Common use of Resources and Facilities Clause in Contracts

Resources and Facilities. a) To enable ISSC to provide the Services, Flagstar agrees: (i) To provide, at no charge to ISSC, the use of the Flagstar Provided Hardware, the Data Center and such additional space as may be reasonably necessary for the performance of that portion of the Services performed with the Flagstar Provided Hardware and the Flagstar Software. This obligation includes the provision of reasonable office space, storage space, analog telephone capability (but excluding long-distance telephone charges, for which Flagstar will be reimbursed by ISSC), office support services (e.g., janitorial and security) office supplies and office furniture as agreed by the Parties. Flagstar shall be responsible for ensuring such Flagstar facilities provide for a safe working environment, including compliance with applicable laws and regulations. ISSC shall fully cooperate with Flagstar to ensure a safe working environment is maintained and shall take no action that will compromise such safety of such working environment or violate such laws and regulations. (ii) To provide at the Data Center and related Flagstar facilities provided to ISSC as set forth in Section 4.3(a), all heat, light, power, air conditioning, UPS and such other similar utilities as may reasonably be necessary for ISSC to perform the Services. (iii) To provide access to Flagstar parking (if any) facilities for ISSC employees. The use by ISSC of the Flagstar Data Center and other Flagstar facilities and resources described in this Section 4.3 does not constitute or create a leasehold interest. When the Flagstar Provided Hardware, the Data Center and other facilities and resources provided by Flagstar to ISSC to provide and deliver the Services are no longer deemed necessary to perform the Services, Flagstar's obligations set forth in this Section with respect to each such item of resources shall terminate. b) Except as provided in Section 4.3(a), ISSC will have the responsibility and obligation to provide all resources (including, without limitation, personnel, hardware, software, facilities, services and other items, however described) necessary or appropriate for ISSC to provide, perform and deliver the Services as described in this Agreement. c) In addition to the Affected Employees, ISSC will provide and have on site its Project Executive prior to the Commencement Date and for the duration of the Term, and will timely provide additional trained and qualified personnel as necessary or appropriate to facilitate and ensure the timely and proper definition, provision, performance and delivery of the Services in accordance with this Agreement. d) Upon twelve (12) months prior written notice to ISSC, Flagstar may move ISSC from the Data Center to an alternate Flagstar facility or terminate the use by ISSC of Flagstar facilities for the location and operation of the Data Center. In either of these events, ISSC and Flagstar shall cooperate in good faith to adjust the fees paid by Flagstar for the Services in a fair and equitable manner in order to reflect any increased costs to ISSC, including, without limitation, costs of relocation, new space fit-up and other increases in costs experienced by ISSC as a result of the relocation, all based on relocation space of a kind and quality comparable to the Data Center. If such change of locations shall interfere with ISSC's ability to perform the Services in accordance with the Performance Standards and Minimum Service Levels, ISSC shall provide to Flagstar a report regarding the impact of such change of location to Flagstar within three (3) months after receipt of such notice from Flagstar. If such change of location shall interfere with ISSC's ability to perform the Services in accordance with the Performance Standards and Minimum Service Levels, ISSC shall be relieved of such performance obligations to the extent caused by such change in location. e) ISSC will have the right to change the location of the ISSC activities associated with the Services with the prior written consent of Flagstar, which consent shall not be unreasonably withheld. Among the factors Flagstar may consider in determining whether to grant any such consent, Flagstar may consider whether any and all changes in the location of such ISSC activities may result (i) in a reduction of ISSC's ability to perform the Services and the Business and Information Systems Plan; (ii) in any reduced accessibility to ISSC and/or the Services by the Flagstar Group; (iii) in any deterioration of the Services; and (iv) in any additional cost to Flagstar.

Resources and Facilities. (a) To enable ISSC EDS to provide the Services, Flagstar agrees: (i) To provide, at no charge Equifax may agree under a Transaction Document to ISSC, the use provide [*] of the Flagstar Equifax Provided Hardware, the Equifax Provided Office Furnishings, Data Center and other Equifax facilities and offices services such additional space as may be reasonably necessary reasonable telephone services already subscribed to by Equifax for the performance sole purpose of that portion of providing and performing the Services performed with covered by the Flagstar Transaction Document for the Equifax Group. Equifax Provided Hardware Hardware, Equifax Provided Office Furnishings, Data Center and the Flagstar Software. This obligation includes the provision of reasonable office space, storage space, analog telephone capability (but excluding long-distance telephone charges, for which Flagstar other facilities will be reimbursed by ISSC), office support services (e.g., janitorial provided "AS IS". EDS shall have inspected such equipment and security) office supplies facilities and office furniture as agreed by determined that the Partiesprovided items meet EDS's need. Flagstar Equifax shall not be responsible to EDS for ensuring such Flagstar Equifax Provided Hardware, Equifax Provided Office Furnishings, Data Center and other facilities provide for a safe working environment, including compliance with applicable laws and regulations. ISSC EDS shall fully cooperate with Flagstar to ensure a safe working environment is maintained maintain the Equifax Provided Hardware, Equifax Provided Office Furnishings and Acquired Customer Hardware. EDS shall take no action that will compromise such the safety of such the working environment that includes the Equifax Provided Hardware, Equifax Provided Office Furnishings, Data Center, Acquired Customer Hardware and other facilities provided by Equifax to EDS, or violate such the laws and regulations. (ii) To provide at regulations applicable thereto. When the Data Center and related Flagstar facilities provided to ISSC as set forth in Section 4.3(a)Equifax Provided Hardware, all heatEquifax Provided Office Furnishings, light, power, air conditioning, UPS and such other similar utilities as may reasonably be necessary for ISSC to perform the Services. (iii) To provide access to Flagstar parking (if any) facilities for ISSC employees. The use by ISSC of the Flagstar Data Center and other Flagstar Equifax facilities and resources described in this Section 4.3 does not constitute or create a leasehold interest. When the Flagstar Provided Hardware, the Data Center and other facilities and resources provided by Flagstar to ISSC to provide and deliver the Services office services are no longer deemed necessary to perform the Services, FlagstarEquifax's obligations set forth in this Section ------- 3.5 and in any Transaction Document with respect to each such item of --- resources shall terminate. (b) The use by EDS of the Equifax Provided Hardware, Equifax Provided Office Furnishings, Data Center and other Equifax facilities described in the Agreement (including any Transaction Documents) will not constitute or create any lease, leasehold interest, estate for any period or other similar interest in EDS, but instead will constitute a license to use such items for the periods and subject to the terms of the Agreement. (c) Except as otherwise provided in Section 4.3(a)the Agreement, ISSC EDS will have the responsibility and obligation to provide and administer, manage, support, maintain and pay for all resources (including, without limitation, personnel, hardware, software, facilities, services and other items, however described) necessary or appropriate for ISSC EDS to provide, perform and deliver the Services as described in this the Agreement. c(d) In addition to the Affected Employees, ISSC if any, EDS will provide and have on site as set forth in each Transaction Document its Project Executive Manager under each such Transaction Document prior to the Commencement Date thereunder and for the duration of the Termterm of each such Transaction Document, and will timely provide an adequate number of additional trained and qualified personnel as necessary or appropriate to * Information omitted pursuant to Request for Confidential Treatment under Rule 406 of the Securities Act of 1933. facilitate and ensure the timely and proper definition, provision, performance and delivery of the Services in accordance with this the Agreement. d) Upon twelve (12) months prior written notice to ISSC, Flagstar may move ISSC from the Data Center to an alternate Flagstar facility or terminate the use by ISSC of Flagstar facilities for the location and operation of the Data Center. In either of these events, ISSC and Flagstar shall cooperate in good faith to adjust the fees paid by Flagstar for the Services in a fair and equitable manner in order to reflect any increased costs to ISSC, including, without limitation, costs of relocation, new space fit-up and other increases in costs experienced by ISSC as a result of the relocation, all based on relocation space of a kind and quality comparable to the Data Center. If such change of locations shall interfere with ISSC's ability to perform the Services in accordance with the Performance Standards and Minimum Service Levels, ISSC shall provide to Flagstar a report regarding the impact of such change of location to Flagstar within three (3) months after receipt of such notice from Flagstar. If such change of location shall interfere with ISSC's ability to perform the Services in accordance with the Performance Standards and Minimum Service Levels, ISSC shall be relieved of such performance obligations to the extent caused by such change in location. e) ISSC EDS will have the right to change the location of the ISSC EDS activities associated with the Services under any Transaction Document with the prior written consent of FlagstarEquifax, which consent shall not be unreasonably withheld. Among the factors Flagstar Equifax may consider in determining whether to grant any such consent, Flagstar Equifax may consider whether any and all changes in the location of such ISSC EDS activities may result (i) in a reduction of ISSCEDS's ability to perform the Services and the Business and Information Systems Operations Support Plan; (ii) in any reduced accessibility to ISSC EDS and/or the Services by the Flagstar Equifax Group; (iii) in any deterioration of the Services; (iv) in any decrease in the security or integrity of operations and Company Information of the Equifax Group; and (ivv) in any additional cost to FlagstarEquifax. (f) EDS will provide reasonable access to the portion of the Facilities used by EDS to provide and perform the Services (including, without limitation, the attendant Machines and Software) (i) to the Equifax Group's authorized employees, agents and representatives as necessary or appropriate for the performance, delivery and use of the Services by the Equifax Group and for the operation, maintenance, upgrade, support and use of any other Equifax hardware, software and other resources located in the Facilities and Data Center, and (ii) to Third Party Providers and third party vendors and suppliers of installation, maintenance, support and upgrade services, technology and hardware for the System and any other Equifax hardware, software and other resources located in the Facilities and Data Center. To the extent practical in light of such installation, maintenance, support and upgrade requirements, Equifax will provide twenty-four (24) hours notice to EDS prior to any visits by such Third Party Providers and third party vendors and suppliers. (g) All access to the portion of the Facilities and Data Center used by EDS to provide and perform the Services shall be subject to reasonable (i) data and records protection and physical security measures (including Equifax's physical security requirements) and (ii) such Equifax Group employees, agents and representatives and Third Party Providers and third party vendors and suppliers' undertaking reasonable confidentiality requirements relating to such visits.

Resources and Facilities. a) To enable ISSC IBM to provide the Services, Flagstar agrees: (i) To the Parties may agree under a Transaction Document for Equifax to provide, at no charge to ISSCIBM, the use of the Flagstar Equifax Provided Hardware, the Data Center Equifax Provided Office Furnishings, Equifax facilities, and offices services such additional space as may be reasonably necessary reasonable local analog telephone services for the performance sole purpose of that portion of providing and performing the Services performed with the Flagstar Provided Hardware and the Flagstar Software. This obligation includes the provision of reasonable office space, storage space, analog telephone capability (but excluding long-distance telephone charges, for which Flagstar will be reimbursed by ISSC), office support services (e.g., janitorial and security) office supplies and office furniture as agreed covered by the PartiesTransaction Document for the Equifax Group. Flagstar * All such items provided by Equifax shall be responsible for ensuring such Flagstar facilities provide for a safe working environment, including comply with all applicable laws and regulations relating to safety and use. Subject to the satisfaction of Equifax's obligation with respect to compliance with applicable laws and regulations. ISSC , IBM shall fully cooperate with Flagstar to ensure a safe working environment is maintained with the Equifax Provided Hardware, Equifax Provided Office Furnishings and Equifax facilities in compliance with all applicable laws and regulations, and shall take no action that will compromise such safety of such working environment or violate such laws and regulations. (ii) To provide at the Data Center and related Flagstar facilities provided to ISSC as set forth in Section 4.3(a), all heat, light, power, air conditioning, UPS and such other similar utilities as may reasonably be necessary for ISSC to perform the Services. (iii) To provide access to Flagstar parking (if any) facilities for ISSC employees. The use by ISSC of the Flagstar Data Center and other Flagstar facilities and resources described in this Section 4.3 does not constitute or create a leasehold interest. When the Flagstar Parties agree that the Equifax Provided Hardware, the Data Center Hardware and other facilities and resources provided by Flagstar to ISSC to provide and deliver the Services Equifax Provided Office Furnishings are no longer deemed necessary to perform the Services, FlagstarEquifax's obligations set forth in this Section and in any Transaction Document with respect to each such item of resources shall terminate. b) Except as otherwise provided in Section 4.3(a)the Agreement, ISSC will have * the responsibility and obligation to provide and administer, manage, support, maintain and pay for all resources (including, without limitation, personnel, hardware, software, facilities, services and other items, however described) necessary or appropriate for ISSC IBM to provide, perform and deliver the Services as described in this the Agreement. c) In addition to the Affected Employees, ISSC IBM will provide and have on site as set forth in each Transaction Document its Project Executive under each such Transaction Document prior to the Commencement Date and for the duration of the Termterm of each such Transaction Document, and will timely provide additional trained and qualified personnel as necessary or appropriate to facilitate and ensure the timely and proper definition, provision, performance and delivery of the Services in accordance with this the Agreement. d) Upon twelve (12) months prior written notice to ISSC, Flagstar may move ISSC from the Data Center to an alternate Flagstar facility or terminate the use by ISSC of Flagstar facilities for the location and operation of the Data Center. In either of these events, ISSC and Flagstar shall cooperate in good faith to adjust the fees paid by Flagstar for the Services in a fair and equitable manner in order to reflect any increased costs to ISSC, including, without limitation, costs of relocation, new space fit-up and other increases in costs experienced by ISSC as a result of the relocation, all based on relocation space of a kind and quality comparable to the Data Center. If such change of locations shall interfere with ISSC's ability to perform the Services in accordance with the Performance Standards and Minimum Service Levels, ISSC shall provide to Flagstar a report regarding the impact of such change of location to Flagstar within three (3) months after receipt of such notice from Flagstar. If such change of location shall interfere with ISSC's ability to perform the Services in accordance with the Performance Standards and Minimum Service Levels, ISSC shall be relieved of such performance obligations to the extent caused by such change in location. e) ISSC IBM will have the right to change the location of the ISSC IBM activities associated with the Services with under any Transaction Document * and upon the prior written consent occurrence of Flagstar, which consent shall not be unreasonably withhelda Force Majeure Event. Among the factors Flagstar may consider in determining whether to grant any such consent, Flagstar may consider * whether any and all changes in the location * of such ISSC IBM activities may result (i) in a reduction of ISSC's ability to perform the Services and the Business and Information Systems Plan; (ii) in any reduced accessibility to ISSC and/or the Services by the Flagstar Group; (iii) in any deterioration of the Services; and (iv) in any additional cost to Flagstar.*

Resources and Facilities. a) To enable ISSC IBM to provide the Services, Flagstar agrees: (i) To the Parties may agree under a Transaction Document for Certegy to provide, at no charge to ISSCIBM, the use of the Flagstar Certegy Provided Hardware, Certegy Provided Office Furnishings, Certegy facilities, and offices services such as reasonable local analog telephone services for the sole purpose of providing and performing the Services covered by the Transaction Document for the Certegy Group. These obligations will generally not include the provision of (i) office, storage or equipment/Data Center space, parking facilities, or heat, light, power, air conditioning and such additional space other similar utilities which will be provided under a separate lease agreement between the members of the Certegy Group as may be reasonably necessary lessor and IBM or its Affiliates as lessee for the performance of that a portion of the Services performed with the Flagstar Provided Hardware and the Flagstar Software. This obligation includes the provision of reasonable office spaceFacilities, storage space, analog telephone capability or (but excluding long-distance telephone charges, for which Flagstar will be reimbursed by ISSC), ii) office support services (e.g., janitorial and security) ), office supplies and office furniture as agreed similar services and consumables. All such items provided by Certegy shall comply with all applicable laws and regulations relating to safety and use. Subject to the Parties. Flagstar shall be responsible for ensuring such Flagstar facilities provide for a safe working environment, including satisfaction of Certegy’s obligation with respect to compliance with applicable laws and regulations. ISSC , IBM shall fully cooperate with Flagstar to ensure a safe working environment is maintained with the Certegy Provided Hardware, Certegy Provided Office Furnishings and Certegy facilities in compliance with all applicable laws and regulations, and shall take no action that will compromise such safety of such working environment or violate such laws and regulations. (ii1) To provide at the Data Center and related Flagstar facilities provided to ISSC as set forth in Section 4.3(a), all heat, light, power, air conditioning, UPS and such other similar utilities as may reasonably be necessary for ISSC to perform the Services. (iii) To provide access to Flagstar parking (if any) facilities for ISSC employees. The use by ISSC of the Flagstar Data Center and other Flagstar facilities and resources described in this Section 4.3 does not constitute or create a leasehold interest. When the Flagstar Parties agree that the Certegy Provided Hardware, the Data Center Hardware and other facilities and resources provided by Flagstar to ISSC to provide and deliver the Services Certegy Provided Office Furnishings are no longer deemed necessary to perform the Services, Flagstar's Certegy’s obligations set forth in this Section and in any Transaction Document with respect to each such item of resources shall terminate. b) Except as otherwise provided in Section 4.3(a)the Agreement, ISSC IBM will have the responsibility and obligation to provide and administer, manage, support, maintain and pay for all resources (including, without limitation, personnel, hardware, software, facilities, services and other items, however described) necessary or appropriate for ISSC IBM to provide, perform and deliver the Services as described in this the Agreement. c) In addition to the Affected Employees, ISSC IBM will provide and have on site as set forth in each Transaction Document its Project Executive under each such Transaction Document prior to the Commencement Date and for the duration of the Termterm of each such Transaction Document, and will timely provide additional trained and qualified personnel as necessary or appropriate to facilitate and ensure the timely and proper definition, provision, performance and delivery of the Services in accordance with this the Agreement. d) Upon twelve (12) months prior written notice to ISSC, Flagstar may move ISSC from the Data Center to an alternate Flagstar facility or terminate the use by ISSC of Flagstar facilities for the location and operation of the Data Center. In either of these events, ISSC and Flagstar shall cooperate in good faith to adjust the fees paid by Flagstar for the Services in a fair and equitable manner in order to reflect any increased costs to ISSC, including, without limitation, costs of relocation, new space fit-up and other increases in costs experienced by ISSC as a result of the relocation, all based on relocation space of a kind and quality comparable to the Data Center. If such change of locations shall interfere with ISSC's ability to perform the Services in accordance with the Performance Standards and Minimum Service Levels, ISSC shall provide to Flagstar a report regarding the impact of such change of location to Flagstar within three (3) months after receipt of such notice from Flagstar. If such change of location shall interfere with ISSC's ability to perform the Services in accordance with the Performance Standards and Minimum Service Levels, ISSC shall be relieved of such performance obligations to the extent caused by such change in location. e) ISSC IBM will have the right to change the location of the ISSC IBM activities associated with the Services under any Transaction Document with the prior written consent of Flagstar, Certegy (which consent shall not be unreasonably withheld) and upon the occurrence of a Force Majeure Event. Among the factors Flagstar Certegy may consider in determining whether to grant any such consent, Flagstar Certegy may consider whether any and all changes in the location of such ISSC IBM activities may result (i) in a reduction of ISSC's IBM’s ability to perform the Services and the Business and Information Systems Operations Support Plan; , (ii) in any reduced accessibility to ISSC IBM and/or the Services by the Flagstar Certegy Group; (iii) in any deterioration of the Services; (iv) any decrease in the security or integrity of operations and Company Information of the Certegy Group; and (ivv) in any additional cost to FlagstarCertegy.

Resources and Facilities. a) To enable ISSC IBM to provide the Services, Flagstar agrees: (i) To the Parties may agree under a Transaction Document for Certegy to provide, at no charge to ISSCIBM, the use of the Flagstar Certegy Provided Hardware, Certegy Provided Office Furnishings, Certegy facilities, and offices services such as reasonable local analog telephone services for the sole purpose of providing and performing the Services covered by the Transaction Document for the Certegy Group. These obligations will generally not include the provision of (i) office, storage or equipment/Data Center space, parking facilities, or heat, light, power, air conditioning and such additional space other similar utilities which will be provided under a separate lease agreement between the members of the Certegy Group as may be reasonably necessary lessor and IBM or its Affiliates as lessee for the performance of that a portion of the Services performed with the Flagstar Provided Hardware and the Flagstar Software. This obligation includes the provision of reasonable office spaceFacilities, storage space, analog telephone capability or (but excluding long-distance telephone charges, for which Flagstar will be reimbursed by ISSC), ii) office support services (e.g., janitorial and security) ), office supplies and office furniture as agreed similar services and consumables. All such items provided by Certegy shall comply with all applicable laws and regulations relating to safety and use. Subject to the Parties. Flagstar shall be responsible for ensuring such Flagstar facilities provide for a safe working environment, including satisfaction of Certegy's obligation with respect to compliance with applicable laws and regulations. ISSC , IBM shall fully cooperate with Flagstar to ensure a safe working environment is maintained with the Certegy Provided Hardware, Certegy Provided Office Furnishings and Certegy facilities in compliance with all applicable laws and regulations, and shall take no action that will compromise such safety of such working environment or violate such laws and regulations. (ii1) To provide at the Data Center and related Flagstar facilities provided to ISSC as set forth in Section 4.3(a), all heat, light, power, air conditioning, UPS and such other similar utilities as may reasonably be necessary for ISSC to perform the Services. (iii) To provide access to Flagstar parking (if any) facilities for ISSC employees. The use by ISSC of the Flagstar Data Center and other Flagstar facilities and resources described in this Section 4.3 does not constitute or create a leasehold interest. When the Flagstar Parties agree that the Certegy Provided Hardware, the Data Center Hardware and other facilities and resources provided by Flagstar to ISSC to provide and deliver the Services Certegy Provided Office Furnishings are no longer deemed necessary to perform the Services, FlagstarCertegy's obligations set forth in this Section and in any Transaction Document with respect to each such item of resources shall terminate. b) Except as otherwise provided in Section 4.3(a)the Agreement, ISSC IBM will have the responsibility and obligation to provide and administer, manage, support, maintain and pay for all resources (including, without limitation, personnel, hardware, software, facilities, services and other items, however described) necessary or appropriate for ISSC IBM to provide, perform and deliver the Services as described in this the Agreement. c) In addition to the Affected Employees, ISSC IBM will provide and have on site as set forth in each Transaction Document its Project Executive under each such Transaction Document prior to the Commencement Date and for the duration of the Termterm of each such Transaction Document, and will timely provide additional trained and qualified personnel as necessary or appropriate to facilitate and ensure the timely and proper definition, provision, performance and delivery of the Services in accordance with this the Agreement. d) Upon twelve (12) months prior written notice to ISSC, Flagstar may move ISSC from the Data Center to an alternate Flagstar facility or terminate the use by ISSC of Flagstar facilities for the location and operation of the Data Center. In either of these events, ISSC and Flagstar shall cooperate in good faith to adjust the fees paid by Flagstar for the Services in a fair and equitable manner in order to reflect any increased costs to ISSC, including, without limitation, costs of relocation, new space fit-up and other increases in costs experienced by ISSC as a result of the relocation, all based on relocation space of a kind and quality comparable to the Data Center. If such change of locations shall interfere with ISSC's ability to perform the Services in accordance with the Performance Standards and Minimum Service Levels, ISSC shall provide to Flagstar a report regarding the impact of such change of location to Flagstar within three (3) months after receipt of such notice from Flagstar. If such change of location shall interfere with ISSC's ability to perform the Services in accordance with the Performance Standards and Minimum Service Levels, ISSC shall be relieved of such performance obligations to the extent caused by such change in location. e) ISSC IBM will have the right to change the location of the ISSC IBM activities associated with the Services under any Transaction Document with the prior written consent of Flagstar, Certegy (which consent shall not be unreasonably withheld) and upon the occurrence of a Force Majeure Event. Among the factors Flagstar Certegy may consider in determining whether to grant any such consent, Flagstar Certegy may consider whether any and all changes in the location of such ISSC IBM activities may result (i) in a reduction of ISSCIBM's ability to perform the Services and the Business and Information Systems Operations Support Plan; , (ii) in any reduced accessibility to ISSC IBM and/or the Services by the Flagstar Certegy Group; (iii) in any deterioration of the Services; (iv) any decrease in the security or integrity of operations and Company Information of the Certegy Group; and (ivv) in any additional cost to Flagstar.Certegy. CERTEGY/IBM CONFIDENTIAL

Resources and Facilities. a) To enable ISSC IBM to provide the Services, Flagstar agrees: (i) To the Parties may agree under a Transaction Document for Equifax to provide, at no charge to ISSCIBM, the use of the Flagstar Equifax Provided Hardware, Equifax Provided Office Furnishings, Equifax facilities, and offices services such as reasonable local analog telephone services for the sole purpose of providing and performing the Services covered by the Transaction Document for the Equifax Group. These obligations will generally not include the provision of (i) office, storage or equipment/Data Center space, parking facilities, or heat, light, power, air conditioning and such additional space other similar utilities which will be provided under a separate lease agreement between the members of the Equifax Group as may be reasonably necessary lessor and IBM or its Affiliates as lessee for the performance of that a portion of the Services performed with the Flagstar Provided Hardware and the Flagstar Software. This obligation includes the provision of reasonable office spaceFacilities, storage space, analog telephone capability or (but excluding long-distance telephone charges, for which Flagstar will be reimbursed by ISSC), ii) office support services (e.g., janitorial and security) ), office supplies and office furniture as agreed similar services and consumables. All such items provided by Equifax shall comply with all applicable laws and regulations relating to safety and use. Subject to the Parties. Flagstar shall be responsible for ensuring such Flagstar facilities provide for a safe working environment, including satisfaction of Equifax's obligation with respect to compliance with applicable laws and regulations. ISSC , IBM shall fully cooperate with Flagstar to ensure a safe working environment is maintained with the Equifax Provided Hardware, Equifax Provided Office Furnishings and Equifax facilities in compliance with all applicable laws and regulations, and shall take no action that will compromise such safety of such working environment or violate such laws and regulations. (ii) To provide at the Data Center and related Flagstar facilities provided to ISSC as set forth in Section 4.3(a), all heat, light, power, air conditioning, UPS and such other similar utilities as may reasonably be necessary for ISSC to perform the Services. (iii) To provide access to Flagstar parking (if any) facilities for ISSC employees. The use by ISSC of the Flagstar Data Center and other Flagstar facilities and resources described in this Section 4.3 does not constitute or create a leasehold interest. When the Flagstar Parties agree that the Equifax Provided Hardware, the Data Center Hardware and other facilities and resources provided by Flagstar to ISSC to provide and deliver the Services Equifax Provided Office Furnishings are no longer deemed necessary to perform the Services, FlagstarEquifax's obligations set forth in this Section and in any Transaction Document with respect to each such item of resources shall terminate. b) Except as otherwise provided in Section 4.3(a)the Agreement, ISSC IBM will have the responsibility and obligation to provide and administer, manage, support, maintain and pay for all resources (including, without limitation, personnel, hardware, software, facilities, services and other items, however described) necessary or appropriate for ISSC IBM to provide, perform and deliver the Services as described in this the Agreement. c) In addition to the Affected Employees, ISSC IBM will provide and have on site as set forth in each Transaction Document its Project Executive under each such Transaction Document prior to the Commencement Date and for the duration of the Termterm of each such Transaction Document, and will timely provide additional trained and qualified personnel as necessary or appropriate to facilitate and ensure the timely and proper definition, provision, performance and delivery of the Services in accordance with this the Agreement. d) Upon twelve (12) months prior written notice to ISSC, Flagstar may move ISSC from the Data Center to an alternate Flagstar facility or terminate the use by ISSC of Flagstar facilities for the location and operation of the Data Center. In either of these events, ISSC and Flagstar shall cooperate in good faith to adjust the fees paid by Flagstar for the Services in a fair and equitable manner in order to reflect any increased costs to ISSC, including, without limitation, costs of relocation, new space fit-up and other increases in costs experienced by ISSC as a result of the relocation, all based on relocation space of a kind and quality comparable to the Data Center. If such change of locations shall interfere with ISSC's ability to perform the Services in accordance with the Performance Standards and Minimum Service Levels, ISSC shall provide to Flagstar a report regarding the impact of such change of location to Flagstar within three (3) months after receipt of such notice from Flagstar. If such change of location shall interfere with ISSC's ability to perform the Services in accordance with the Performance Standards and Minimum Service Levels, ISSC shall be relieved of such performance obligations to the extent caused by such change in location. e) ISSC IBM will have the right to change the location of the ISSC IBM activities associated with the Services under any Transaction Document with the prior written consent of Flagstar, Equifax (which consent shall not be unreasonably withheld) and upon the occurrence of a Force Majeure Event. Among the factors Flagstar Equifax may consider in determining whether to grant any such consent, Flagstar Equifax may consider whether any and all changes in the location of such ISSC IBM activities may result (i) in a reduction of ISSCIBM's ability to perform the Services and the Business and Information Systems Operations Support Plan; (ii) in any reduced accessibility to ISSC IBM and/or the Services by the Flagstar Equifax Group; (iii) in any deterioration of the Services; (iv) any decrease in the security or integrity of operations and Company Information of the Equifax Group; and (ivv) in any additional cost to FlagstarEquifax.