Common use of Rights Upon Expiration/Termination Clause in Contracts

Rights Upon Expiration/Termination. With respect to any Supplier Third Party Contracts to be used to provide the Services, Supplier shall use commercially reasonable efforts to (i) obtain for ABM (or, at ABM’s direction, its designee) the rights specified in Section 4.3(b)(6), (ii) ensure that such rights are at least broad enough to permit ABM (or, at ABM’s direction, its designee) to use such Third Party Contracts to provide for ABM and the Eligible Recipients, or have provided ABM/IBM Proprietary Information for them by third party contractors, services similar to the Services, and for ABM and the Eligible Recipients to receive such services; (iii) ensure that, following the termination of all or part of the Services to an Eligible Recipient no longer Controlled by or under common Control with ABM, any such rights relating to Third Party Contracts used exclusively by or for such Eligible Recipient may be granted, at ABM Service’s direction, directly to such Eligible Recipient, (iv) ensure that the granting of such rights is not subject to subsequent third party approval or the payment by ABM (or, at ABM’s direction, designee) of transfer fees, (v) ensure that neither the expiration/termination of this Agreement nor the assignment of the contract will trigger less favorable terms, conditions or pricing, and (iv) ensure that the terms, conditions and prices applicable to ABM (or, at ABM’s direction, its designee) following expiration or termination are no less favorable than those otherwise applicable to Supplier and at least sufficient for the continuation of the activities comprising the Services. If Supplier is unwilling or unable to offer or obtain any such rights and assurances, it shall notify ABM in advance and shall not use any such Third Party Contract without ABM’s approval (and absent such approval, Supplier’s use of any such Third Party Contracts shall obligate Supplier to procure such rights, at no additional cost to ABM, upon expiration or termination). ). If ABM consents to Supplier’s use of specific Third Party Contracts under these circumstances, such consent will be deemed to be conditioned on Supplier’s commitment to use commercially reasonable efforts to cause such third party to agree at expiration or termination of this Agreement or the completion of Termination Assistance Services to permit ABM (or, at ABM’s direction, designee) to assume prospectively the contract in question or to enter into a new lease or contract with ABM, the Eligible Recipients and/or their designee(s) on substantially the same terms and conditions, including price. If ABM consents to Supplier’s use of specific Third Party Contracts under these circumstances, such Third Party Contracts will be added to Schedule V.

Rights Upon Expiration/Termination. With respect to any Supplier all Third Party Software licenses, Equipment leases and Third Party Contracts to be which Supplier or its Subcontractor is a party and which are used to provide the ServicesServices (other than Third Party Software, Equipment Leases and Third Party Contracts used only in the Supplier Shared Environment and for which no Triad license or use rights are contemplated pursuant to Section 6.7 or other rights contemplated under Section 4.4(b)), Supplier shall use commercially reasonable efforts to (i) obtain for ABM (orTriad, at ABM’s direction, its designeethe Eligible Recipients and/or their designee(s) the license, sublicense, assignment and other rights specified in Section 4.3(b)(6)4.4(b) of this Agreement and Section 6 of Schedule U, (ii) ensure that such to obtain the rights are at least broad enough to permit ABM (or, at ABM’s direction, its designee) to use such Third Party Contracts to provide for ABM and the Eligible Recipients, or have provided ABM/IBM Proprietary Information for them by third party contractors, services similar to the Services, and for ABM and the Eligible Recipients to receive such services; (iii) ensure that, following the termination of all or part of the Services to an Eligible Recipient no longer Controlled by or under common Control with ABM, any such rights relating to Third Party Contracts used exclusively by or for such Eligible Recipient may be granted, at ABM Service’s direction, directly to such Eligible Recipient, (iv) ensure so that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by ABM (orTriad, at ABM’s direction, designeethe Eligible Recipients or their designee(s) of license, assignment or transfer feesfees (other than as expressly agreed to by Triad or with respect to license maintenance and support payments fees pursuant to Section 6(c) of Schedule U), (viii) ensure that neither to obtain the expiration/termination of this Agreement nor the assignment of the contract will trigger less favorable terms, conditions or pricing, and (iv) ensure rights so that the terms, conditions and prices applicable to ABM (orTriad, at ABM’s direction, its designeethe Eligible Recipients and/or their designee(s) following expiration or termination are no less favorable than those otherwise applicable to Supplier (unless and to the extent of more favorable pricing for Supplier based upon volume), and at least sufficient for the continuation of the activities comprising the ServicesServices and other uses contemplated under Section 6(c) of Schedule U and Section 4.4(b) of this Agreement, (iv) to obtain the rights so that neither the expiration/termination of this Agreement nor the assignment of the license, lease or contract will trigger less favorable terms, conditions or pricing. If Supplier is unwilling or unable to offer or obtain any such rights and assurances, it shall notify ABM Triad in advance and shall not use any such Third Party Software license, Equipment lease or Third Party Contract without ABMTriad’s approval (and absent such approval, Supplier’s use of any such Third Party Contracts Software license, Equipment lease or Third Party Contract shall obligate Supplier to procure such rightsobtain or arrange, at no additional cost to ABMTriad, for such [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. license, sublicense, assignment or other right for Triad, the Eligible Recipients and their designee(s) upon expiration or termination). ). If ABM Triad consents to Supplier’s use of specific Third Party Software licenses, Equipment leases or Third Party Contracts under these circumstances, such consent will shall be deemed to be conditioned on Supplier’s commitment to continuing use of commercially reasonable efforts to cause such third party to agree at expiration or termination of this Agreement or the completion of Termination Assistance Services to permit ABM (orTriad, at ABM’s direction, designeethe Eligible Recipients and/or their designee(s) to assume prospectively the license, lease or contract in question or to enter into a new license, lease or contract with ABMTriad, the Eligible Recipients and/or their designee(s) on substantially the same terms and conditions, including price. For the avoidance of doubt, Triad may, in its sole discretion, withhold its consent to any such Third Party Software license, Equipment lease or Third Party Contract if, following expiration or termination (i) Triad, the Eligible Recipients and Triad’s designees would not be entitled to the license, sublicense, assignment or other rights specified in Section 4.4(b), (ii) the granting of such license, sublicense, assignment and other rights would be subject to subsequent third party approval or the payment by Triad, an Eligible Recipient or Triad’s designee of license or transfer fees, or (iii) Triad would be obligated to reimburse Supplier for any Termination Charges as provided in Schedule N. If ABM Triad consents to Supplier’s use of specific Third Party Software licenses, Equipment leases or Third Party Contracts under these circumstances, such Third Party Software licenses, Equipment leases or Third Party Contracts will and the applicable limitations shall be added to Schedule V.I.1. For the avoidance of doubt and as provided in Section 6 of Schedule U, the references in this Section 6.4(c) to Triad’s or an Eligible Recipient’s “designee” shall be deemed a reference to successor provider(s) of services similar to the Services.

Rights Upon Expiration/Termination. With respect to any Supplier all Third Party Software licenses, Equipment leases and Third Party Contracts used by Supplier in providing the Services to be used to provide the ServicesNew Century and for which Supplier is financially responsible under Exhibit 2 or Attachment 4-B, Supplier shall use commercially reasonable efforts to (i) obtain for ABM (orNew Century, at ABM’s direction, its designeethe Eligible Recipients and/or their designee(s) the license, sublicense, assignment and other rights specified in Section 4.3(b)(6)Sections 4.3(b) and 14.6, (ii) ensure that such rights are at least broad enough to permit ABM (or, at ABM’s direction, its designee) to use such Third Party Contracts to provide for ABM and the Eligible Recipients, or have provided ABM/IBM Proprietary Information for them by third party contractors, services similar to the Services, and for ABM and the Eligible Recipients to receive such services; (iii) ensure that, following the termination of all or part of the Services to an Eligible Recipient no longer Controlled by or under common Control with ABM, any such rights relating to Third Party Contracts used exclusively by or for such Eligible Recipient may be granted, at ABM Service’s direction, directly to such Eligible Recipient, (iv) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by ABM (orNew Century, at ABM’s direction, designeethe Eligible Recipients or their designee(s) of license, assignment or transfer fees, (viii) ensure provide that the terms, conditions and prices applicable to New Century, the Eligible Recipients and/or their designee(s) following expiration or termination are no less favorable than those otherwise applicable to Supplier, and at least sufficient for the continuation of the activities comprising the Services, and (iv) provide that neither the expiration/termination of this Agreement nor the assignment of the license, lease or contract will trigger less favorable terms, conditions or pricing, and (iv) ensure that the terms, conditions and prices applicable to ABM (or, at ABM’s direction, its designee) following expiration or termination are no less favorable than those otherwise applicable to Supplier and at least sufficient for the continuation of the activities comprising the Services. If Supplier is unwilling or unable to offer or obtain any such rights and assurancesrights, it shall notify ABM New Century in advance and shall not use any such Third Party Software license, Equipment lease or Third Party Contract without ABMNew Century’s approval (and absent such approval, Supplier’s use of any such Third Party Contracts Software license, Equipment lease or Third Party Contract shall obligate Supplier to procure such rightsobtain or arrange, at no additional cost to ABMNew Century, for such license, sublicense, assignment or other right for New Century, the Eligible Recipients and their designee(s) upon expiration or termination). ). If ABM consents to New Century hereby approves Supplier’s use of specific the Third Party Software licenses, Equipment leases and Third Party Contracts under these circumstancesidentified in Exhibit 18, such consent will be deemed to be conditioned on notwithstanding Supplier’s commitment failure to use commercially reasonable efforts to cause such third party to agree at expiration or termination of obtain the rights and conditions described in this Agreement or the completion of Termination Assistance Services to permit ABM (or, at ABM’s direction, designee) to assume prospectively the contract in question or to enter into a new lease or contract with ABM, the Eligible Recipients and/or their designee(s) on substantially the same terms and conditions, including price. If ABM consents to Supplier’s use of specific Third Party Contracts under these circumstances, such Third Party Contracts will be added to Schedule V.Section 6.4

Rights Upon Expiration/Termination. With respect to any Supplier all Third Party Software and related Third Party Contracts to be used to provide the Servicesfor which Supplier is financially responsible under Schedule E or J.1, Supplier shall use commercially reasonable efforts to (i) obtain for ABM (or, at ABM’s direction, its designee) the license, sublicense, assignment and other rights specified or referenced in Section 4.3(b)(6)Sections 4.3(b)(3) and 14.6, (ii) ensure that such license, sublicense, assignment and other rights are at least broad enough to permit ABM (or, at ABM’s direction, its designee) to use such Third ABM/IBM Proprietary Information Party Software and related Third Party Contracts to provide for ABM and the Eligible Recipients, or have provided ABM/IBM Proprietary Information for them by third party contractors, services similar to the Services, and for ABM and the Eligible Recipients to receive such services; (iii) ensure that, following the termination of all or part of the Services to an Eligible Recipient no longer Controlled by or under common Control with ABM, any such license, sublicense, assignment or other rights relating to Third Party Software or related Third Party Contracts used exclusively by or for such Eligible Recipient may be granted, at ABM Service’s direction, directly to such Eligible Recipient, (iv) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by ABM (or, at ABM’s direction, its designee) of license or transfer feesfees (other than regular periodic license fees for periods after the date of transfer), (v) ensure that neither the expiration/termination of this Agreement nor the assignment of the contract will trigger less favorable terms, conditions or pricing, and (iv) ensure that the terms, conditions and prices applicable to ABM (or, at ABM’s direction, its designee) following expiration or termination are no less favorable than those otherwise applicable to Supplier Supplier, and at least sufficient for the continuation of the activities comprising the Services, and (vi) ensure that neither the expiration/termination of this Agreement nor the assignment of the license or contract will trigger less favorable terms, conditions or pricing. If Supplier is unwilling or unable to offer or obtain any such rights and assurances, it shall notify ABM in advance and shall not use any such Software or Third Party Contract Contracts without ABM’s approval (and absent such approval, Supplier’s use of any such Software or Third Party Contracts Contract shall obligate Supplier to procure such rightsprocure, at no additional cost to ABM, the license, sublicense, assignment and other rights described above for ABM (or, at ABM’s direction, its designee) upon expiration or termination). ). If ABM consents to Supplier’s use of specific Third Party Software licenses or Third Party Contracts under these circumstances, such consent will be deemed to be conditioned on Supplier’s commitment to use commercially reasonable efforts to cause such third party to agree at expiration or termination of this Agreement or the completion of Termination Assistance Services to permit ABM (or, at ABM’s direction, its designee) to assume prospectively the license or contract in question or to enter into a new lease license or contract with ABM (or, at ABM’s direction, the Eligible Recipients and/or their designee(sits designee) on substantially the same terms and conditions, including price. If ABM consents to Supplier’s use of specific Third Party Software licenses or Third Party Contracts under these circumstances, such Third Party Software licenses or Third Party Contracts will be added to Schedule V.

Rights Upon Expiration/Termination. With respect to any Supplier Third Party Contracts to be used to provide the Services, Supplier shall use commercially reasonable efforts to (i) obtain for ABM (or, at ABM’s direction, its designee) the rights specified in Section 4.3(b)(6), (ii) ensure that such rights are at least broad enough to permit ABM (or, at ABM’s direction, its designee) to use such Third Party Contracts to provide for ABM and the Eligible Recipients, or have provided ABM/IBM Proprietary Information for them by third party contractors, services similar to the Services, and for ABM and the Eligible Recipients to receive such services; (iii) ensure that, following the termination of all or part of the Services to an Eligible Recipient no longer Controlled by or under common Control with ABM, any such rights relating to Third Party Contracts used exclusively by or for such Eligible Recipient ABM/IBM Proprietary Information may be granted, at ABM Service’s direction, directly to such Eligible Recipient, (iv) ensure that the granting of such rights is not subject to subsequent third party approval or the payment by ABM (or, at ABM’s direction, designee) of transfer fees, (v) ensure that neither the expiration/termination of this Agreement nor the assignment of the contract will trigger less favorable terms, conditions or pricing, and (iv) ensure that the terms, conditions and prices applicable to ABM (or, at ABM’s direction, its designee) following expiration or termination are no less favorable than those otherwise applicable to Supplier and at least sufficient for the continuation of the activities comprising the Services. If Supplier is unwilling or unable to offer or obtain any such rights and assurances, it shall notify ABM in advance and shall not use any such Third Party Contract without ABM’s approval (and absent such approval, Supplier’s use of any such Third Party Contracts shall obligate Supplier to procure such rights, at no additional cost to ABM, upon expiration or termination). ). If ABM consents to Supplier’s use of specific Third Party Contracts under these circumstances, such consent will be deemed to be conditioned on Supplier’s commitment to use commercially reasonable efforts to cause such third party to agree at expiration or termination of this Agreement or the completion of Termination Assistance Services to permit ABM (or, at ABM’s direction, designee) to assume prospectively the contract in question or to enter into a new lease or contract with ABM, the Eligible Recipients and/or their designee(s) on substantially the same terms and conditions, including price. If ABM consents to Supplier’s use of specific Third Party Contracts under these circumstances, such Third Party Contracts will be added to Schedule V.

Rights Upon Expiration/Termination. With respect to any Supplier all Third Party Software licenses, Equipment leases and Third Party Contracts for which Supplier is financially responsible under this Agreement, except for (a) product vendor specialists who Supplier engages on a temporary basis to be used to provide the Servicesaddress urgent problems and (b) contracts for Supplier Overhead Materials, Supplier shall use commercially reasonable efforts to (i) obtain for ABM (orKraft, at ABM’s direction, its designeethe Eligible Recipients and/or their designee(s) the license, sublicense, assignment and other rights specified in Section 4.3(b)(6)Sections 4.4.2 and 14.6, (ii) ensure that such rights are at least broad enough to permit ABM (or, at ABM’s direction, its designee) to use such Third Party Contracts to provide for ABM and the Eligible Recipients, or have provided ABM/IBM Proprietary Information for them by third party contractors, services similar to the Services, and for ABM and the Eligible Recipients to receive such services; (iii) ensure that, following the termination of all or part of the Services to an Eligible Recipient no longer Controlled by or under common Control with ABM, any such rights relating to Third Party Contracts used exclusively by or for such Eligible Recipient may be granted, at ABM Service’s direction, directly to such Eligible Recipient, (iv) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by ABM (orKraft, at ABM’s direction, designeethe Eligible Recipients or their designee(s) of license, assignment or transfer fees, (viii) ensure that the terms, conditions and prices applicable to Kraft, the Eligible Recipients and/or their designee(s) following expiration or termination of this Agreement (or any portion thereof) are no less favorable than those otherwise applicable to Supplier, and at least sufficient for the continuation of the activities comprising the Services, (iv) ensure that neither the expiration/expiration or termination of this Agreement (or any portion thereof) nor the assignment of the license, lease or contract will trigger less favorable terms, conditions or pricing, and (ivv) ensure that the terms, conditions and prices applicable to ABM (or, at ABM’s direction, its designee) following expiration not replace any perpetual software licenses with subscription term licenses or termination are no less favorable than those otherwise applicable to Supplier and at least sufficient use subscription term licenses for the continuation of the activities comprising the Servicesany new Software not currently licensed by Kraft. If Supplier is unwilling or unable to offer or obtain any such rights and assurances, it shall notify ABM Kraft in advance and and, except for those licenses, leases or Third Party Contracts made available to Supplier by Kraft pursuant to this Agreement, shall not use any such Third Party Software license, Equipment lease or Third Party Contract without ABMKraft’s approval (and absent such approval, Supplier’s use of any such Third Party Contracts Software license, Equipment lease or Third Party Contract shall obligate Supplier to procure such rightsobtain or arrange, at no additional cost to ABMKraft, for such license, sublicense, assignment or other right for Kraft, the Eligible Recipients and their designee(s) upon expiration or termination). )The exception in the preceding sentence which permits Supplier to use licenses and contracts made available by Kraft under this Agreement shall not be interpreted to be a consent which excuses Supplier’s obligation to obtain post-termination rights for Kraft under those licenses and contracts, except to the extent permitted by Section 5.3. If ABM Kraft consents to Supplier’s use of specific Third Party Software licenses, Equipment leases or Third Party Contracts under these circumstances, such consent will shall be deemed to be conditioned on Supplier’s commitment to use commercially reasonable efforts to cause such third party to agree at expiration or termination of this Agreement or the completion of Termination Assistance Services to permit ABM (orKraft, at ABM’s direction, designeethe Eligible Recipients and/or their designee(s) to assume prospectively the license, lease or contract in question or to enter into a new license, lease or contract with ABMKraft, the Eligible Recipients and/or their designee(s) on substantially the same terms and conditions, including price. If ABM Kraft consents to Supplier’s use of the specific exceptions set forth in Schedule 12.2 with respect to the corresponding Third Party Contracts under these circumstances, such Third Party Contracts will be added to Schedule V.described in that Schedule.

Rights Upon Expiration/Termination. With respect to any Supplier all Third Party Contracts to be used to provide the Servicesfor which Provider is responsible (whether operationally, Supplier financially or otherwise) under this Agreement, Provider shall use commercially reasonable efforts all Commercially Reasonable Efforts to (i) obtain for ABM (or, at ABM’s direction, its designeeEligible Recipients and/or their designee(s) the ownership, license, sublicense, assignment and other rights specified in Section 4.3(b)(6)15.2, Section 15.6, and Section 21.7 (ii) ensure that such rights are at least broad enough to permit ABM (or, at ABM’s direction, its designee) to use such Third Party Contracts to provide for ABM and the Eligible Recipients, or have provided ABM/IBM Proprietary Information for them by third party contractors, services similar to the Services, and for ABM and the Eligible Recipients to receive such services; (iii) ensure that, following the termination of all or part of the Services to an Eligible Recipient no longer Controlled by or under common Control with ABM, any such rights relating to Third Party Contracts used exclusively by or for such Eligible Recipient may be granted, at ABM Service’s direction, directly to such Eligible Recipient, (iv) ensure that the granting of such license, sublicense, assignment and other rights is Master Services Agreement not subject to subsequent third party approval or the payment by ABM (or, at ABM’s direction, designeeEligible Recipients and/or their designee(s) of license, assignment or transfer fees, (v) ensure that neither the expiration/termination of this Agreement nor the assignment of the contract will trigger less favorable terms, conditions or pricing, and (iviii) ensure that the terms, conditions and prices applicable to ABM (or, at ABM’s direction, its designeeEligible Recipients and/or their designee(s) following expiration or termination are no less favorable than those otherwise applicable to Supplier Provider, and at least sufficient for the continuation of the activities comprising the Services, and (iv) ensure that neither the expiration/termination of the applicable Statement of Work nor the assignment of any such Third Party Contract shall trigger less favorable terms, conditions or pricing. If Supplier Provider is unwilling or unable to offer or obtain any such rights and assurances, it Provider shall notify ABM Client in advance and Provider shall not use any such Third Party Contract without ABMClient’s approval (and absent such approval, SupplierProvider’s use of any such Third Party Contracts Contract shall obligate Supplier Provider to procure such rightsobtain or arrange, at no additional cost to ABMClient, for such license, sublicense, assignment or other right for Client, the other Eligible Recipients and their designee(s) upon expiration or termination). ). If ABM Client consents to SupplierProvider’s use of specific Third Party Contracts under these circumstancesSoftware licenses, such consent will be deemed to be conditioned on Supplier’s commitment to use commercially reasonable efforts to cause such third party to agree at expiration Equipment leases or termination of this Agreement or the completion of Termination Assistance Services to permit ABM (or, at ABM’s direction, designee) to assume prospectively the contract in question or to enter into a new lease or contract with ABM, the Eligible Recipients and/or their designee(s) on substantially the same terms and conditions, including price. If ABM consents to Supplier’s use of specific Third Party Contracts under these circumstances, such Third Party Software licenses, Equipment leases or Third Party Contracts will shall be added to Schedule V.the applicable Statement of Work.

Rights Upon Expiration/Termination. With respect to any Supplier all Equipment and related Third Party Contracts to be used to provide the Servicesfor which Supplier is financially responsible under Schedule E or J.1, Supplier shall use commercially reasonable efforts to (i) obtain for ABM (or, at ABM’s direction, its designee) the rights specified in Section 4.3(b)(64.3(b)(4), (ii) ensure that such rights are at least broad enough to permit ABM (or, at ABM’s direction, its designee) to use such Equipment and related Third Party Contracts to provide for ABM and the Eligible Recipients, or have provided ABM/IBM Proprietary Information for them by third party contractors, services similar to the Services, and for ABM and the Eligible Recipients to receive such services; (iii) ensure that, following the termination of all or part of the Services to an Eligible Recipient no longer Controlled by or under common Control with ABM, any such rights relating to Equipment or related Third Party Contracts used exclusively by or for such Eligible Recipient may be granted, at ABM Service’s direction, directly to such Eligible Recipient, (iv) ensure that the granting of such rights is not subject to subsequent third party approval or the payment by ABM (or, at ABM’s direction, its designee) of transfer fees, and (v) ensure that neither the expiration/termination of this Agreement nor the assignment of the contract will trigger less favorable terms, conditions or pricing, and (iv) ensure that the terms, conditions and prices applicable to ABM (or, at ABM’s direction, its designee) following expiration or termination of this Agreement are no less favorable than those otherwise applicable to Supplier and at least sufficient for the continuation of the activities comprising the Services. If Supplier is unwilling or unable to offer or obtain any such rights and assurances, it shall notify ABM in advance and shall not use any such Equipment, Equipment leases or related Third Party Contract contract without ABM’s prior approval (and absent such approval, Supplier’s use of any such ABM/IBM Proprietary Information Equipment, Equipment leases or related Third Party Contracts Contract shall obligate Supplier to procure such rightsprocure, at no additional cost to ABM, the rights described above for ABM (or, at ABM’s direction, its designee) upon expiration or termination). ). If ABM consents to Supplier’s use of specific Equipment leases or Third Party Contracts under these circumstances, such consent will be deemed to be conditioned on Supplier’s commitment to use commercially reasonable efforts to cause such third party to agree at expiration or termination of this Agreement or the completion of Termination Assistance Services to permit ABM (or, at ABM’s direction, its designee) to assume prospectively the lease or contract in question or to enter into a new lease or contract with ABM (or, at ABM’s direction, the Eligible Recipients and/or their designee(sits designee) on substantially the same terms and conditions, including price. If ABM consents to Supplier’s use of specific Equipment leases or Third Party Contracts under these circumstances, such Equipment lease or Third Party Contracts will be added to Schedule V.

Rights Upon Expiration/Termination. With respect to any Supplier all Third Party Software licenses, Equipment leases and Third Party Contracts for which Supplier is financially responsible under this Agreement, except for (a) product vendor specialists who Supplier engages on a temporary basis to be used to provide the Servicesaddress urgent problems and (b) contracts for Supplier Overhead Materials, Supplier shall use commercially reasonable efforts to (i) obtain for ABM (orKraft, at ABM’s direction, its designeethe Eligible Recipients and/or their designee(s) the license, sublicense, assignment and other rights specified in Section 4.3(b)(6)Sections 4.4.2 and 14.6, (ii) ensure that such rights are at least broad enough to permit ABM (or, at ABM’s direction, its designee) to use such Third Party Contracts to provide for ABM and the Eligible Recipients, or have provided ABM/IBM Proprietary Information for them by third party contractors, services similar to the Services, and for ABM and the Eligible Recipients to receive such services; (iii) ensure that, following the termination of all or part of the Services to an Eligible Recipient no longer Controlled by or under common Control with ABM, any such rights relating to Third Party Contracts used exclusively by or for such Eligible Recipient may be granted, at ABM Service’s direction, directly to such Eligible Recipient, (iv) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by ABM (orKraft, at ABM’s direction, designeethe Eligible Recipients or their designee(s) of license, assignment or transfer fees, (viii) ensure that the terms, conditions and prices applicable to Kraft, the Eligible Recipients and/or their designee(s) following expiration or termination of this Agreement (or any portion thereof) are no less favorable than those otherwise applicable to Supplier, and at least sufficient for the continuation of the activities comprising the Services, (iv) ensure that neither the expiration/expiration or termination of this Agreement (or any portion thereof) nor the assignment of the license, lease or contract will trigger less favorable terms, conditions or pricing, and (ivv) ensure that the terms, conditions and prices applicable to ABM (or, at ABM’s direction, its designee) following expiration not replace any perpetual software licenses with subscription term licenses or termination are no less favorable than those otherwise applicable to Supplier and at least sufficient use subscription term licenses for the continuation of the activities comprising the Servicesany new Software not currently licensed by Kraft. If Supplier is unwilling or unable to offer or obtain any such rights and assurances, it shall notify ABM Kraft in advance and and, except for those licenses, leases or Third Party Contracts made available to Supplier by Kraft pursuant to this Agreement, shall not use any such Third Party Software license, Equipment lease or Third Party Contract without ABMKraft’s approval (and absent such approval, Supplier’s use of any such Third Party Contracts Software license, Equipment lease or Third Party Contract shall obligate Supplier to procure such rightsobtain or arrange, at no additional cost to ABMKraft, for such license, sublicense, assignment or other right for Kraft, the Eligible Recipients and their designee(s) upon expiration or termination). )The exception in the preceding sentence which permits Supplier to use licenses and contracts made available by Kraft under this Agreement shall not be interpreted to be a consent which excuses Supplier’s obligation to obtain post-termination rights for Kraft under those licenses and contracts, except to the extent permitted by Section 5.3. If ABM Kraft consents to Supplier’s use of specific Third Party Software licenses, Equipment leases or Third Party Contracts under these circumstances, such consent will shall be deemed to be conditioned on CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Supplier’s commitment to use commercially reasonable efforts to cause such third party to agree at expiration or termination of this Agreement or the applicable Supplement or the completion of Termination Assistance Services to permit ABM (orKraft, at ABM’s direction, designeethe Eligible Recipients and/or their designee(s) to assume prospectively the license, lease or contract in question or to enter into a new license, lease or contract with ABMKraft, the Eligible Recipients and/or their designee(s) on substantially the same terms and conditions, including price. If ABM Kraft consents to Supplier’s use of the specific exceptions set forth in the applicable Supplement with respect to the corresponding Third Party Contracts under these circumstances, such Third Party Contracts will be added to Schedule V.described in that Schedule.

Rights Upon Expiration/Termination. With respect to any Supplier all Third Party Software licenses, Equipment leases and Third Party Contracts to be used to provide for which Supplier is financially responsible under Attachment 4-B of the Servicesapplicable Subscription Agreement, Service Description or Statement of Work, Supplier shall use commercially reasonable efforts to (i) obtain for ABM (orAllianz, at ABM’s direction, its designeethe Eligible Recipients and/or their designee(s) the license, sublicense, assignment and other rights specified in Section 4.3(b)(6)Sections 4.3(b) and 14.6, (ii) ensure that such rights are at least broad enough to permit ABM (or, at ABM’s direction, its designee) to use such Third Party Contracts to provide for ABM and the Eligible Recipients, or have provided ABM/IBM Proprietary Information for them by third party contractors, services similar to the Services, and for ABM and the Eligible Recipients to receive such services; (iii) ensure that, following the termination of all or part of the Services to an Eligible Recipient no longer Controlled by or under common Control with ABM, any such rights relating to Third Party Contracts used exclusively by or for such Eligible Recipient may be granted, at ABM Service’s direction, directly to such Eligible Recipient, (iv) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by ABM (orAllianz, at ABM’s direction, designeethe Eligible Recipients and/or their designee(s) of license, assignment or transfer fees, (v) ensure that neither the expiration/termination of this Agreement nor the assignment of the contract will trigger less favorable terms, conditions or pricing, and (iviii) ensure that the terms, conditions and prices applicable to ABM (orAllianz, at ABM’s direction, its designeethe Eligible Recipients and/or their designee(s) following expiration or termination are no less favorable than those otherwise applicable to Supplier Supplier, and at least sufficient for the continuation of the activities comprising the Services, and (iv) ensure that neither the expiration/termination of this Agreement or the applicable Subscription Agreement, Service Description or Statement of Work nor the assignment of the license, lease or contract will trigger less favorable terms, conditions or pricing. If Supplier is unwilling or unable unable, after using commercially reasonable efforts, to offer or obtain any such rights and assurances, it shall notify ABM Allianz in advance and shall not use any such Third Party Software license, Equipment lease or Third Party Contract without ABMAllianz’s approval (and absent such approval, Supplier’s use of any such Third Party Contracts license, lease or contract shall obligate Supplier to procure such rightsobtain or arrange, at no additional cost to ABMAllianz, for such license, sublicense, assignment or other right for Allianz, the Eligible Recipients and their designee(s) upon expiration or termination). ). If ABM Allianz consents to Supplier’s use of specific Third Party Contracts under these circumstancesSoftware licenses, such consent will be deemed to be conditioned on Supplier’s commitment to use commercially reasonable efforts to cause such third party to agree at expiration Equipment leases or termination of this Agreement or the completion of Termination Assistance Services to permit ABM (or, at ABM’s direction, designee) to assume prospectively the contract in question or to enter into a new lease or contract with ABM, the Eligible Recipients and/or their designee(s) on substantially the same terms and conditions, including price. If ABM consents to Supplier’s use of specific Third Party Contracts under these circumstances, such Third Party Software licenses, Equipment leases or Third Party Contracts will shall be added to Schedule V.18 or the applicable Subscription Agreement, Service Description or Statement of Work.

Rights Upon Expiration/Termination. With respect to any Supplier all Third Party Software and related Third Party Contracts to be used to provide the Servicesfor which Supplier is financially responsible under Schedule E or J.1, Supplier shall use commercially reasonable efforts to (i) obtain for ABM (or, at ABM’s direction, its designee) the license, sublicense, assignment and other rights specified or referenced in Section 4.3(b)(6)Sections 4.3(b)(3) and 14.6, (ii) ensure that such license, sublicense, assignment and other rights are at least broad enough to permit ABM (or, at ABM’s direction, its designee) to use such Third Party Software and related Third Party Contracts to provide for ABM and the Eligible Recipients, or have provided ABM/IBM Proprietary Information for them by third party contractors, services similar to the Services, and for ABM and the Eligible Recipients to receive such services; (iii) ensure that, following the termination of all or part of the Services to an Eligible Recipient no longer Controlled by or under common Control with ABM, any such license, sublicense, assignment or other rights relating to Third Party Software or related Third Party Contracts used exclusively by or for such Eligible Recipient may be granted, at ABM Service’s direction, directly to such Eligible Recipient, (iv) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by ABM (or, at ABM’s direction, its designee) of license or transfer feesfees (other than regular periodic license fees for periods after the date of transfer), (v) ensure that neither the expiration/termination of this Agreement nor the assignment of the contract will trigger less favorable terms, conditions or pricing, and (iv) ensure that the terms, conditions and prices applicable to ABM (or, at ABM’s direction, its designee) following expiration or termination are no less favorable than those otherwise applicable to Supplier Supplier, and at least sufficient for the continuation of the activities comprising the Services, and (vi) ensure that neither the expiration/termination of this Agreement nor the assignment of the license or contract will trigger less favorable terms, conditions or pricing. If Supplier is unwilling or unable to offer or obtain any such rights and assurances, it shall notify ABM in advance and shall not use any such Software or Third Party Contract Contracts without ABM’s approval (and absent such approval, Supplier’s use of any such Software or Third Party Contracts Contract shall obligate Supplier to procure such rightsprocure, at no additional cost to ABM, the license, sublicense, assignment and other rights described above for ABM (or, at ABM’s direction, its designee) upon expiration or termination). ). If ABM consents to Supplier’s use of specific Third Party Software licenses or Third Party Contracts under these circumstances, such consent will be deemed to be conditioned on Supplier’s commitment to use commercially reasonable efforts to cause such third party to agree at expiration or termination of this Agreement or the completion of Termination Assistance Services to permit ABM (or, at ABM’s direction, its designee) to assume prospectively the license or contract in question or to enter into a new lease license or contract with ABM (or, at ABM’s direction, the Eligible Recipients and/or their designee(sits designee) on substantially the same terms and conditions, including price. If ABM consents to Supplier’s use of specific Third Party Software licenses or Third Party Contracts under these circumstances, such Third Party Software licenses or Third Party Contracts will be added to Schedule V.

Rights Upon Expiration/Termination. With respect to any Supplier all Equipment and related Third Party Contracts to be used to provide the Servicesfor which Supplier is financially responsible under Schedule E or J.1, Supplier shall use commercially reasonable efforts to (i) obtain for ABM (or, at ABM’s direction, its designee) the rights specified in Section 4.3(b)(64.3(b)(4), (ii) ensure that such rights are at least broad enough to permit ABM (or, at ABM’s direction, its designee) to use such Equipment and related Third Party Contracts to provide for ABM and the Eligible Recipients, or have provided ABM/IBM Proprietary Information for them by third party contractors, services similar to the Services, and for ABM and the Eligible Recipients to receive such services; (iii) ensure that, following the termination of all or part of the Services to an Eligible Recipient no longer Controlled by or under common Control with ABM, any such rights relating to Equipment or related Third Party Contracts used exclusively by or for such Eligible Recipient may be granted, at ABM Service’s direction, directly to such Eligible Recipient, (iv) ensure that the granting of such rights is not subject to subsequent third party approval or the payment by ABM (or, at ABM’s direction, its designee) of transfer fees, and (v) ensure that neither the expiration/termination of this Agreement nor the assignment of the contract will trigger less favorable terms, conditions or pricing, and (iv) ensure that the terms, conditions and prices applicable to ABM (or, at ABM’s direction, its designee) following expiration or termination of this Agreement are no less favorable than those otherwise applicable to Supplier and at least sufficient for the continuation of the activities comprising the Services. If Supplier is unwilling or unable to offer or obtain any such rights and assurances, it shall notify ABM in advance and shall not use any such Equipment, Equipment leases or related Third Party Contract contract without ABM’s prior approval (and absent such approval, Supplier’s use of any such Equipment, Equipment leases or related Third Party Contracts Contract shall obligate Supplier to procure such rightsprocure, at no additional cost to ABM, the rights described above for ABM (or, at ABM’s direction, its designee) upon expiration or termination). ). If ABM consents to Supplier’s use of specific Equipment leases or Third Party Contracts under these circumstances, such consent will be deemed to be conditioned on Supplier’s commitment to use commercially reasonable efforts to cause such third party to agree at expiration or termination of this Agreement or the completion of Termination Assistance Services to permit ABM (or, at ABM’s direction, its designee) to assume prospectively the lease or contract in question or to enter into a new lease or contract with ABM (or, at ABM’s direction, the Eligible Recipients and/or their designee(sits designee) on substantially the same terms and conditions, including price. If ABM consents to Supplier’s use of specific Equipment leases or Third Party Contracts under these circumstances, such Equipment lease or Third Party Contracts will be added to Schedule V.

Rights Upon Expiration/Termination. With respect to any Supplier all Third Party Software licenses, Equipment leases and Third Party Contracts to be used to provide the Servicesfor which Supplier is financially responsible under Schedule E or J.1, Supplier shall use all commercially reasonable efforts to (i) obtain for ABM (orHercules, at ABM’s direction, its designeethe Eligible Recipients and/or their designee(s) the license, sublicense, assignment and other rights specified in Section 4.3(b)(6)Sections 4.3(b) and 14.6, (ii) ensure that such rights are at least broad enough to permit ABM (or, at ABM’s direction, its designee) to use such Third Party Contracts to provide for ABM and the Eligible Recipients, or have provided ABM/IBM Proprietary Information for them by third party contractors, services similar to the Services, and for ABM and the Eligible Recipients to receive such services; (iii) ensure that, following the termination of all or part of the Services to an Eligible Recipient no longer Controlled by or under common Control with ABM, any such rights relating to Third Party Contracts used exclusively by or for such Eligible Recipient may be granted, at ABM Service’s direction, directly to such Eligible Recipient, (iv) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by ABM (orHercules, at ABM’s direction, designeethe Eligible Recipients or their designee(s) of license, assignment or transfer fees, (viii) ensure that the terms, conditions and prices applicable to Hercules, the Eligible Recipients and/or their designee(s) following expiration or termination are no less favorable than those otherwise applicable to Supplier, and at least sufficient for the continuation of the activities comprising the Services, and (iv) ensure that neither the expiration/termination of this Agreement nor the assignment of the license, lease or contract will trigger less favorable terms, conditions or pricing, and (iv) ensure that the terms, conditions and prices applicable to ABM (or, at ABM’s direction, its designee) following expiration or termination are no less favorable than those otherwise applicable to Supplier and at least sufficient for the continuation of the activities comprising the Services. If Supplier is unwilling or unable to offer or obtain any such rights and assurances, it shall notify ABM Hercules in advance and shall not use any such Third Party Software license, Equipment lease or Third Party Contract without ABM’s Hercules' approval (and absent such approval, Supplier’s use of any such Third Party Contracts Software license, Equipment lease or Third Party Contract shall obligate Supplier to procure such rightsobtain or arrange, at no additional cost to ABMHercules, for such license, sublicense, assignment or other right for Hercules, the Eligible Recipients and their designee(s) upon expiration or termination). ). If ABM Hercules consents to Supplier’s use of specific Third Party Software licenses, Equipment leases or Third Party Contracts under these circumstances, such consent will shall be deemed to be conditioned on Supplier’s commitment to use all commercially reasonable efforts to cause such third party to agree at expiration or termination of this Agreement or the completion of Termination Assistance Services to permit ABM (orHercules, at ABM’s direction, designeethe Eligible Recipients and/or their designee(s) to assume prospectively the license, lease or contract in question or to enter into a new license, lease or contract with ABMHercules, the Eligible Recipients and/or their designee(s) on substantially the same terms and conditions, including price. If ABM Hercules consents to Supplier’s use of specific Third Party Software licenses, Equipment leases or Third Party Contracts under THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. these circumstances, such Third Party Software licenses, Equipment leases or Third Party Contracts will shall be added to Schedule V.U.

Rights Upon Expiration/Termination. With respect to any Supplier all Third Party Software licenses, Equipment leases and Third Party Contracts for which Supplier is financially responsible under this Agreement, except for (a) product vendor specialists who Supplier engages on a temporary basis to be used to provide the Servicesaddress urgent problems and (b) contracts for Supplier Overhead Materials, Supplier shall use commercially reasonable efforts to (i) obtain for ABM (orKraft, at ABM’s direction, its designeethe Eligible Recipients and/or their designee(s) the license, sublicense, assignment and other rights specified in Section 4.3(b)(6)Sections 4.4.2 and 14.6, (ii) ensure that such rights are at least broad enough to permit ABM (or, at ABM’s direction, its designee) to use such Third Party Contracts to provide for ABM and the Eligible Recipients, or have provided ABM/IBM Proprietary Information for them by third party contractors, services similar to the Services, and for ABM and the Eligible Recipients to receive such services; (iii) ensure that, following the termination of all or part of the Services to an Eligible Recipient no longer Controlled by or under common Control with ABM, any such rights relating to Third Party Contracts used exclusively by or for such Eligible Recipient may be granted, at ABM Service’s direction, directly to such Eligible Recipient, (iv) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by ABM (orKraft, at ABM’s direction, designeethe Eligible Recipients or their designee(s) of license, assignment or transfer fees, (viii) ensure that the terms, conditions and prices applicable to Kraft, the Eligible Recipients and/or their designee(s) following expiration or termination of this Agreement (or any portion thereof) are no less favorable than those otherwise applicable to Supplier, and at least sufficient for the continuation of the activities comprising the Services, (iv) ensure that neither the expiration/expiration or termination of this Agreement (or any portion thereof) nor the assignment of the license, lease or contract will trigger less favorable terms, conditions or pricing, and (ivv) ensure that the terms, conditions and prices applicable to ABM (or, at ABM’s direction, its designee) following expiration not replace any perpetual software licenses with subscription term licenses or termination are no less favorable than those otherwise applicable to Supplier and at least sufficient use subscription term licenses for the continuation of the activities comprising the Servicesany new Software not currently licensed by Kraft. If Supplier is unwilling or unable to offer or obtain any such rights and assurances, it shall notify ABM Kraft in advance and and, except for those licenses, leases or Third Party Contracts made available to Supplier by Kraft pursuant to this Agreement, shall not use any such Third Party Software license, Equipment lease or Third Party Contract without ABMKraft’s approval (and absent such approval, Supplier’s use of any such Third Party Contracts Software license, Equipment lease or Third Party Contract shall obligate Supplier to procure such rightsobtain or arrange, at no additional cost to ABMKraft, for such license, sublicense, assignment or other right for Kraft, the Eligible Recipients and their designee(s) upon expiration or termination). )The exception in the preceding sentence which permits Supplier to use licenses and contracts made available by Kraft under this Agreement shall not be interpreted to be a consent which excuses Supplier’s obligation to obtain post-termination rights for Kraft under those licenses and contracts, except to the extent permitted by Section 5.3. If ABM Kraft consents to Supplier’s use of specific Third Party Software licenses, Equipment leases or Third Party Contracts under these circumstances, such consent will shall be deemed to be conditioned on Supplier’s commitment to use commercially reasonable efforts to cause such third party to agree at expiration or termination of this Agreement or the applicable Supplement or the completion of Termination Assistance Services to permit ABM (orKraft, at ABM’s direction, designeethe Eligible Recipients and/or their designee(s) to assume prospectively the license, lease or contract in question or to enter into a new license, lease or contract with ABMKraft, the Eligible Recipients and/or their designee(s) on substantially the same terms and conditions, including price. If ABM Kraft consents to Supplier’s use of the specific exceptions set forth in the applicable Supplement with respect to the corresponding Third Party Contracts under these circumstances, such Third Party Contracts will be added to Schedule V.described in that Schedule.