement Agent or Appointed Representative or the Step-Out Plan such that delivery of the affected Services by HPES is restored to the Service Levels, and that the affected Services are delivered in accordance with all other provisions Lenders and/or any provision of this Agreement, from the Step-Out Date. (D) During any step-in period, the Parties will meet at least weekly to discuss progress toward remedying the event which gave rise to exercise of the step-in right, including deciding whether or not HPES can resume performance of the affected Services. By exercising its right to step-in HPI will not, and will not be deemed to, assume any obligation to resolve the event giving rise to its right to step-in or relieve HPES of any obligation or liability in relation to that event or relieve HPES of any of its other obligations or liabilities under this Agreement.

Step-Out. (A1) If HPI NAIC Group exercised its step-in rights in accordance with Section 27.121.01, HPI NAIC Group may elect to cease exercising its right to step-in at any time by giving notice to HPES Cognizant (a “Step-Out Notice”). (B2) Within three business days Business Days after the Step-In Date, HPES will Cognizant Group shall develop a plan to demonstrate to HPI NAIC Group how it will shall resume the proper performance of the applicable Services (a “Step-Out Plan”), and will submit the shall provide such Step-Out Plan to HPI NAIC Group for approval. Approval by HPI NAIC of the Step-Out Plan will shall not constitute a waiver by HPI NAIC Group of any rights it may have if HPES Cognizant Group is unable to perform any of its obligations in accordance with the terms of this Agreement after the Step-Out Date. The Step-Out Plan and delivery of the Services will shall remain HPES’ Cognizant Group’s responsibility. (C3) Following receipt and review of the any Step-Out Plan, HPI will NAIC Group shall either (1a) confirm the date for resumption of the affected Services by HPES Cognizant Group as being the date set out in the Step-Out Notice or (2b) subject to the last sentence of Section 27.1, revise the date to reflect the time to implement the Step-Out Plan and the state of readiness of HPESCognizant Group. The date notified by HPI NAIC Group under clause (1a) or clause (2b) will shall be the “Step-Out Date.” ”. Once HPI NAIC Group has notified HPES Cognizant of a Step-Out Date, HPES will Cognizant Group shall devote the all necessary resources to implement the Step-Out Plan such that delivery of the affected Services by HPES Cognizant Group is restored to the Service Levels, and that the affected Services are delivered in accordance with all other provisions of this Agreement, from the Step-Out Date. (D4) During any step-in period, the MSA Contracting Parties will shall meet at least weekly to discuss progress toward remedying the event which gave rise to exercise of the step-in right, including deciding whether or not HPES Cognizant Group can resume performance of the affected Services. By exercising its right to step-in HPI will NAIC Group shall not, and will shall not be deemed to, assume any obligation to resolve the event giving rise to its right to step-in or relieve HPES Cognizant of any obligation or liability in relation to that event or relieve HPES Cognizant of any of its other obligations or liabilities under this Agreement.