Common use of Conversion Services Clause in Contracts

Conversion Services. 3.1 During the Term, FIGSL shall provide or cause to be provided, in addition to the FIGSL Services, the following support for no extra charge except for actual out-of-pocket costs and expenses approved in advance in writing by the GEIH Services Manager: 3.1.1 FIGSL shall provide, or cause to be provided, current and reasonably available historical data related to the FIGSL Services and predecessor services thereto as reasonably required by GELS, in a manner and within a time period as mutually agreed by the parties; 3.1.2 FIGSL shall make reasonably available or cause to be made reasonably available to GELS the services of those employees, contractors and consultants of the FIGSL Group whose assistance, expertise or presence is necessary to assist GELS’ transition team in establishing a fully functioning stand-alone environment in respect of the GEIH Group Companies’ businesses and the timely assumption by GELS, or by a supplier of GELS, of the FIGSL Services; and 3.1.3 with respect to any Software or other electronic content (“Electronic Materials”) licensed to Genworth and its Affiliates under the Cross License and used to provide a GEIH Service, GELS shall make available or deliver to FIGSL a copy of such Software or Electronic Materials that are in existence and current as of the Service Termination Date for such GEIH Service, including any upgrades, updates and other modifications made to such Software and Electronic Materials since the Closing Date. Any upgrades, updates or other modifications to Software and Electronic Materials made available or delivered to the FIGSL Group pursuant to this Clause shall be deemed to be GE Intellectual Property under the Cross License and licensed to Genworth and its Affiliates pursuant to the terms of the Cross License, notwithstanding that such upgrades, updates or other modifications (x) were not used, held for use or contemplated to be used by Genworth and its Affiliates as of the Closing Date, (y) were not Controlled by GE and its Affiliates as of the Closing Date or (z) may constitute Improvements made after the Closing Date. 3.2 During the Term, GELS shall provide or cause to be provided, in addition to the GEIH Services, the following support for no extra charge except for actual out-of-pocket costs and expenses approved in advance in writing by the FIGSL Services Manager: 3.2.1 GELS shall provide, or cause to be provided current and reasonably available historical data related to GEIH Services and predecessor services thereto as reasonably required by FIGSL, in a manner and within a time period as mutually agreed by the parties; 3.2.2 GELS shall make reasonably available or cause to be made reasonably available to FIGSL the services of those employees, contractors and consultants of the GEIH Group whose assistance, expertise or presence is necessary to assist FIGSL’s transition team in establishing a fully functioning stand-alone environment in respect of the FIGSL Group Companies’ businesses and the timely assumption by FIGSL, or by a supplier of FIGSL, of the GEIH Services and 3.2.3 with respect to any Software or other Electronic Materials licensed to GE and its Affiliates under the Cross License and used to provide a FIGSL Service, FIGSL shall make available or deliver to GELS a copy of such Software or Electronic Materials that are in existence and current as of the Service Termination Date for such FIGSL Service, including any upgrades, updates and other modifications made to such Software and Electronic Materials since the Closing Date. Any upgrades, updates or other modifications to Software and Electronic Materials made available or delivered to the GEIH Group pursuant to this Clause shall be deemed to be Genworth Intellectual Property under the Cross License and licensed to GE and its Affiliates pursuant to the terms of the Cross License, notwithstanding that such upgrades, updates or other modifications (x) were not used, held for use or contemplated to be used by GE and its Affiliates as of the Closing Date, (y) were not Controlled by Genworth and its Affiliates as of the Closing Date or (z) may constitute Improvements made after the Closing Date. 3.3 The parties acknowledge and agree that in connection with the implementation, provision, receipt and transition of the Services, the parties will incur certain non-recurring out-of-pocket conversion costs and expenses (“Conversion Costs”):

Conversion Services. 3.1 During the Term, FIGSL shall provide or cause to be provided, in addition to the FIGSL Services, the following support for no extra charge except for actual out-of-pocket costs and expenses approved in advance in writing by the GEIH Services Manager: 3.1.1 FIGSL shall provide, or cause to be provided, current and reasonably available historical data related to the FIGSL Services and predecessor services thereto as reasonably required by GELS, in a manner and within a time period as mutually agreed by the parties; 3.1.2 FIGSL shall make reasonably available or cause to be made reasonably available to GELS the services of those employees, contractors and consultants of the FIGSL Group whose assistance, expertise or presence is necessary to assist GELS’ transition team in establishing a fully functioning stand-alone environment in respect of the GEIH Group Companies’ businesses and the timely assumption by GELS, or by a supplier of GELS, of the FIGSL Services; and 3.1.3 with respect to any Software or other electronic content (“Electronic Materials”) licensed to Genworth and its Affiliates the FIGSL Group under the Cross License and used to provide a GEIH Service, GELS shall make available or deliver to FIGSL a copy of such Software or Electronic Materials that are in existence and current as of the Service Termination Date for such GEIH Service, including any upgrades, updates and other modifications made to such Software and Electronic Materials since the Closing Date. Any upgrades, updates or other modifications to Software and Electronic Materials made available or delivered to the FIGSL Group pursuant to this Clause shall be deemed to be GE Intellectual Property under the Cross License and licensed to Genworth and its Affiliates the FIGSL Group pursuant to the terms of the Cross License, notwithstanding that such upgrades, updates or other modifications (x) were not used, held for use or contemplated to be used by Genworth and its Affiliates the FIGSL Group as of the Closing Date, (y) were not Controlled by GE and its Affiliates the GEIH Group as of the Closing Date or (z) may constitute Improvements made after the Closing Date. 3.2 During the Term, GELS shall provide or cause to be provided, in addition to the GEIH Services, the following support for no extra charge except for actual out-of-pocket costs and expenses approved in advance in writing by the FIGSL Services Manager: 3.2.1 GELS shall provide, or cause to be provided current and reasonably available historical data related to GEIH Services and predecessor services thereto as reasonably required by FIGSL, in a manner and within a time period as mutually agreed by the parties; 3.2.2 GELS shall make reasonably available or cause to be made reasonably available to FIGSL the services of those employees, contractors and consultants of the GEIH Group whose assistance, expertise or presence is necessary to assist FIGSL’s transition team in establishing a fully functioning stand-alone environment in respect of the FIGSL Group Companies’ businesses and the timely assumption by FIGSL, or by a supplier of FIGSL, of the GEIH Services and 3.2.3 with respect to any Software or other Electronic Materials licensed to GE and its Affiliates the GEIH Group under the Cross License and used to provide a FIGSL Service, FIGSL shall make available or deliver to GELS a copy of such Software or Electronic Materials that are in existence and current as of the Service Termination Date for such FIGSL Service, including any upgrades, updates and other modifications made to such Software and Electronic Materials since the Closing Date. Any upgrades, updates or other modifications to Software and Electronic Materials made available or delivered to the GEIH Group pursuant to this Clause shall be deemed to be Genworth Intellectual Property under the Cross License and licensed to GE and its Affiliates the GEIH Group pursuant to the terms of the Cross License, notwithstanding that such upgrades, updates or other modifications (x) were not used, held for use or contemplated to be used by GE and its Affiliates the GEIH Group as of the Closing Date, (y) were not Controlled by Genworth and its Affiliates the FIGSL Group as of the Closing Date or (z) may constitute Improvements made after the Closing Date. 3.3 The parties acknowledge and agree that in connection with the implementation, provision, receipt and transition of the Services, the parties will incur certain non-recurring out-of-pocket conversion costs and expenses (“Conversion Costs”):

Conversion Services. 3.1 (a) During the Termterm of this Agreement, FIGSL GE shall provide provide, or cause to be provided, the following support, which support shall be in addition to the FIGSL ServicesGE Services described in Schedule A and Schedule A-1, the following support for at no extra charge cost except for actual out-of-pocket costs and expenses approved in advance in writing by the GEIH Company Services Manager: 3.1.1 FIGSL (i) GE shall provide, or cause to be provided, current and reasonably available historical data related to the FIGSL GE Services and predecessor services thereto as reasonably required by GELS, the Company in a manner and within a time period as mutually agreed by the parties;. 3.1.2 FIGSL (ii) GE shall make reasonably available or cause to be made reasonably available to GELS the services Company employees and contractors of those employees, contractors and consultants of the FIGSL Group GE whose assistance, expertise or presence is necessary to assist GELS’ the Company’s transition team in establishing a fully functioning stand-alone environment in respect of the GEIH Group Companies’ businesses and the timely assumption by GELSthe Company, or by a supplier of GELSto the Company, of the FIGSL GE Services; and. 3.1.3 with (iii) With respect to any Software or other electronic content (“Electronic Materials”) licensed to Genworth and its Affiliates Company under the Cross License and used to provide a GEIH GE Service, GELS GE shall make available or deliver to FIGSL the Company a copy of such Software or Electronic Materials that are in existence and current as of the Service Termination Date for such GEIH GE Service, including any upgrades, updates and other modifications made to such Software and Electronic Materials since the Closing Date. Any upgrades, updates or other modifications to Software and Electronic Materials made available or delivered to the FIGSL Group Company pursuant to this Clause Section 2.02(a)(iii) shall be deemed to be GE Intellectual Property under the Cross License and licensed to Genworth and its Affiliates the Company pursuant to the terms of the Cross License, notwithstanding that such upgrades, updates or other modifications (x) were not used, held for use or contemplated to be used by Genworth and its Affiliates the Company as of the Closing Date, (y) were not Controlled by GE and its Affiliates as of the Closing Date or (z) may constitute Improvements made after the Closing Date. 3.2 (b) During the Termterm of this Agreement, GELS the Company shall provide provide, or cause to be provided, the following support, which support shall be in addition to the GEIH ServicesCompany Services described in Schedule B, the following support for at no extra charge cost except for actual out-of-pocket costs and expenses approved in advance in writing by the FIGSL GE Services Manager: 3.2.1 GELS (i) The Company shall provide, or cause to be provided provided, current and reasonably available historical data related to GEIH the Company Services and predecessor services thereto as reasonably required by FIGSL, GE in a manner and within a time period as mutually agreed by the parties;. 3.2.2 GELS (ii) The Company shall make reasonably available or cause to be made reasonably available to FIGSL the services of those employees, GE employees and contractors and consultants of the GEIH Group Company whose assistance, expertise or presence is necessary to assist FIGSLGE’s transition team in establishing a fully functioning stand-alone environment in respect of the FIGSL Group Companies’ businesses Retained Businesses and the timely assumption by FIGSLGE, or by a supplier of FIGSLGE, of the GEIH Services andCompany Services. 3.2.3 with (iii) With respect to any Software or other Electronic Materials licensed to GE and its Affiliates under the Cross License and used to provide a FIGSL Company Service, FIGSL Company shall make available or deliver to GELS GE a copy of such Software or Electronic Materials that are in existence and current as of the Service Termination Date for such FIGSL Company Service, including any upgrades, updates and other modifications made to such Software and Electronic Materials since the Closing Date. Any upgrades, updates or other modifications to Software and Electronic Materials made available or delivered to the GEIH Group GE pursuant to this Clause Section 2.02(b)(iii) shall be deemed to be Genworth Intellectual Property under the Cross License and licensed to the GE and its Affiliates pursuant to the terms of the Cross License, notwithstanding that such upgrades, updates or other modifications (x) were not used, held for use or contemplated to be used by GE and its Affiliates as of the Closing Date, (y) were not Controlled by Genworth and its Affiliates the Company as of the Closing Date or (z) may constitute Improvements made after the Closing Date. 3.3 The parties acknowledge and agree that in connection with the implementation, provision, receipt and transition of the Services, the parties will incur certain non-recurring out-of-pocket conversion costs and expenses (“Conversion Costs”):