Common use of Maintenance Services Clause in Contracts

Maintenance Services. Provider shall perform, or cause to be performed, Planned Maintenance Services and Unplanned Maintenance Services (together, “Maintenance Services”) as described herein. (i) Planned Maintenance Services shall be identified in the Annual Maintenance Plan and shall consist of the following (“Planned Maintenance Services”): (1) Periodic inspection, testing, and monitoring of the Transmission Facilities, Leased Site and Structural Improvements; (2) At the Substation Upgrade Facilities, activities required by the Sugar Loaf 345 kV Substation Stormwater Prevention Pollution Plan (SWPPP), the Sugar Loaf 345 kV Substation Spill Prevention, Control and Countermeasure Plan (SPCC), NERC standards, NPCC requirements, and any other activities required by regulators or applicable Law; (3) Scheduling and conducting preventive and corrective maintenance in accordance with Section 2.08 of the Transco/NYISO Operating Agreement; (4) Compiling and maintaining records and reports related to preventive and corrective maintenance activities; and (5) Performing vegetation management or other work related to maintaining the Leased Site as required of Owner pursuant to the Lease. (ii) Unplanned Maintenance Services are Maintenance Services that are not identified in the Annual Maintenance Plan but are required to be performed pursuant to Good Utility Practice (the “Unplanned Maintenance Services”) and may consist of the following: (1) Repairing of damaged Transmission Facilities that are not in the Annual Maintenance Plan but may compromise safety or reliability if unaddressed; (2) Conducting any Remediation, restoration or corrective action in connection with any Release or compliance with Environmental Law, in each case, to the extent attributable caused by or directly relating to the Transmission Facilities; (iii) Performing such other actions that are incidental to the foregoing or otherwise necessary to comply with applicable Law, including Environmental Law, or as Owner and Provider shall mutually agree. Any request by Owner or Provider for additional maintenance services shall be made by delivery of a work order in the form set forth as Exhibit E attached hereto. Prior to performing any Substantial Unplanned Maintenance Service, Provider shall, to the extent practicable, provide Owner with a description of the Substantial Unplanned Maintenance Service that it proposes to undertake, the resources needed to carry out the work, a schedule for the work, a good faith estimated cost to perform that work and a list of Transmission Facilities that will be the subject of an outage and the duration of such outage. Provider shall proceed with the Substantial Unplanned Maintenance Service only following written receipt of approval from Owner, except to the extent otherwise required by applicable Law (including Environmental Law). All Substantial Unplanned Maintenance Service shall be set forth in a work order in the form set forth on Exhibit E attached hereto. Provider shall be responsible for scheduling with NYISO the work required to be performed by Provider in connection with Maintenance Services as required by Section 2.08 of the Transco/NYISO Operating Agreement.

Maintenance Services. Provider shall perform‌ 10.1 Lexmark will provide a Next Business Day (where available) on-site restore Maintenance Service support model for Managed Output Devices. 10.2 Customer will: a) Determine if an incident reported by an end user is due to a Managed Output Device failure, b) Log all Managed Output Device incidents in Customer incident management system, c) Resolve incidents not directly related to Managed Output Devices without Lexmark assistance, d) Clear all paper jams, e) Escalate Customer incidents that cannot be resolved by Customer to the Lexmark technical support center providing all information captured in the Customer’s help desk including, or cause but not limited to, the following: o Managed Output Device serial number, o Managed Output Device model type, o Error code message as seen on the Managed Output Device user panel, o Clear written description of the fault found in local language. f) Participate in the Managed Output Device diagnosis process with the Lexmark technical support center, g) Provide suitable on-site access to be performed, Planned Maintenance Services Lexmark service technician. 10.3 Lexmark will: a) Provide a toll free and Unplanned Maintenance Services (together, “designated call routing number to Customer for Maintenance Services”, b) as described herein. (i) Planned Maintenance Services shall be identified in Determine the Annual Maintenance Plan and shall consist specific cause of the following (“Planned Maintenance Services”):Managed Output Device incident, (1c) Periodic inspectionInitially, testing, and monitoring provide for resolution of the Transmission Facilitiesincident remotely, Leased Site or, d) Schedule technician arrival on-site on the next Business Day (where available), e) Resolve incident through on-site repair or replace the Managed Output Device at Lexmark discretion, f) Be responsible for the shipping charges related to the exchange and Structural Improvements;the return of the original Managed Output Device replaced, (2g) At the Substation Upgrade Facilities, activities required by the Sugar Loaf 345 kV Substation Stormwater Prevention Pollution Plan (SWPPP), the Sugar Loaf 345 kV Substation Spill Prevention, Control Ship and Countermeasure Plan (SPCC), NERC standards, NPCC requirements, and any other activities required by regulators or applicable Law; (3) Scheduling and conducting preventive and corrective install preventative maintenance kits in accordance with Section 2.08 Lexmark-recommended maintenance kit intervals. 10.5 For incidents received prior to the local cutoff time (at the location of the Transco/NYISO Operating Agreement; (4) Compiling and maintaining records and reports related Managed Output Device), if Lexmark is unable to preventive and corrective maintenance activities; and (5) Performing vegetation management or other work related to maintaining the Leased Site as required of Owner pursuant resolve an incident via telephone, Lexmark shall dispatch a service technician to the LeaseCustomer Location for next Business Day arrival to repair or replace the relevant Managed Output Device. For calls received after the local cutoff time, Lexmark will dispatch a service technician for arrival on the second Business Day to repair or replace the relevant Managed Output Device. 10.6 Lexmark reserves the right to service exchange Managed Output Devices with new or refurbished Output Devices. All shipments for service exchange of Managed Output Devices will be based on the availability of replacement Output Devices and shall be shipped to Customer via the most expedient means available; Lexmark will arrange for courier-service pick up of the original Managed Output Device for shipment to Lexmark. 10.7 If the Managed Output Device includes features, the Maintenance Service covers the features only when installed on the Managed Output Device model for which they were designed. 10.8 Next Business Day (ii) Unplanned Maintenance Services are Maintenance Services that are not identified in the Annual Maintenance Plan but are required to be performed pursuant to Good Utility Practice (the “Unplanned Maintenance ServicesNBD”) and restore service is not available in all areas. Locations may consist be subject to review. Customer Locations where Lexmark cannot provide a NBD service response are listed in Attachment B along with the service level target. 10.9 Maintenance Service is not a guarantee of the following: (1) Repairing uninterrupted or error-free functioning of damaged Transmission Facilities that are Managed Output Devices. Maintenance Service does not include repair of failures caused by use not in the Annual Maintenance Plan but may compromise safety conformance with Lexmark published specifications or reliability if unaddressed; (2) Conducting any Remediation, restoration or corrective action in connection with any Release or compliance with Environmental Law, in each case, to the extent attributable caused by or directly relating to the Transmission Facilities; (iii) Performing such other actions that are incidental to the foregoing or otherwise necessary to comply with applicable Law, including Environmental Law, or as Owner and Provider shall mutually agree. Any request by Owner or Provider for additional maintenance services shall be made by delivery of a work order in the form set forth as Exhibit E attached hereto. Prior to performing any Substantial Unplanned Maintenance Service, Provider shall, to the extent practicable, provide Owner with a description of the Substantial Unplanned Maintenance Service that it proposes to undertake, the resources needed to carry out the work, a schedule for the work, a good faith estimated cost to perform that work and a list of Transmission Facilities that will be the subject of an outage and the duration of such outage. Provider shall proceed with the Substantial Unplanned Maintenance Service only following written receipt of approval from Owner, except to the extent otherwise required by applicable Law (including Environmental Law). All Substantial Unplanned Maintenance Service shall be set forth in a work order in the form set forth on Exhibit E attached hereto. Provider shall be responsible for scheduling with NYISO the work required to be performed by Provider in connection with Maintenance Services as required by Section 2.08 of the Transco/NYISO Operating Agreementnon-authorized parties.

Maintenance Services. Provider (A) Excepting only those obligations for which Landlord is expressly responsible pursuant to this Section 13, Tenant will, throughout the Term and at its sole cost, keep and maintain the non-structural, interior portions of the Premises and all fixtures and equipment located therein, including, without limitation, carpeting, wall-covering, doors, plumbing and other fixtures, and any alterations performed for the benefit of the Premises, clean safe and in good working order, condition and repair (except for ordinary wear and tear and repairs resulting from any casualty damage described in Section 19 below) and make all necessary repairs and replacements thereto, including, without limitation, replacing all interior broken glass with glass of the same size and quality as that broken and repairing or replacing all systems or portions of systems exclusively serving the Premises including, without limitation, electrical, mechanical, plumbing and heating, ventilating and air conditioning systems. All repairs and replacements required of Tenant in connection herewith shall performbe of a quality and class at least equal to the minimum building standards established by Landlord and shall be done in a good and workmanlike manner in compliance with all applicable laws and the terms and conditions of this Lease. If Tenant fails to maintain the Premises in compliance with the terms hereof, Landlord shall have the right to do such acts and expend such funds at the expense of Tenant as are reasonably required and Tenant shall reimburse Landlord for the cost thereof as Additional Rent upon demand. If Tenant uses heat generating machines or cause equipment in the Premises that materially affect the temperature otherwise maintained by the heating, ventilating and air conditioning system, Landlord reserves the right to install supplementary units for the Premises and the cost thereof, including the cost of installation, operation and maintenance, shall be performedpaid by Tenant to Landlord as Additional Rent upon demand. Should Tenant require any additional service not provided by Landlord pursuant to this Lease, Planned Maintenance Services including any services furnished outside the Building’s normal business hours, Landlord may, but shall not be obligated to, furnish such additional service and Unplanned Maintenance Services Tenant agrees to pay Landlord’s charges therefor, including a reasonable administrative fee, any taxes imposed thereon, and, where appropriate, a reasonable allowance for depreciation of any systems being used to provide such service, as Additional Rent upon demand. The current charge for after-hours HVAC usage is seventy five and 00/100 Dollars (together, “Maintenance Services”$75.00) as described hereinper hour (with a four (4) hour minimum charge) for each hour of use or part thereof. (B) Landlord shall maintain the roof, foundation, exterior walls, structural portions, elevators, if any, any common areas and electrical, plumbing, mechanical and fire protection systems (subject to systems exclusive to the Premises such as dishwashers) of the Building, the cost of which shall be included as a part of Operating Expenses. Notwithstanding the foregoing, any damage to the Property occasioned by the gross negligence or willful act of Tenant or any person claiming under Tenant, or contractors, agents, employees, invitees or visitors of Tenant or any such person, shall be repaired by and at the sole expense of Tenant, except that Landlord shall have the right, at its sole option, to make such repairs and to charge Tenant for all costs and expenses incurred in connection therewith and Tenant shall pay the cost therefor as Additional Rent upon demand. (C) In addition to the foregoing, during normal hours of operation of the Building throughout the Term, Landlord shall provide: (i) Planned Maintenance Services reasonable quantities of electricity for the common areas; (ii) electricity for Tenant’s Permitted Use; (iii) heating, ventilation and air conditioning as required in Landlord’s reasonable judgment for the comfortable use and occupancy of the Premises during the normal hours of operation of the Building; (iv) building standard window washing and janitorial services; (v) water for cleaning and restroom purposes only, and (vi) such other services as Landlord reasonably determines are necessary or appropriate. The normal hours of operation of the Building shall be identified 8:00 a.m. to 6:00 p.m. on Mondays through Fridays (except holidays), and 8:00 a.m. to 1:00 p.m. on Saturdays (except holidays), subject to adjustment from time to time by Landlord. Upon Xxxxxx’s request, Landlord shall replace Building standard bulbs and ballasts in the Annual Maintenance Plan Premises at Landlord’s sole expense. (D) Security, in the form of limited access to the Building during other than normal business hours, shall be provided in such form as Landlord deems appropriate. With respect to the card access system at the Building, Tenant shall be issued four (4) key cards per one thousand (1,000) rentable square feet of the Premises, which cards will allow Tenant entry into the Building. Any additional access cards shall be issued at Tenant’s sole cost and expense. Landlord, however, shall have no liability to Tenant, its employees, agents, invitees or licensees for losses due to theft or burglary, or for damage done by unauthorized persons on the Premises and neither shall Landlord be required to insure against any such losses. Tenant shall cooperate fully in Landlord’s efforts to maintain security in the Building and shall consist follow all reasonable regulations promulgated by Landlord with respect thereto. (E) Notwithstanding anything to the contrary set forth in this Section 13, if (i) Tenant provides written notice to Landlord of the following need for repairs and/or maintenance which are Landlord’s obligation to perform under this Lease, and (“Planned Maintenance Services”): ii) Landlord fails to undertake such repairs and/or maintenance within thirty (30) days after receipt of such notice, or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord fails to commences such repairs within such 30-day period and thereafter diligently attempts to complete same (provided that in cases of emergency involving imminent threat of serious injury or damage to persons or property within the Premises, Landlord shall have only one (1) Periodic inspectionbusiness day after receipt of such notice, testingwhich notice must specify that Landlord has one (1) business day to commence corrective action, and monitoring or such later period of the Transmission Facilitiestime as is reasonably necessary, Leased Site and Structural Improvements; (2) At the Substation Upgrade Facilities, activities required by the Sugar Loaf 345 kV Substation Stormwater Prevention Pollution Plan (SWPPPto commence such corrective action), the Sugar Loaf 345 kV Substation Spill Prevention, Control and Countermeasure Plan (SPCC), NERC standards, NPCC requirements, and any other activities required by regulators or applicable Law; then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three (3) Scheduling and conducting preventive and corrective maintenance in accordance with Section 2.08 of the Transco/NYISO Operating Agreement; business days’ notice to Landlord that Tenant is taking such required action (4) Compiling and maintaining records and reports related to preventive and corrective maintenance activities; and (5) Performing vegetation management or other work related to maintaining the Leased Site as but no such additional notice shall be required of Owner pursuant to the Lease. (ii) Unplanned Maintenance Services are Maintenance Services that are not identified in the Annual Maintenance Plan but are required event of any such emergency involving imminent threat of serious injury or damage to be performed pursuant to Good Utility Practice (persons or property within the “Unplanned Maintenance Services”) and may consist of the following: (1) Repairing of damaged Transmission Facilities that are not in the Annual Maintenance Plan but may compromise safety or reliability if unaddressed; (2) Conducting any Remediation, restoration or corrective action in connection with any Release or compliance with Environmental Law, in each case, to the extent attributable caused by or directly relating to the Transmission Facilities; (iii) Performing such other actions that are incidental to the foregoing or otherwise necessary to comply with applicable Law, including Environmental Law, or as Owner and Provider shall mutually agree. Any request by Owner or Provider for additional maintenance services shall be made by delivery of a work order in the form set forth as Exhibit E attached hereto. Prior to performing any Substantial Unplanned Maintenance Service, Provider shall, to the extent practicable, provide Owner with a description of the Substantial Unplanned Maintenance Service that it proposes to undertake, the resources needed to carry out the work, a schedule for the work, a good faith estimated cost to perform that work and a list of Transmission Facilities that will be the subject of an outage and the duration of such outage. Provider shall proceed with the Substantial Unplanned Maintenance Service only following written receipt of approval from Owner, except to the extent otherwise required by applicable Law (including Environmental LawPremises). All Substantial Unplanned Maintenance Service shall be set forth in a work order in If such repairs and/or maintenance were required under the form set forth on Exhibit E attached hereto. Provider shall be responsible for scheduling with NYISO the work required terms of this Lease to be performed by Provider Landlord and are not performed or undertaken to be performed by Landlord prior to the expiration of such additional 3-business day notice period (or after the initial notice period with respect to any such emergency involving imminent threat of serious injury or damage to persons or property within the Premises) (the “Outside Repair Period”), and Tenant has performed such maintenance and/or repairs, then Tenant shall be entitled to reimbursement by Landlord of Tenant’s actual, reasonable, and documented out-of-pocket costs and expenses paid by Tenant to third parties in connection performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Xxxxxxxx’s receipt of invoice from Tenant setting forth such costs and expenses together with Maintenance Services lien waivers from all parties performing such work, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Rent next payable by Tenant under this Lease the amount of such invoice; provided, however, that notwithstanding the foregoing to the contrary, if (A) Landlord delivers to Tenant within ten (10) days following receipt of such invoice from Tenant, a written objection to Tenant's right to receive any such reimbursement based upon Xxxxxxxx’s good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (B) Landlord delivers to Tenant, within ten (10) days after receipt of Tenant's invoice, a written objection to the payment of such invoice based upon Landlord’s good faith claim that such charges are excessive (in which case, Landlord shall reimburse Tenant, within such 10 day period, the amount Landlord contends would not be excessive), then Tenant shall not be entitled to such reimbursement or offset against Rent, but Tenant, as its sole remedy, may proceed to institute a lawsuit to determine and collect the amount, if any, of such reimbursement. If Tenant prevails in such lawsuit and receives a monetary judgment against Xxxxxxxx, then Landlord shall pay the amount of such monetary judgment to Tenant within thirty (30) days after the date such judgment is issued. If such monetary judgment is not so paid, then, notwithstanding any contrary provision of this Lease, Tenant shall be entitled to offset against the Rent payable under this Lease the amount of such monetary judgment together. If Tenant undertakes such repairs and/or maintenance, Tenant shall use only those unrelated third party contractors used by Landlord in the Project for such work unless such contractors are unwilling or unable to perform such work at competitive prices, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable buildings. Tenant shall comply with the other terms and conditions of this Lease if Xxxxxx takes the required by Section 2.08 of the Transco/NYISO Operating Agreementaction, except that Tenant is not required to obtain Landlord’s consent for such repairs.

Maintenance Services. Provider Consistent with the provisions of Section 6.04 below, Tenant shall performmaintain or otherwise be responsible for, or cause to be performedat Tenant’s sole cost and expense, Planned Maintenance Services and Unplanned Maintenance Services (together, “Maintenance Services”) as described herein. the following items: (i) Planned the landscaping (including without limiting to gardening, tree trimming, replacement or repair of landscaping, landscape irrigation systems, gopher control and similar items) located at the Property; (ii) association dues, if any; (iii) utilities for the landscaped areas (including, without limitation, utilities for landscape watering and lighting); and (iv) sweeping, cleaning, repairing, resurfacing and repaving of driveways, parking areas, yard areas, load areas and other outdoor paved or covered surfaces and/or roads located at the Property. With respect to the above maintenance items located in the Perimeter Maintenance Services Area (defined below), Tenant’s obligations under this Section 4.05 shall be identified in discharged according to customary standards for the Annual Maintenance Plan Project and shall consist to Landlord’s reasonable satisfaction. With respect to the maintenance items described above, but only to the extent located outside of the following enclosed wall to be constructed by Tenant around the Building at the Property (the “Planned Perimeter Maintenance ServicesArea”): (1) Periodic inspection, testing, and monitoring of the Transmission Facilities, Leased Site and Structural Improvements; (2) At the Substation Upgrade Facilities, activities required by the Sugar Loaf 345 kV Substation Stormwater Prevention Pollution Plan (SWPPP), if Landlord reasonably determines that Tenant has failed to maintain the Sugar Loaf 345 kV Substation Spill Prevention, Control and Countermeasure Plan (SPCC), NERC standards, NPCC requirements, and any other activities Property as required by regulators or applicable Law; (3) Scheduling and conducting preventive and corrective maintenance above in accordance with the Project’s customary standards, by written notice to Tenant of its election to perform such work itself Landlord may assume responsibility for such work. In connection with Landlord’s assumed obligations under this Section 2.08 4.05, Landlord may enter into a contract with a contractor/maintenance provider of Landlord’s choice to provide some (but not necessarily all) of the Transco/NYISO Operating Agreement; (4) Compiling and maintaining records and reports related maintenance services listed above for the Perimeter Maintenance Area. In the event Landlord elects to preventive and corrective assume the maintenance activities; and (5) Performing vegetation management or other work related to maintaining the Leased Site as required of Owner pursuant obligations described above with respect to the Lease. Perimeter Maintenance Area, Landlord shall have the right to collect monthly from Tenant, as Additional Rent, an administrative fee equal to fifteen percent (15%) of the monthly cost of the maintenance work. In the event Landlord elects to assume the maintenance obligations described above with respect to the Perimeter Maintenance Area, (i) Tenant shall pay to Landlord, as Additional Rent, within ten (10) days after demand, the cost for the above-referenced maintenance services, and (ii) Unplanned Maintenance Services are Maintenance Services that are not identified in the Annual Maintenance Plan but are required Tenant agrees to be performed pursuant pay monthly to Good Utility Practice Landlord, as Additional Rent, an amount (the “Unplanned Monthly Maintenance ServicesFee”) for the routine landscaping and may consist sweeping and cleaning of the following: (1) Repairing Property’s outdoor paved areas located within the Perimeter Maintenance Area. Tenant shall make such payment together with Tenant’s monthly Base Rent payment. It is the understanding of damaged Transmission Facilities the parties that are not the Monthly Maintenance Fee only pertains to routine duties and that Landlord may incur similar expenses in the Annual Maintenance Plan but may compromise safety or reliability if unaddressed; (2) Conducting any Remediation, restoration or corrective action in connection with any Release or compliance with Environmental Law, in each case, addition to the extent attributable caused by or directly relating to the Transmission Facilities; (iii) Performing such other actions that are incidental to the foregoing or otherwise necessary to comply with applicable Law, including Environmental Law, or as Owner and Provider shall mutually agree. Any request by Owner or Provider for additional maintenance services shall be made by delivery of a work order Monthly Maintenance Fee in the form meeting its assumed obligations set forth as Exhibit E attached hereto. Prior to performing any Substantial Unplanned Maintenance Service, Provider shall, to the extent practicable, provide Owner with a description of the Substantial Unplanned Maintenance Service that it proposes to undertake, the resources needed to carry out the work, a schedule for the work, a good faith estimated cost to perform that work and a list of Transmission Facilities that will be the subject of an outage and the duration of such outage. Provider shall proceed with the Substantial Unplanned Maintenance Service only following written receipt of approval from Owner, except to the extent otherwise required by applicable Law (including Environmental Law). All Substantial Unplanned Maintenance Service shall be set forth in a work order in the form set forth on Exhibit E attached hereto. Provider shall be responsible for scheduling with NYISO the work required to be performed by Provider in connection with Maintenance Services as required by Section 2.08 of the Transco/NYISO Operating Agreementabove.

Maintenance Services. Provider Subject to the payment by the Licensee of the Maintenance Charge, the Licensor shall performprovide the Licensee with the following maintenance services: Error correction (a) If the Licensee shall discover that the Current Release fails to conform with any part of the Specification, then the Licensee shall within 14 days after such discovery notify the Licensor in writing of the defect or cause error in question and if reasonably practicable provide the Licensor with a documented example of such defect or error. (b) The Licensor shall thereupon investigate the reported defect or error and thereafter use its reasonable endeavours to correct promptly such defect or error. Provided the Licensor has in its reasonable opinion been able to rectify the defect or error, it shall, forthwith upon such correction being completed, notify the Licensee the corrected version of the object code of the Current Release in machine readable form together with appropriate amendments to the Program Documentation specifying the nature of the correction and providing instructions for the proper use of the corrected version of the Current Release is available for their use. The Licensor shall provide the Licensee with all assistance reasonably required by the Licensee to enable the Licensee to implement the use of the corrected version of the Current Release. (c) If, for any reason, the Licensor has not in its reasonable opinion been able to rectify the defect or error, it shall immediately notify the Licensee and provided the failure substantially hinders or prevents the Licensee from using a material part of the functionality of the Licensed Programs, the Licensee shall be performed, Planned Maintenance Services entitled to terminate this Agreement forthwith by giving written notice to the Licensor and Unplanned Maintenance Services without prejudice to its other rights and remedies. (together, “Maintenance Services”d) as described herein.The foregoing error correction service shall not include the provision of services in respect of: (i) Planned Maintenance Services shall be identified in the Annual Maintenance Plan and shall consist defects or errors resulting from any modifications of the following (“Planned Maintenance Services”): (1) Periodic inspection, testing, and monitoring of Current Release made by any person other than the Transmission Facilities, Leased Site and Structural ImprovementsLicensor without the Licensor’s prior written consent; (2) At the Substation Upgrade Facilities, activities required by the Sugar Loaf 345 kV Substation Stormwater Prevention Pollution Plan (SWPPP), the Sugar Loaf 345 kV Substation Spill Prevention, Control and Countermeasure Plan (SPCC), NERC standards, NPCC requirements, and any other activities required by regulators or applicable Law; (3) Scheduling and conducting preventive and corrective maintenance in accordance with Section 2.08 of the Transco/NYISO Operating Agreement; (4) Compiling and maintaining records and reports related to preventive and corrective maintenance activities; and (5) Performing vegetation management or other work related to maintaining the Leased Site as required of Owner pursuant to the Lease. (ii) Unplanned Maintenance Services are Maintenance Services that are not identified in the Annual Maintenance Plan but are required to be performed pursuant to Good Utility Practice (the “Unplanned Maintenance Services”) and may consist any version of the following: (1) Repairing of damaged Transmission Facilities that are not in Licensed Programs other than the Annual Maintenance Plan but may compromise safety or reliability if unaddressed; (2) Conducting any Remediation, restoration or corrective action in connection with any Current Release or compliance with Environmental Law, in each case, to and/or the extent attributable caused by or directly relating to the Transmission Facilitiesimmediately preceding Release; (iii) Performing use of the Current Release other than in accordance with the Program Documentation or operator error; (iv) any defect or error in the Equipment or in any programs used in conjunction with the Current Release and/or the immediately preceding Release; (v) defects or errors caused by the use of the Current Release and/or the immediately preceding Release on or with equipment (other than the Equipment) not supplied by or approved in writing by the Licensor provided that for this purpose any programs designated for use with the Current Release and/or the immediately preceding Release in the Specification shall be deemed to have the written approval of the Licensor; (vi) act of God, fire, flood, war, act of violence or any other similar occurrence; (vii) any modification or enhancement of the Current Release if such other actions modification or enhancement results in a departure from the Specification. (e) The Licensor shall make an additional charge in accordance with its standard scale of charges from time to time in force for any services provided by the Licensor: (i) at the request of the Licensee but which do not qualify under the aforesaid error correction service by virtue of any of the exclusions referred to in paragraph (d) above; or (ii) at the request of the Licensee but which the Licensor finds are not necessary. For the avoidance of doubt nothing in this paragraph shall impose any obligation on the Licensor to provide services in respect of any defect, error or circumstance arising due to any of the exclusions referred to in paragraph (d). (f) If the Licensee shall discover that are incidental the Program Documentation does not provide adequate or correct instruction for the proper use of any facility or function set out in the Specification for an adequately trained and experienced user then the Licensee shall notify the Licensor in writing of the fault in question within 14 days after such discovery. The Licensor shall thereupon promptly correct the fault and provide the Licensee with appropriate amendments to the foregoing Program Documentation. Releases (a) The Licensor shall promptly notify the Licensee of any New Release of the Licensed Programs which the Licensor shall from time to time make generally available to its licensees. The Licensor shall provide with such notification an explanatory memorandum specifying not only the nature of the improvements but also any adverse effects which the New Release may be expected to have, including Advice in particular any expected degradation in the performance of the Licensed Programs or otherwise any removal of current functionality. While it is acknowledged by the Licensee that the explanatory memorandum may not be equivalent to a detailed specification of the New Release it shall contain sufficient information to enable the Licensee to judge whether the New Release will be appropriate to the Licensee’s requirements. (b) If the Licensee wishes to evaluate the New Release then the Licensee shall notify the Licensor in writing accordingly. Upon receipt of such notification, the Licensor shall deliver to the Licensee as soon as reasonably practicable (having regard to the number of other users requiring the new Release) the object code of the New Release in machine-readable form together with any amendments to the Specification and the Program Documentation which shall be necessary to comply with applicable Law, including Environmental Law, or as Owner describe and Provider shall mutually agreeenable proper use of the improved facilities and functions of the New Release. Any request by Owner or Provider for additional maintenance services The Licensee’s use of such New Release shall be made governed by delivery of a work order in the form set forth as Exhibit E attached hereto. Prior to performing any Substantial Unplanned Maintenance Service, Provider shall, to the extent practicable, provide Owner with a description provisions of the Substantial Unplanned Maintenance Service that it proposes to undertake, the resources needed to carry out the work, a schedule for the work, a good faith estimated cost to perform that work and a list of Transmission Facilities that will be the subject of an outage and the duration of such outage. Provider shall proceed with the Substantial Unplanned Maintenance Service only following written receipt of approval from Owner, except to the extent otherwise required by applicable Law Licence Agreement. (including Environmental Law). All Substantial Unplanned Maintenance Service shall be set forth in a work order in the form set forth on Exhibit E attached hereto. Provider c) The Licensee shall be responsible for scheduling evaluating the New Release during the period of 3 months after its delivery to the Licensee pursuant to clause 5(2)(b). The Licensor shall provide the Licensee with NYISO such reasonable assistance and information as it may require in this regard. On the work expiry of such period the Licensee shall notify the Licensor whether or not it wishes to accept the New Release. If the Licensor does not receive any such notification then the Licensee shall be deemed to have rejected the New Release in which case the provisions of paragraph (f) below shall apply. (d) If requested by the Licensee, the Licensor shall provide training for the Licensee’s staff in the use of the New Release at the Licensor’s standard scale of charges from time to time in force, such training to commence as soon as reasonably practicable after the delivery of the New Release. (e) If the Licensee accepts the New Release, then the New Release shall thereby become the Current Release and the provisions of this Agreement shall apply accordingly. Upon such acceptance the Licensee shall [if requested by the Licensor] return to the Licensor the Licensed Programs or the previous Current Release (as the case may be) and any part of the Program Documentation or the Specification which has been superseded and all copies of the whole or any part thereof, or [if required by the Licensor] shall destroy the same and certify in writing to the Licensor that they have been destroyed. (f) If the Licensee shall not accept the New Release then the Licensee shall immediately return to the Licensor the New Release and the amendments to the Specification and the Program Documentation insofar as they relate solely to the New Release and all copies of the whole or any part thereof or, [if required by the Licensor] shall destroy the same and certify in writing to the Licensor that they have been destroyed. (g) The Licensor shall not be performed by Provider in connection with relieved of its obligations to provide the Maintenance Services as required for the Current Release during the period of 3 months referred to in paragraph (c) above. The Licensor shall provide the Licensee between the hours of 0900 to 1700, Monday to Friday (excluding public holidays in England and Wales) with such technical advice by Section 2.08 any of the Transco/NYISO Operating Agreementtelecommunications (including but not limited to electronic mail) telephone calls postal mail or visits by staff of the Licensor as shall be reasonably necessary to resolve the Licensee’s difficulties and queries in using the Current Release. For the avoidance of doubt, the Licensor shall not be obliged to provide such technical advice in respect of any difficulties or queries which arise by reason of any of the matters described in clause 5(1)(d). Changes in law The Licensor shall from time to time make such modifications to the Current Release as shall ensure that the Current Release conforms to any change of legislation or new legal requirements which affect the application of any function or facility described in the Specification. The Licensor shall promptly notify the Licensee in writing of all such changes and new requirements and shall implement the modifications to the Current Release (and all consequential amendments to the Program Documentation and the Specification which may be necessary to enable proper use of such modifications) as soon as reasonably practicable thereafter.

Maintenance Services. Provider ​ 12.1 Following Location Approval of a Cell Site and until the termination of the Service Commitment Period for such Cell Site, Vendor shall performprovide ongoing routine maintenance to such Cell Site, or cause which shall include, but not be limited to, the Maintenance Services set forth in Exhibit D. 12.2 Vendor shall perform all Maintenance Services required pursuant to be performed, Planned this Agreement throughout the Service Commitment Period in accordance with the terms and ​ conditions of this Agreement. Vendor shall make available during all Support Hours adequate personnel and resources to provide the Maintenance Services and Unplanned respond to Tickets. In performing the Maintenance Services hereunder, Vendor shall comply with all specifications and work requirements set forth on Exhibit D (together1). ​ 12.3 Verizon may request specific Maintenance Services within the scope set forth in Exhibit D by submitting a Ticket to Vendor that sets forth the repair that needs to be made or the issue, error, problem or failure that requires correction and the applicable designation of severity (each, a “Maintenance ServicesTicket”) as described herein. ). Vendor shall (i) Planned Maintenance Services shall be identified in the Annual Maintenance Plan and shall consist of the following (“Planned Maintenance Services”): (1) Periodic inspection, testing, and monitoring of the Transmission Facilities, Leased Site and Structural Improvements; (2) At the Substation Upgrade Facilities, activities required by the Sugar Loaf 345 kV Substation Stormwater Prevention Pollution Plan (SWPPP), the Sugar Loaf 345 kV Substation Spill Prevention, Control and Countermeasure Plan (SPCC), NERC standards, NPCC requirements, and any other activities required by regulators or applicable Law; (3) Scheduling and conducting preventive and corrective maintenance respond to all Tickets in accordance with Section 2.08 of the Transco/NYISO Operating Agreement; (4) Compiling requirements set forth in Exhibit E and maintaining records and reports related to preventive and corrective maintenance activities; and (5) Performing vegetation management or other work related to maintaining the Leased Site as required of Owner pursuant to the Lease. (ii) Unplanned Maintenance Services are Maintenance Services that are not identified Resolve all Tickets in the Annual Maintenance Plan but are required to be performed pursuant to Good Utility Practice (the “Unplanned Maintenance Services”) and may consist of the following: (1) Repairing of damaged Transmission Facilities that are not in the Annual Maintenance Plan but may compromise safety or reliability if unaddressed; (2) Conducting any Remediation, restoration or corrective action in connection with any Release or compliance with Environmental Law, in each case, to the extent attributable caused by or directly relating to the Transmission Facilities; (iii) Performing such other actions that are incidental to the foregoing or otherwise necessary to comply with applicable Law, including Environmental Law, or as Owner and Provider shall mutually agree. Any request by Owner or Provider for additional maintenance services shall be made by delivery of a work order in the form set forth as Exhibit E attached hereto. Prior to performing any Substantial Unplanned Maintenance Service, Provider shall, to the extent practicable, provide Owner with a description of the Substantial Unplanned Maintenance Service that it proposes to undertake, the resources needed to carry out the work, a schedule for the work, a good faith estimated cost to perform that work and a list of Transmission Facilities that will be the subject of an outage and the duration of such outage. Provider shall proceed accordance with the Substantial Unplanned Maintenance Service only following written receipt of approval from Owner, except to the extent otherwise required by applicable Law (including Environmental Law). All Substantial Unplanned Maintenance Service shall be requirements set forth in a work order in Exhibit E and with the form Ticketing service levels and response requirements set forth on Exhibit E attached hereto(the “Ticketing SLAs”). Provider Verizon shall develop a process to notify Vendor of each Ticket and notify Vendor of Tickets on a regular basis, provided the initial process of notification shall be responsible via email. For urgent issues, Verizon may notify Vendor via email, telephone or such other means as the Parties may agree to in writing. The Parties shall also meet regularly and work in good faith to continue to develop a process for scheduling the ticketing systems. 12.4 With respect to any Service Affecting Defects, Vendor shall respond and begin making commercially reasonable efforts to effect required corrections or replacement within [***] of: ​ (i) Verizon’s notification by submission of a Ticket to Vendor of any Service Affecting Defect; or ​ (ii) the date and time that Vendor becomes aware of a Service Affecting Defect if not notified by Verizon. ​ With respect to any Non-Service Affecting Defects, Vendor shall respond and begin making commercially reasonable efforts to effect required corrections or replacement within [***] of: ​ (i) Verizon’s notification by submission of a Ticket to Vendor of any Non-Service Affecting Defect; or ​ (ii) the date and time that Vendor becomes aware of a Non-Service Affecting Defect if not notified by Verizon. ​ In the event that Vendor becomes aware of any Service Affecting Defect or Non-Service Affecting Defect, Vendor shall immediately notify Verizon of such defect (which may be done by Vendor opening a Ticket) so that Verizon can issue a Ticket to Vendor with NYISO respect thereto. ​ With respect to all other Tickets, Vendor shall respond as soon as reasonably practicable. ​ ​ ​ Vendor shall diligently pursue the work corrections required pursuant to the Tickets issued in accordance with this Section 12.4 until Resolution of the defect, issue, error, problem or failure, the timing of which is subject to the requirements set forth in Exhibit E. ​ 12.5 Vendor shall monitor the status of cycle times (from the time of the submission to the time of Resolution) of Tickets directed to Vendor by Verizon and shall maintain detailed monthly reports specifying such performance against the requirement set forth in Exhibit E, including the Ticketing SLAs. The Ticketing SLAs shall be measured in accordance with Exhibit E on a monthly basis and a detailed written report specifying such performance shall be delivered to Verizon within [***]days of written request to Vendor by Verizon. ​ 12.6 If Vendor fails to meet the requirements set forth in Exhibit E, as measured in accordance with Exhibit E, Vendor shall cure such breach as soon as reasonably possible. Vendor shall provide Verizon with a plan for improving Vendor’s performance to ensure that Vendor meets Ticketing SLAs in the future, which plan shall be reviewed and approved by Verizon. In the event that any failure to meet a Ticketing SLA is caused by any Force Majeure Event, it shall not be considered to be a breach of Agreement or eligible for any service credits pursuant to this Agreement. ​ 12.7 Verizon may provide Vendor with Verizon-generated reports for the purpose of identifying any network performance issues that Vendor is required to be performed by Provider address under the terms of this Agreement. Vendor will implement any reasonable confidentiality and security measures, as defined in connection with Maintenance the Agreement, regarding such access to Verizon information. Without limiting the foregoing, Verizon will provide Vendor with: ​ (a) [***]; and ​ (b) [***]. ​ 12.8 In addition to the foregoing, in the event of a Service Outage at a Cell Site or in the event that Vendor is unable to restore a portion of the Services at a Cell Site as required hereunder, Vendor will issue credit to Verizon as set forth in Exhibit E. Any credit(s) shall appear on the next monthly invoice or as otherwise agreed to by Section 2.08 the Parties. If a Service Outage occurs after the fifteenth (15th) of the Transco/NYISO Operating Agreementmonth, the credit may appear on the second month’s invoice after the Service Outage. Credits for Service Outages occurring in the last month of any Service are payable to Verizon within thirty (30) days after termination of such Service. Credit documentation in the monthly invoice shall include the date of Service Outage and the number of hours and/or minutes of the Service Outage. No credit shall apply to the extent such Service Outage was the result of either a Force Majeure, as set forth in Section 26, or was solely caused by the acts or omissions of Verizon. ​ 12.9 Vendor will use reasonable commercial efforts to notify Verizon no less than [***] prior to any Planned Service Outage. Failure to provide written notice of the rejection of the Planned Service Outage within [***] of receipt, shall be deemed approved by Verizon. The Planned Service Outage will have a specified beginning and an anticipated ending ​ time and will describe the scope of impacted Services to occur during the Planned Service Outage period. To the extent the Planned Service Outage will have a material impact on Verizon the Parties will mutually agree on a timetable for the Planned Service Outage. When performing activities at a Verizon location, Vendor shall provide a documented method of procedure that shall include detailed job description, detailed back out procedure, detailed testing procedures, and any alarm testing required. ​ 12.10 Vendor will use commercially reasonable efforts to promptly notify Verizon of any emergency Service Outage within [***] hours after such emergency Service Outage. ​ 12.11 [***] ​ 12.12 Notwithstanding the foregoing, Verizon shall not be required to broadcast or transmit on the Verizon Spectrum at any Cell Site(s) and may, at any time and in its sole discretion, suspend any broadcasting or transmission for such duration as determined by Verizon [***].

Maintenance Services. Provider Excepting only those obligations for which Landlord is expressly responsible pursuant to this section, Tenant will, throughout the Term and at its sole cost, keep and maintain the interior of the Premises and all fixtures and equipment located therein, including, without limitation, carpeting, wall-covering, doors, plumbing and other fixtures, and any alterations performed for the benefit of the Premises, clean safe and in good working order, condition and repair and make all necessary repairs and replacements thereto, including, without limitation, replacing all interior broken glass with glass of the same size and quality as that broken and maintain all systems or portions of systems exclusively serving the Premises including, without limitation, electrical, mechanical, plumbing and heating, ventilating and air conditioning systems. All repairs and replacements required of Tenant in connection herewith shall performbe of a quality and class at least equal to the minimum building standards established by Landlord and shall be done in a good and workmanlike manner in compliance with all applicable laws and the terms and conditions of this Lease. If Tenant fails to maintain the Premises in compliance with the terms hereof, Landlord shall have the right after written notice to do such acts and expend such funds at the expense of Tenant as are reasonably required and Tenant shall reimburse Landlord for the cost thereof as Additional Rent within [***] ([***]) business days after written demand. In the event Tenant shall request that it be allowed to consume, or cause actually does consume electrical services in excess of that so determined by Landlord to be performedreasonable for office use, Planned Maintenance Services Landlord may require that upgraded supply facilities, panels and/or sub-meters be installed at Tenant’s expense. Tenant agrees not to connect with water pipes any apparatus using water without consent of Landlord. Tenant shall not be permitted to install any equipment causing a floor load in excess of eighty (80) pounds per square foot. Landlord’s may, in its reasonable discretion, grant Tenant the right to exceed the floor loading capacity stated above in certain portions of the Building. Should Tenant require any additional service not provided by Landlord pursuant to this Lease, Landlord shall reasonably cooperate with Tenant to obtain such additional service and Unplanned Maintenance Services Tenant agrees to pay Landlord’s charges therefor, including a reasonable administrative fee, any taxes imposed thereon, and, where appropriate, a reasonable allowance for depreciation of any systems being used to provide such service, as Additional Rent within [***] (together[***]) days after Landlord’s written demand. Landlord will provide afterhours HVAC upon Tenant’s request subject to limitations due to reasonable maintenance and repair on such systems and Force Majeure. The current charge for after-hours HVAC usage is $[***] per hour, “Maintenance Services”subject to adjustment from time to time by Landlord but not more than [***]% per year, on a cumulative and compounded basis. If there is a tenant in the Building that will consume electricity materially beyond that of a typical office tenant, Landlord shall equitably allocate the total cost of electricity for the Building to all tenants and shall require the tenant that is consuming electricity materially beyond that of a typical office tenant to pay an increase in its electricity costs. If the Premises contains supplemental HVAC equipment which is sub metered, Tenant shall be responsible to pay the cost for the same. During the Term, Tenant shall be solely responsible for maintaining any supplemental HVAC equipment in good condition and repair at Tenant’s sole cost and expense, and Tenant shall reimburse Landlord for all electricity consumed by the supplemental HVAC equipment, as Additional Rent, within [***] ([***]) days after Tenant’s receipt of Landlord’s invoice for same. Landlord shall maintain the roof, foundation, exterior walls, structural portions of the Building, elevators, if any, any Common Areas and electrical, plumbing, mechanical and fire protection systems (subject to systems exclusive to the Premises such as described dishwashers) of the Building, the cost of which shall be included as a part of Operating Expenses, provided that Landlord shall have no obligation to make any repairs unless Landlord has first received written notice of the need for such repairs from Tenant. Notwithstanding the foregoing and subject to the terms herein. , any damage to the Property occasioned by the negligence or willful act of Tenant or any person claiming under Tenant, or contractors, agents, employees, invitees or visitors of Tenant or any such person, shall be repaired by and at the sole expense of Tenant, except that Landlord shall have the right, at its sole option, to make such repairs and to charge Tenant for all costs and expenses incurred in connection therewith and Tenant shall pay the cost therefor as Additional Rent within [***] ([***]) days after Landlord’s written demand. Landlord shall not be responsible to maintain any additional air conditioning equipment particular to the Premises, such as air conditioning units located in a computer room or other utility area, or for any plumbing particular to the Premises, such as a break room or restroom located within the Premises. In addition to the foregoing, during normal hours of operation of the Building throughout the Term, Landlord shall provide: (i) Planned Maintenance Services shall be identified in reasonable quantities of electricity for the Annual Maintenance Plan and shall consist of the following (“Planned Maintenance Services”): (1) Periodic inspection, testing, and monitoring of the Transmission Facilities, Leased Site and Structural Improvements; (2) At the Substation Upgrade Facilities, activities required by the Sugar Loaf 345 kV Substation Stormwater Prevention Pollution Plan (SWPPP), the Sugar Loaf 345 kV Substation Spill Prevention, Control and Countermeasure Plan (SPCC), NERC standards, NPCC requirements, and any other activities required by regulators or applicable Law; (3) Scheduling and conducting preventive and corrective maintenance in accordance with Section 2.08 of the Transco/NYISO Operating Agreement; (4) Compiling and maintaining records and reports related to preventive and corrective maintenance activitiescommon areas; and (5) Performing vegetation management or other work related to maintaining the Leased Site as required of Owner pursuant to the Lease. (ii) Unplanned Maintenance Services are Maintenance Services that are not identified in the Annual Maintenance Plan but are required to be performed pursuant to Good Utility Practice (the “Unplanned Maintenance Services”) and may consist of the following: (1) Repairing of damaged Transmission Facilities that are not in the Annual Maintenance Plan but may compromise safety or reliability if unaddressed; (2) Conducting any Remediation, restoration or corrective action in connection with any Release or compliance with Environmental Law, in each case, to the extent attributable caused by or directly relating to the Transmission Facilities; electricity for Tenant’s normal office use; (iii) Performing heating, ventilation and air conditioning as required in Landlord’s reasonable judgment for the comfortable use and occupancy of the Premises during the normal hours of operation of the Building; (iv) building standard window washing and janitorial services; (v) water for drinking, cleaning and restroom purposes only, and (vi) such other actions that services as Landlord reasonably determines are incidental to necessary or appropriate. The normal hours of operation of the foregoing or otherwise necessary to comply with applicable Law, including Environmental Law, or as Owner and Provider shall mutually agree. Any request by Owner or Provider for additional maintenance services Building shall be made by delivery of a work order 8:00 a.m. to 6:00 p.m. on Monday through Friday (except holidays) and 9:00 a.m. to 1:00 p.m. on Saturday (except holidays). Upon Tenant’s request, Landlord shall replace Building standard bulbs and ballasts in the form set forth as Exhibit E attached hereto. Prior to performing any Substantial Unplanned Maintenance Service, Provider shall, to the extent practicable, provide Owner with a description of the Substantial Unplanned Maintenance Service that it proposes to undertake, the resources needed to carry out the work, a schedule for the work, a good faith estimated cost to perform that work and a list of Transmission Facilities that will be the subject of an outage and the duration of such outage. Provider shall proceed with the Substantial Unplanned Maintenance Service only following written receipt of approval from Owner, except to the extent otherwise required by applicable Law Premises (including Environmental Law). All Substantial Unplanned Maintenance Service shall be set forth in a work order in the form set forth on Exhibit E attached hereto. Provider shall be responsible for scheduling with NYISO the work required to be performed by Provider included in connection with Maintenance Services as required by Section 2.08 of the Transco/NYISO Operating AgreementExpenses).

Maintenance Services. Provider shall performDuring the term of this AMO Agreement and for the Monthly Payments specified herein, or cause to be performed, Planned IBM will provide Maintenance Services for the Machines included in the Base Capacity specified in Exhibit B and Unplanned for the Processors listed in Section I of Exhibit C. Maintenance Services charges are not included for the Storage Machines listed in Section II of Exhibit C. The terms governing these Maintenance Services are contained in Exhibit H of this AMO Agreement. The provisions of the following paragraph will become effective on December 31, 2003, upon expiration of the existing Extended Term Maintenance Services (togetherSpecial Option) Addendum, “effective as of January 1, 1996, (Agreement Number 996156335) between Worldspan and IBM, and will apply for the remainder of the Initial Term: IBM Customer Engineering Services will be provided for Machines covered by either an IBM Maintenance Services”) as described herein. (i) Planned Maintenance Services shall be identified Agreement or an IBM Warranty, including the Machines included in the Annual Maintenance Plan and shall consist Base Capacity under this AMO Agreement. Except as provided below, IBM will provide coverage of the following one Customer Engineer per shift on a 24 hour per day, 7-day per week basis (“Planned Maintenance Services”): (1) Periodic inspection, testing, and monitoring of the Transmission Facilities, Leased Site and Structural Improvements; (2) At the Substation Upgrade Facilities, activities required excluding holidays observed by the Sugar Loaf 345 kV Substation Stormwater Prevention Pollution Plan (SWPPPWorldspan), the Sugar Loaf 345 kV Substation Spill Prevention, Control and Countermeasure Plan (SPCC), NERC standards, NPCC requirements, and any other activities required by regulators or applicable Law; (3) Scheduling and conducting preventive and corrective maintenance in accordance with Section 2.08 of the Transco/NYISO Operating Agreement; (4) Compiling this Section. If and maintaining records and reports related to preventive and corrective maintenance activities; and (5) Performing vegetation management or other work related to maintaining the Leased Site as required of Owner pursuant to the Lease. extent that the number of full time equivalent personnel (iiFTE’s) Unplanned Maintenance Services are Maintenance Services that are not identified in the Annual Maintenance Plan but are required to be performed pursuant to Good Utility Practice for this Customer Engineer staffing exceeds an allowance (the “Unplanned Maintenance ServicesFTE Allowance”) and may consist equal to [**] FTEs more than the aggregate number of FTEs customarily [**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the following: (1) Repairing of damaged Transmission Facilities that are not in the Annual Maintenance Plan but may compromise safety or reliability if unaddressed; (2) Conducting any Remediation, restoration or corrective action in connection with any Release or compliance with Environmental LawCommission. provided by IBM, in each case, to the extent attributable caused by or directly relating to the Transmission Facilities; (iii) Performing such other actions that are incidental to the foregoing or otherwise necessary to comply accordance with applicable Law, including Environmental Law, or its normal practices as Owner and Provider shall mutually agree. Any request by Owner or Provider for additional maintenance services shall be made by delivery of a work order in the form set forth as Exhibit E attached hereto. Prior to performing any Substantial Unplanned Maintenance Service, Provider shall, to the extent practicable, provide Owner with a description of the Substantial Unplanned Maintenance Service that it proposes to undertake, the resources needed to carry out the work, a schedule for the work, a good faith estimated cost to perform that work and a list of Transmission Facilities that will be the subject of an outage and the duration of such outage. Provider shall proceed with the Substantial Unplanned Maintenance Service only following written receipt of approval from Owner, except to the extent otherwise required by applicable Law (including Environmental Law). All Substantial Unplanned Maintenance Service shall be set forth in a work order in the form set forth on Exhibit E attached hereto. Provider shall be responsible K, to maintain all the equipment installed at Worldspan’s facilities that is on IBM Maintenance or under IBM Warranty, then IBM may charge Worldspan an additional reasonable charge for scheduling with NYISO the work FTEs in addition to the Maintenance FTE Allowance required to provide this Customer Engineering staffing. However, in this event, Worldspan will have the option of declining the additional charge(s) and accepting the reduced Customer Engineering staffing provided by the Maintenance FTE Allowance. The Parties acknowledge that as Worldspan installs or deinstalls equipment that is on IBM Maintenance or under IBM Warranty, the Maintenance FTE Allowance may go up or down. However, it is anticipated that during the Initial Term, there will be performed by Provider in connection with no additional charges for the Customer Engineering staffing described above. Should Worldspan elect to ask IBM to perform additional services that would require more than one Customer Engineer per shift as provided for above, or ask those personnel to perform duties that are outside of the scope of normal Customer Engineering duties, additional charges may apply. The charges for Maintenance Services will not be changed during the Initial Term of this AMO Agreement, except as required by Section 2.08 of the Transco/NYISO Operating Agreementprovided above.

Maintenance Services. Provider 2.1 During the Term, the Supplier shall performprovide the Customer with the Maintenance Services for the Maintained Equipment at the Location. 2.2 The Supplier shall perform Preventative Maintenance of the Maintained Equipment in accordance with Service Choice Selection and any associated Special Terms as referred to on the Telecoms Maintenance & Support Agreement. 2.3 On the Customer informing the Supplier that the Maintained Equipment is malfunctioning or has failed or is otherwise not in Good Working Order, the Supplier shall use all reasonable endeavours to perform Corrective Maintenance of the Maintained Equipment within the relevant Fix Time in accordance with Service Choice Selection and any associated Special Terms as referred to on the Telecoms Maintenance & Support Agreement. 2.4 On the Customer informing the Supplier outside of Normal Business Hours that the Maintained Equipment is malfunctioning, has failed or is not in Good Working Order, the Supplier shall use all reasonable endeavours to perform Emergency Maintenance of the Maintained Equipment within the relevant Fix Time in accordance with Service Choice Selection and any associated Special Terms as specified on the Telecoms Maintenance & Support Agreement. 2.5 Emergency Maintenance shall be charged at the Additional Services Rates for each of the Supplier's personnel reasonably required to attend the Location or provide office assistance remotely. Any additional charges shall be calculated from when the personnel arrive at the Location until they leave the Locatio or for time spent for remote assistance. 2.6 In performing the Maintenance Services, the Supplier shall use all reasonable endeavours to restore any malfunctioning or failed Maintained Equipment to Good Working Order while in attendance at the Location or remotely. Where this is not reasonably practicable, or cause to be performed, Planned Maintenance Services and Unplanned Maintenance Services not reasonably practicable within Normal Business Hours (together, “Maintenance Services”) as described herein. (i) Planned Maintenance Services shall be identified in the Annual case of Preventative Maintenance Plan and shall consist of the following (“Planned Maintenance Services”): (1) Periodic inspection, testing, and monitoring of the Transmission Facilities, Leased Site and Structural Improvements; (2) At the Substation Upgrade Facilities, activities required by the Sugar Loaf 345 kV Substation Stormwater Prevention Pollution Plan (SWPPPCorrective Maintenance), the Sugar Loaf 345 kV Substation Spill PreventionSupplier shall either arrange for a further visit to the Location or further remote work within Normal Business Hours to complete the repair, Control and Countermeasure Plan (SPCC), NERC standards, NPCC requirements, and any other activities required by regulators or applicable Law; (3) Scheduling and conducting preventive and corrective maintenance in accordance with Section 2.08 remove the Maintained Equipment or part of the Transco/NYISO Operating Agreement;Maintained Equipment for repair off-site. (4) Compiling 2.7 The Supplier shall procure that its personnel shall, while on site at the Location, comply with the Customer's reasonable health and maintaining records safety and reports related to preventive and corrective maintenance activities; and (5) Performing vegetation management or other work related to maintaining the Leased Site as required of Owner pursuant security policies provided that these policies have been brought to the Leaseattention of its personnel. (ii) Unplanned Maintenance Services are Maintenance Services that are not identified in the Annual Maintenance Plan but are required to be performed pursuant to Good Utility Practice (the “Unplanned Maintenance Services”) and may consist of the following: (1) Repairing of damaged Transmission Facilities that are not in the Annual Maintenance Plan but may compromise safety or reliability if unaddressed; (2) Conducting any Remediation, restoration or corrective action in connection with any Release or compliance with Environmental Law, in each case, to the extent attributable caused by or directly relating to the Transmission Facilities; (iii) Performing such other actions that are incidental to the foregoing or otherwise necessary to comply with applicable Law, including Environmental Law, or as Owner and Provider shall mutually agree. Any request by Owner or Provider for additional maintenance services shall be made by delivery of a work order in the form set forth as Exhibit E attached hereto. Prior to performing any Substantial Unplanned Maintenance Service, Provider shall, to the extent practicable, provide Owner with a description of the Substantial Unplanned Maintenance Service that it proposes to undertake, the resources needed to carry out the work, a schedule for the work, a good faith estimated cost to perform that work and a list of Transmission Facilities that will be the subject of an outage and the duration of such outage. Provider shall proceed with the Substantial Unplanned Maintenance Service only following written receipt of approval from Owner, except to the extent otherwise required by applicable Law (including Environmental Law). All Substantial Unplanned Maintenance Service shall be set forth in a work order in the form set forth on Exhibit E attached hereto. Provider shall be responsible for scheduling with NYISO the work required to be performed by Provider in connection with Maintenance Services as required by Section 2.08 of the Transco/NYISO Operating Agreement.

Maintenance Services. Provider A. The Maintenance Fee shall perform, or cause to be performed, Planned Maintenance Services and Unplanned Maintenance Services (together, “cover the following Maintenance Services”) : i. Periodic preventive maintenance as described herein. (i) Planned Maintenance Services shall be identified set forth in the Annual Maintenance Plan Schedule C; ii. Repair, including necessary replacement parts, of any Equipment which is inoperative or malfunctioning due to normal wear and shall consist of the following (“Planned Maintenance Services”): (1) Periodic inspection, testing, and monitoring of the Transmission Facilities, Leased Site and Structural Improvements; (2) At the Substation Upgrade Facilities, activities required by the Sugar Loaf 345 kV Substation Stormwater Prevention Pollution Plan (SWPPP), the Sugar Loaf 345 kV Substation Spill Prevention, Control and Countermeasure Plan (SPCC), NERC standards, NPCC requirements, and any other activities required by regulators or applicable Law; (3) Scheduling and conducting preventive and corrective maintenance in accordance with Section 2.08 of the Transco/NYISO Operating Agreement; (4) Compiling and maintaining records and reports related to preventive and corrective maintenance activitiestear; and (5) Performing vegetation management or other work related to maintaining the Leased Site iii. Provision of Parts as required of Owner pursuant to the Lease. (ii) Unplanned Maintenance Services are Maintenance Services that are not identified in the Annual Maintenance Plan but are required to be performed pursuant to Good Utility Practice (the “Unplanned Maintenance Services”) and may consist of the following: (1) Repairing of damaged Transmission Facilities that are not in the Annual Maintenance Plan but may compromise safety or reliability if unaddressed; (2) Conducting any Remediation, restoration or corrective action in connection with any Release or compliance with Environmental Law, in each case, to the extent attributable caused by or directly relating to the Transmission Facilities; (iii) Performing such other actions that are incidental to the foregoing or otherwise necessary to comply with applicable Law, including Environmental Law, or as Owner and Provider shall mutually agree. Any request by Owner or Provider for additional maintenance services shall be made by delivery of a work order in the form set forth as Exhibit E attached hereto. Prior to performing any Substantial Unplanned Maintenance Service, Provider shall, to the extent practicable, provide Owner with a description of the Substantial Unplanned Maintenance Service that it proposes to undertake, the resources needed to carry out the work, a schedule for the work, a good faith estimated cost to perform that work and a list of Transmission Facilities that will be the subject of an outage and the duration of such outage. Provider shall proceed with the Substantial Unplanned Maintenance Service only following written receipt of approval from Owner, except to the extent otherwise required by applicable Law (including Environmental Law). All Substantial Unplanned Maintenance Service shall be set forth in a work order in the form set forth on Exhibit E attached hereto. Provider Schedule B. EOISI shall be responsible for scheduling with NYISO arranging factory reconditioning and replacement of parts and/or Equipment. B. The following services are NOT covered by the Maintenance Fee: i. Electrical work required external to the Equipment; ii. Repair of damage to or replacement of Parts for Equipment resulting from failure of electrical power or air conditioning; iii. Repair or replacement of Parts for Equipment damaged by catastrophe or accident; or for damage resulting from neglect or misuse of Equipment by Customer, as determined by EOISI in its sole and absolute discretion; or for damage resulting from modification, repair or reinstallation of Equipment unauthorized by EOISI, which authorization shall not be unreasonably withheld; iv. Any system or operational malfunction or failure attributable to Equipment other than identified in Schedule A; v. Relocation or reinstallation of the Equipment; vi. Services requested to be performed outside the Regular Service Hours, except as provided in Schedule C. vii. Preventative maintenance and cleaning to cameras. C. EOISI may, upon request by Provider in connection with Customer, perform services and provide parts that are not included as Maintenance Services within this Agreement. Such services and parts shall be provided at EOISI's standard rates for labor and parts in effect at the time such services are performed. Labor charges shall include travel time portal to portal, and shall be computed to the nearest one-half (1/2) hour. Travel expenses shall be billed to Customer at EOISI's then current rates and terms or, if commercial transportation is used, at actual cost. Other travel expenses, including but not limited to per diem, lodging, parking and tolls, shall be billed to Customer as required incurred. D. Title to all Equipment and Parts provided to Customer under this Agreement shall pass to Customer upon completion of repairs and/or maintenance performed by Section 2.08 EOISI pursuant to this Agreement. Any defective or replaced parts or Equipment shall become the property of EOISI. E. Customer shall perform routine maintenance such as keeping the Transco/NYISO Operating AgreementEquipment clean and replacing printer ribbons and/or cartridges. Customer shall not attempt major maintenance or Equipment repair. Customer shall maintain an appropriate physical environment for the Equipment.

Maintenance Services. Provider Consistent with the provisions of Section 6.04 below, Tenant shall performmaintain or otherwise be responsible for, or cause to be performedat Tenant’s sole cost and expense, Planned Maintenance Services and Unplanned Maintenance Services (together, “Maintenance Services”) as described herein. the following items: (i) Planned the landscaping (including without limiting to gardening, tree trimming, replacement or repair of landscaping, landscape irrigation systems, gopher control and similar items) located at the Property; (ii) association dues, if any; (iii) utilities for the landscaped areas (including, without limitation, utilities for landscape watering and lighting); and (iv) sweeping, cleaning, repairing, resurfacing and repaving of driveways, parking areas, yard areas, load areas and other outdoor paved or covered surfaces and/or roads located at the Property. With respect to the above maintenance items located in the Perimeter Maintenance Services Area (defined below), Tenant’s obligations under this Section 4.05 shall be identified in discharged according to customary standards for the Annual Maintenance Plan Project and shall consist to Landlord’s reasonable satisfaction. With respect to the maintenance items described above, but only to the extent located outside of the following enclosed wall to be constructed by Tenant around the Building at the Property (the “Planned Perimeter Maintenance ServicesArea”): (1) Periodic inspection, testing, and monitoring of the Transmission Facilities, Leased Site and Structural Improvements; (2) At the Substation Upgrade Facilities, activities required by the Sugar Loaf 345 kV Substation Stormwater Prevention Pollution Plan (SWPPP), if Landlord reasonably determines that Tenant has failed to maintain the Sugar Loaf 345 kV Substation Spill Prevention, Control and Countermeasure Plan (SPCC), NERC standards, NPCC requirements, and any other activities Property as required by regulators or applicable Law; (3) Scheduling and conducting preventive and corrective maintenance above in accordance with the Project’s customary standards, by written notice to Tenant of its election to perform such work itself Landlord may assume responsibility for such work. In connection with Xxxxxxxx’s assumed obligations under this Section 2.08 4.05, Landlord may enter into a contract with a contractor/maintenance provider of Landlord’s choice to provide some (but not necessarily all) of the Transco/NYISO Operating Agreement; (4) Compiling and maintaining records and reports related maintenance services listed above for the Perimeter Maintenance Area. In the event Landlord elects to preventive and corrective assume the maintenance activities; and (5) Performing vegetation management or other work related to maintaining the Leased Site as required of Owner pursuant obligations described above with respect to the Lease. Perimeter Maintenance Area, Landlord shall have the right to collect monthly from Tenant, as Additional Rent, an administrative fee equal to fifteen percent (15%) of the monthly cost of the maintenance work. In the event Landlord elects to assume the maintenance obligations described above with respect to the Perimeter Maintenance Area, (i) Tenant shall pay to Landlord, as Additional Rent, within ten (10) days after demand, the cost for the above-referenced maintenance services, and (ii) Unplanned Maintenance Services are Maintenance Services that are not identified in the Annual Maintenance Plan but are required Tenant agrees to be performed pursuant pay monthly to Good Utility Practice Landlord, as Additional Rent, an amount (the “Unplanned Monthly Maintenance ServicesFee”) for the routine landscaping and may consist sweeping and cleaning of the following: (1) Repairing Property’s outdoor paved areas located within the Perimeter Maintenance Area. Tenant shall make such payment together with Tenant’s monthly Base Rent payment. It is the understanding of damaged Transmission Facilities the parties that are not the Monthly Maintenance Fee only pertains to routine duties and that Landlord may incur similar expenses in the Annual Maintenance Plan but may compromise safety or reliability if unaddressed; (2) Conducting any Remediation, restoration or corrective action in connection with any Release or compliance with Environmental Law, in each case, addition to the extent attributable caused by or directly relating to the Transmission Facilities; (iii) Performing such other actions that are incidental to the foregoing or otherwise necessary to comply with applicable Law, including Environmental Law, or as Owner and Provider shall mutually agree. Any request by Owner or Provider for additional maintenance services shall be made by delivery of a work order Monthly Maintenance Fee in the form meeting its assumed obligations set forth as Exhibit E attached hereto. Prior to performing any Substantial Unplanned Maintenance Service, Provider shall, to the extent practicable, provide Owner with a description of the Substantial Unplanned Maintenance Service that it proposes to undertake, the resources needed to carry out the work, a schedule for the work, a good faith estimated cost to perform that work and a list of Transmission Facilities that will be the subject of an outage and the duration of such outage. Provider shall proceed with the Substantial Unplanned Maintenance Service only following written receipt of approval from Owner, except to the extent otherwise required by applicable Law (including Environmental Law). All Substantial Unplanned Maintenance Service shall be set forth in a work order in the form set forth on Exhibit E attached hereto. Provider shall be responsible for scheduling with NYISO the work required to be performed by Provider in connection with Maintenance Services as required by Section 2.08 of the Transco/NYISO Operating Agreementabove.

Maintenance Services. Provider PAETEC shall perform, or cause to be performed, Planned Maintenance Services provide routine diagnostic and Unplanned Maintenance Services maintenance services (together, the “Maintenance Services”) on the Equipment, as described hereinfollows: (a) In the event that Customer is experiencing a problem with the Equipment, Customer shall be required to call PAETEC Customer Service at 0.000.000.0000 and open a trouble ticket. PAETEC shall respond to Customer’s request via telephone or email within four (4) business hours. Customer shall be required to provide a telephone line plus modem at the location where the Equipment is housed to enable PAETEC to provide remote support. If the problem cannot be identified and resolved per the terms of this Schedule via remote support, PAETEC will dispatch a technician or Project Engineer to the Customer’s location during normal business hours. (ib) Planned Maintenance Services PAETEC shall use all commercially reasonable efforts to identify and correct the problem with the Equipment. The Service does not include upgrading software versions or fixing or arranging to have equipment fixed. If the Equipment cannot be identified in the Annual Maintenance Plan fixed and shall consist none of the following exclusions in Section (“Planned Maintenance Services”):e) below apply, PAETEC shall replace the defective equipment with either new or reconditioned equipment. (1c) Periodic inspectionPAETEC WARRANTS THAT THE SERVICES TO BE PROVIDED UNDER THIS SCHEDULE WILL BE PERFORMED IN A TIMELY AND WORKMANLIKE MANNER, testing, and monitoring of the Transmission Facilities, Leased Site and Structural Improvements;USING ONLY QUALIFIED TECHNICIANS FAMILIAR WITH THE EQUIPMENT AND ITS OPERATION. PAETEC MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THIS SCEHDULE OR THE MATERIALS OR SERVICES CONTEMPLATED HEREUNDER. PAETEC MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE EQUIPMENT. (2d) At Services may be provided by a PAETEC affiliate or subcontractor. (e) If persons other than those employed by PAETEC shall repair, modify or perform any maintenance service on any Equipment, or if Customer fails to maintain the Substation Upgrade Facilities, activities required by Equipment in accordance with the Sugar Loaf 345 kV Substation Stormwater Prevention Pollution Plan (SWPPP), the Sugar Loaf 345 kV Substation Spill Prevention, Control and Countermeasure Plan (SPCC), NERC standards, NPCC manufacturer’s requirements, and any other activities as a result of either of the foregoing, further maintenance services by PAETEC are required by regulators to restore the Equipment to good operating condition or applicable Law;the Equipment needs to be replaced, such further maintenance services or replacement Equipment charges shall be billed to Customer at PAETEC’s then current time and materials rate. Note: Equipment must be in operation at the same location as the service address for network Services. Customer must notify PAETEC in the event that Customer re-locates the Equipment to another facility. PAETEC shall use reasonable efforts to provide the Services at the new location, but has the right to terminate this Schedule without liability if the Equipment is relocated to a facility outside of the PAETEC serving area. (3f) Scheduling and conducting preventive and corrective PAETEC may perform scheduled network maintenance during a maintenance window of 12:00 a.m. CST to 6:00 a.m. CST. PAETEC may also perform unscheduled network maintenance that may result in a brief service interruption. PAETEC will give advance notification of unscheduled interruptions whenever reasonably possible. Any PAETEC liability resulting from an unscheduled Service interruption will be determined in accordance with Section 2.08 of the Transco/NYISO Operating Agreement; (4) Compiling and maintaining records and reports related to preventive and corrective maintenance activities; and (5) Performing vegetation management or other work related to maintaining the Leased Site as required of Owner pursuant to the Lease. (ii) Unplanned Maintenance Services are Maintenance Services that are not identified in the Annual Maintenance Plan but are required to be performed pursuant to Good Utility Practice (the “Unplanned Maintenance Services”) and may consist of the following: (1) Repairing of damaged Transmission Facilities that are not in the Annual Maintenance Plan but may compromise safety or reliability if unaddressed; (2) Conducting any Remediation, restoration or corrective action in connection with any Release or compliance with Environmental Law, in each case, to the extent attributable caused by or directly relating to the Transmission Facilities; (iii) Performing such other actions that are incidental to the foregoing or otherwise necessary to comply with applicable Law, including Environmental Law, or as Owner and Provider shall mutually agree. Any request by Owner or Provider for additional maintenance services shall be made by delivery of a work order in the form set forth as Exhibit E attached hereto. Prior to performing any Substantial Unplanned Maintenance Service, Provider shall, to the extent practicable, provide Owner with a description of the Substantial Unplanned Maintenance Service that it proposes to undertake, the resources needed to carry out the work, a schedule for the work, a good faith estimated cost to perform that work and a list of Transmission Facilities that will be the subject of an outage and the duration of such outage. Provider shall proceed with the Substantial Unplanned Maintenance Service only following written receipt of approval from Owner, except to the extent otherwise required by applicable Law (including Environmental Law). All Substantial Unplanned Maintenance Service shall be set forth in a work order in the form set forth on Exhibit E attached hereto. Provider shall be responsible for scheduling with NYISO the work required to be performed by Provider in connection with Maintenance Services as required by Section 2.08 of the Transco/NYISO Operating governing Agreement.

Maintenance Services. Provider PAETEC shall perform, or cause to be performed, Planned Maintenance Services provide routine diagnostic and Unplanned Maintenance Services maintenance services (together, the “Maintenance Services”) on the Equipment, as described hereinfollows: (a) In the event that Customer is experiencing a problem with the Equipment, Customer shall be required to call PAETEC and open a trouble ticket. PAETEC shall respond to Customer’s request via telephone or email within four (4) business hours. Customer shall be required to provide a telephone line plus modem at the location where the Equipment is housed to enable PAETEC to provide remote support. If the problem cannot be identified and resolved per the terms of this Schedule via remote support, PAETEC will dispatch a technician or Project Engineer to the Customer’s location during normal business hours. (ib) Planned Maintenance Services PAETEC shall use all commercially reasonable efforts to identify and correct the problem with the Equipment. The Service does not include upgrading software versions. If the Equipment cannot be identified in the Annual Maintenance Plan fixed and shall consist none of the following exclusions in Section (“Planned Maintenance Services”):e) below apply, PAETEC shall replace the defective equipment with either new or reconditioned equipment. (1c) Periodic inspectionPAETEC WARRANTS THAT THE SERVICES TO BE PROVIDED UNDER THIS SCHEDULE WILL BE PERFORMED IN A TIMELY AND WORKMANLIKE MANNER, testing, and monitoring of the Transmission Facilities, Leased Site and Structural Improvements;USING ONLY QUALIFIED TECHNICIANS FAMILIAR WITH THE EQUIPMENT AND ITS OPERATION. PAETEC MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THIS SCHEDULE OR THE MATERIALS OR SERVICES CONTEMPLATED HEREUNDER. PAETEC MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE EQUIPMENT. (2d) At Services may be provided by a PAETEC affiliate or subcontractor. (e) If persons other than those employed by PAETEC shall repair, modify or perform any maintenance service on any Equipment, or if Customer fails to maintain the Substation Upgrade Facilities, activities required by Equipment in accordance with the Sugar Loaf 345 kV Substation Stormwater Prevention Pollution Plan (SWPPP), the Sugar Loaf 345 kV Substation Spill Prevention, Control and Countermeasure Plan (SPCC), NERC standards, NPCC manufacturer’s requirements, and any other activities required by regulators or applicable Law; (3) Scheduling and conducting preventive and corrective maintenance in accordance with Section 2.08 as a result of either of the Transco/NYISO Operating Agreement; (4) Compiling and maintaining records and reports related to preventive and corrective foregoing, further maintenance activities; and (5) Performing vegetation management or other work related to maintaining the Leased Site as required of Owner pursuant to the Lease. (ii) Unplanned Maintenance Services are Maintenance Services that are not identified in the Annual Maintenance Plan but services by PAETEC are required to restore the Equipment to good operating condition or the Equipment needs to be performed pursuant replaced, such further maintenance services or replacement Equipment charges shall be billed to Good Utility Practice (Customer at PAETEC’s then current time and materials rate. Note: Equipment must be in operation at the “Unplanned Maintenance same location as the service address for network Services”) and may consist . Customer must notify PAETEC in the event that Customer re-locates the Equipment to another facility. PAETEC shall use reasonable efforts to provide the Services at the new location, but has the right to terminate this Schedule without liability if the Equipment is relocated to a facility outside of the following: (1) Repairing of damaged Transmission Facilities that are not in the Annual Maintenance Plan but may compromise safety or reliability if unaddressed; (2) Conducting any Remediation, restoration or corrective action in connection with any Release or compliance with Environmental Law, in each case, to the extent attributable caused by or directly relating to the Transmission Facilities; (iii) Performing such other actions that are incidental to the foregoing or otherwise necessary to comply with applicable Law, including Environmental Law, or as Owner and Provider shall mutually agree. Any request by Owner or Provider for additional maintenance services shall be made by delivery of a work order in the form set forth as Exhibit E attached hereto. Prior to performing any Substantial Unplanned Maintenance Service, Provider shall, to the extent practicable, provide Owner with a description of the Substantial Unplanned Maintenance Service that it proposes to undertake, the resources needed to carry out the work, a schedule for the work, a good faith estimated cost to perform that work and a list of Transmission Facilities that will be the subject of an outage and the duration of such outage. Provider shall proceed with the Substantial Unplanned Maintenance Service only following written receipt of approval from Owner, except to the extent otherwise required by applicable Law (including Environmental Law). All Substantial Unplanned Maintenance Service shall be set forth in a work order in the form set forth on Exhibit E attached hereto. Provider shall be responsible for scheduling with NYISO the work required to be performed by Provider in connection with Maintenance Services as required by Section 2.08 of the Transco/NYISO Operating AgreementPAETEC serving area.