Common use of SERVICES TO BE PROVIDED Clause in Contracts

SERVICES TO BE PROVIDED. (a) Notwithstanding anything to the contrary contained herein, other than as set forth on the applicable Schedule and subject to Sections 2.4 and 2.10 hereof, (i) the Services to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s is acquiring, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (c) The provision of Services by the Service Provider shall be subject to Article V hereof. (d) The parties have agreed to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafter. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything to Unless otherwise agreed by the contrary contained herein, other than as set forth on the applicable Schedule and subject to Sections 2.4 and 2.10 hereofParties in writing, (i1) the Services to be provided by SVU as each NeighborCare Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s is acquiring, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in good faith and at a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) standard of performance that is, in the case of SVU as the Service Provider, the same is substantially similar in all material respects as to the manner and timeliness in which such Services were performed or to be performed by SVU for ElderCare and its Affiliates for Albertson’s as of immediately subsidiaries prior to the Date Distribution Date, and each ElderCare Service Provider shall be required to perform the Services in good faith and at a standard of the SPA, or, where a specific service level has been provided, as set forth performance that is substantially similar in the Schedules hereto and, in the case of Albertson’s as Service Provider, in all material respects to the manner described on Schedule 2. For the avoidance of doubt, any change and timeliness in service levels provided by the Service Provider to itself which such Services were performed for NeighborCare and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided subsidiaries prior to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein Distribution Date, and (2) each NeighborCare Service Recipient or on the applicable ScheduleElderCare Service Recipient (each, when relevant, a "Service Recipient") shall use the Services provided hereunder shall be used by the Receiving Party solely for substantially the same purposes and in substantially the same manner (including as to volume, amount, level level, or frequency, as applicable) as such Services were the services had been used by the Receiving Party as business of immediately the applicable Service Recipient prior to such date. In no event shall the Date scope of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree a Service required to be performed hereunder exceed that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified described on Schedule 21 and Schedule 2 hereof, and (2) Albertson’s request for Services for New Stores as defined unless otherwise agreed by the Parties in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Serviceswriting. The Each NeighborCare Service Provider and each ElderCare Service Provider (as applicable, a "Service Provider") shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any ElderCare Service Recipient or NeighborCare Service Recipient, as applicable. (b) Each Party shall use its good-faith efforts, and agrees to provide such assistance as may be reasonably requested by any Service Recipient, to assist the other party with the development of transition plans to assure a smooth and orderly transition, and shall use its reasonable good-faith efforts to reduce or any eliminate its and its Service Recipients' dependency on the Services no later than the end of the term of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service LevelService. (c) The provision If it is necessary for any Service Provider to increase staffing or acquire equipment or make any investments or capital expenditures to accommodate an increase in the use of Services by any Service beyond the level of use of such Service prior to the Distribution Date as a result of an increase in volume of the business or a change in the manner in which the business is being conducted, such Service Provider shall inform the Service Recipient in writing of such increase in staffing level, equipment acquisitions, investments or capital expenditures before any such cost or expense is incurred. Upon mutual agreement of the Parties acting in good faith as to the necessity of any such increase, the Service Recipient shall advance to the relevant Service Providers an amount equal to the actual costs and expenses to be subject incurred in connection therewith. If such mutual agreement is not reached, the Service Provider's obligation to Article V hereofprovide or cause to be provided such Service shall be limited to the level of use of such Service then in effect. (d) The parties have agreed If, by virtue of any termination or reduction of any Services as contemplated by Article IV hereof, it becomes desirable for any Service Provider to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90terminate any employee(s) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for who participated in the provision of certain Services to Albertson’s (such Services, the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during Parties shall negotiate in good faith such that the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of applicable Service Recipient shall pay an additional group of identified members appropriate portion of the SVU Legal function. During the Legal Transition Period, the parties will cooperate costs associated with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereaftertermination. (e) Similar If it is necessary for any Service Provider to increase staffing or acquire equipment or make any investments or capital expenditures or otherwise absorb or incur incremental expenses in order to provide any Service as a result of changes arising from or as a result of the Spin-Off and related transactions, including the internal restructuring and changes in or transfers of personnel, upon mutual agreement of the Parties acting in good faith as to the legal transition referenced necessity of any such increase, NeighborCare or ElderCare, as the case may be, shall reimburse the Service Provider, within 5 business days upon receipt of a written invoice, an amount equal to the actual costs and expenses incurred by the Service Provider in Section 2.1(d)connection therewith. If such mutual agreement is not reached, the parties have agreed Service Provider's obligation to the elimination of additional Services originally contemplated provide or cause to be provided by SVU pursuant such Service shall be limited to this Services Agreement by the employees level of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination use of such Services from this Services AgreementService prior to the Distribution Date; provided, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as that if such credits are set forth on Exhibit G, and, if necessarylevel cannot be provided by such Service Provider without any increase in investment or expenditure, the parties will execute applicable Service Provider shall provide the highest level of Service which can be provided on a letter agreement confirming the reduction as soon as reasonably practicable thereaftercommercially reasonable basis without any increase in investment or expenditure. (f) The parties agree Parties will use good-faith efforts to meet on reasonably cooperate with each other in all matters relating to the provision and receipt of Services. Such cooperation shall include seeking or before September 20applying for all consents, 2013licenses or approvals necessary to permit each party to perform its obligations hereunder. The Parties will, for a period of six years after the Distribution Date, maintain documentation supporting the information contained in the Schedules and cooperate with each other in making such information available as needed, subject to review appropriate confidentiality requirements, in the Services being provided and determine if there are event of any Services no longer required and which may be deleted from the Service schedulestax audit or litigation.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything to the contrary contained herein, other than as set forth on the applicable Schedule and subject to Sections 2.4 and 2.10 hereof, (i) the Services to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s LLC is acquiring, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for New Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, Committee (ii) the Services to be provided by New Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for New Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of New Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s the acquisition of the NAI business by Albertson’s LLC shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) New Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (c) The provision of Services by the Service Provider shall be subject to Article V hereof. (d) The parties have agreed to separate the Legal function of SVU and transition certain legal associates to New Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to New Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by New Albertson’s at New Albertson’s option. At some point during the Legal Transition Period, New Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of New Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by New Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to New Albertson’s hereunder will be acting on behalf of and as counsel for New Albertson’s, and that (as between New Albertson’s and SVU) New Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to New Albertson’s and New Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by New Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to New Albertson’s in quantities that exceed the historical levels provided by SVU to New Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to New Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in New Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafter. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, New Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything During the Transition Period (as defined below) (or such shorter periods as may be specified in Schedule [A-1], Schedule [A-2] and Schedule [B]1, respectively, attached to this Agreement and incorporated herein (each, a “TSA Schedule” and together, the contrary contained herein, other than as set forth on the applicable Schedule and subject “TSA Schedules”) with respect to Sections 2.4 and 2.10 hereofany Services), (i) the Services Xxxxxxx shall provide (or cause to be provided by SVU as Service Provider hereunder shall be limited an Affiliate or a third-party provider (each, a “Subcontractor”)) to (A) Newco the Services with respect to which it is listed as the Service Provider services described on Schedule 2 hereto[A-1] and Schedule [A-2] (collectively, and together with the Xxxxxxx Facility Services (B) as to the NAI business which Albertson’s is acquiringdefined below), the Services which SVU “Xxxxxxx Services”) and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services Newco shall provide (or cause to be provided by Albertsonan Affiliate or a Subcontractor) to Xxxxxxx the services described on Schedule [B] (the “Newco Services” and together with the Xxxxxxx Services, or either of the Newco Services or Xxxxxxx Services, as the context requires, the “Services”); provided, however, that, without the Recipient’s as prior written consent, not to be unreasonably withheld, conditioned or delayed, the Provider shall not cause a third-party Subcontractor to provide any Service Provider hereunder shall be limited if doing so would result in an increase in the aggregate Service Charges and out-of-pocket costs for such Service of more than ten percent (10%) compared to the Services Service Charges and out-of-pocket costs applicable to such Service as set forth in the applicable TSA Schedule; provided, further, that the Provider shall remain ultimately responsible for ensuring that the obligations set forth in this Agreement are satisfied with respect to which it is listed as the any Service Provider on Schedule 2 heretoprovided by any Subcontractor. The Services shall only be made available for, and the Recipient shall only be entitled to utilize the Services for, the benefit of the operation of, in the case Newco is the Recipient, the Echo Business and natural extensions or evolutions thereof and, in the case Xxxxxxx is the Recipient, the businesses of Xxxxxxx and the Xxxxxxx Retained Subsidiaries (iiithe “Xxxxxxx Business”) and natural extensions or evolutions thereof. Services will not be provided in no event shall the Service Provider be required to provide any other services location or jurisdiction to the Receiving Party. The parties acknowledge and agree that they have sought to identify extent the provision of any or all of the Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practicean unrelated legal entity or business is illegal; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way such event, the Provider as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to promptly as commercially practicable shall notify the possible extension of such Service in accordance with Section 3.3Recipient, and (ii) Schedule 1 hereto sets forth the agreement of Parties shall use their commercially reasonable efforts to develop, at the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (c) The provision of Services by the Service Provider shall be subject to Article V hereof. (d) The parties have agreed to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for AlbertsonRecipient’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafter. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything to Unless otherwise agreed by the contrary contained herein, other than as set forth on the applicable Schedule and subject to Sections 2.4 and 2.10 hereofParties in writing, (i1) the Services to be provided by SVU as each NeighborCare Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s is acquiring, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in good faith and at a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) standard of performance that is, in the case of SVU as the Service Provider, the same is substantially similar in all material respects as to the manner and timeliness in which such Services were performed or to be performed by SVU for ElderCare and its Affiliates for Albertson’s as of immediately subsidiaries prior to the Date Distribution Date, and each ElderCare Service Provider shall be required to perform the Services in good faith and at a standard of the SPA, or, where a specific service level has been provided, as set forth performance that is substantially similar in the Schedules hereto and, in the case of Albertson’s as Service Provider, in all material respects to the manner described on Schedule 2. For the avoidance of doubt, any change and timeliness in service levels provided by the Service Provider to itself which such Services were performed for NeighborCare and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided subsidiaries prior to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein Distribution Date, and (2) each NeighborCare Service Recipient or on the applicable ScheduleElderCare Service Recipient (each, when relevant, a "Service Recipient") shall use the Services provided hereunder shall be used by the Receiving Party solely for substantially the same purposes and in substantially the same manner (including as to volume, amount, level level, or frequency, as applicable) as such Services were the services had been used by the Receiving Party as the business of immediately the applicable Service Recipient prior to such date. In no event shall the Date scope of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree a Service required to be performed hereunder exceed that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified described on Schedule 21 and Schedule 2 hereof, and (2) Albertson’s request for Services for New Stores as defined unless otherwise agreed by the Parties in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Serviceswriting. The Each NeighborCare Service Provider and each ElderCare Service Provider (as applicable, a "Service Provider") shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any ElderCare Service Recipient or NeighborCare Service Recipient, as applicable. (b) Each Party shall use its good-faith efforts, and agrees to provide such assistance as may be reasonably requested by any Service Recipient, to assist the other party with the development of transition plans to assure a smooth and orderly transition, and shall use its reasonable good-faith efforts to reduce or any eliminate its and its Service Recipients' dependency on the Services no later than the end of the term of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service LevelService. (c) The provision If it is necessary for any Service Provider to increase staffing or acquire equipment or make any investments or capital expenditures to accommodate an increase in the use of Services by any Service beyond the level of use of such Service prior to the Distribution Date as a result of an increase in volume of the business or a change in the manner in which the business is being conducted, such Service Provider shall inform the Service Recipient in writing of such increase in staffing level, equipment acquisitions, investments or capital expenditures before any such cost or expense is incurred. Upon mutual agreement of the Parties acting in good faith as to the necessity of any such increase, the Service Recipient shall advance to the relevant Service Providers an amount equal to the actual costs and expenses to be subject incurred in connection therewith. If such mutual agreement is not reached, the Service Provider's obligation to Article V hereofprovide or cause to be provided such Service shall be limited to the level of use of such Service then in effect. (d) The parties have agreed If, by virtue of any termination or reduction of any Services as contemplated by Article IV hereof, it becomes desirable for any Service Provider to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90terminate any employee(s) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for who participated in the provision of certain Services to Albertson’s (such Services, the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during Parties shall negotiate in good faith such that the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of applicable Service Recipient shall pay an additional group of identified members appropriate portion of the SVU Legal function. During the Legal Transition Period, the parties will cooperate costs associated with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereaftertermination. (e) Similar If it is necessary for any Service Provider to increase staffing or acquire equipment or make any investments or capital expenditures or otherwise absorb or incur incremental expenses in order to provide any Service as a result of changes arising from or as a result of the Spin-Off and related transactions, including the internal restructuring and changes in or transfers of personnel, upon mutual agreement of the Parties acting in good faith as to the legal transition referenced necessity of any such increase, NeighborCare or ElderCare, as the case may be, shall reimburse the Service Provider, within 5 business days upon receipt of a written invoice, an amount equal to the actual costs and expenses incurred by the Service Provider in Section 2.1(d)connection therewith. If such mutual agreement is not reached, the parties have agreed Service Provider's obligation to the elimination of additional Services originally contemplated provide or cause to be provided by SVU pursuant such Service shall be limited to this Services Agreement by the employees level of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination use of such Services from this Services AgreementService prior to the Distribution Date; provided, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as that if such credits are set forth on Exhibit G, and, if necessarylevel cannot be provided by such Service Provider without any increase in investment or expenditure, the parties will execute applicable Service Provider shall provide the highest level of Service which can be provided on a letter agreement confirming the reduction as soon as reasonably practicable thereaftercommercially reasonable basis without any increase in investment or expenditure. (f) The parties agree Parties will use good-faith efforts to meet on reasonably cooperate with each other in all matters relating to the provision and receipt of Services. Such cooperation shall include seeking or before September 20applying for all consents, 2013licenses or approvals necessary to permit each party to perform its obligations hereunder. The Parties will, for a period of six years after the Distribution Date, maintain documentation supporting the information contained in the Schedules and cooperate with each other in making such information available as needed, subject to review appropriate confidentiality requirements, in the Services being provided and determine if there are event of any Services no longer required and which may be deleted from the Service schedulestax audit or litigation.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything Unless otherwise agreed by the Parties (including to the contrary contained herein, other than as set forth on extent specified in the applicable Schedule and subject to Sections 2.4 and 2.10 hereofSchedule), (i) the Services to be provided by SVU as Service Provider hereunder Providers shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s is acquiring, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) manner that is, in the case of SVU as the Service Provider, the same is similar in all material respects as to the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior from March 31, 2004, to the Date of the SPAClosing Date, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, (ii) the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as the Services have been used from March 31, 2004, to such Services were used by date; provided, however, that the Receiving Party as applicable Schedule shall control the scope of immediately prior the Service to be performed (to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically extent provided by SVU or its Affiliates to NAI (or which NAI provided to itselftherein), as well as unless otherwise agreed in writing. Each Party and the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider Providers shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party Party or any of such party’s Party's Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (cb) The provision of Services by the Service Provider Providers shall be subject to Article V hereof. (c) Each Party agrees to use its reasonable efforts to reduce or eliminate its dependency on the Services as soon as is reasonably practicable; provided that a breach of this Section 3.01(c) shall not affect a Service Provider's obligation to provide any Service through the term applicable to such Service. (d) The parties have agreed Subject to separate the Legal function terms of SVU and transition certain legal associates the applicable Schedule, if it is necessary for any Service Provider to Albertson’s over a period of up increase staffing or acquire equipment or make any investments or capital expenditures in order to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined accommodate an increase in the SPA) use of any Service beyond the level of use of such Service by Seller from March 31, 2004, to some or all the Closing Date as a result of an additional group of identified members increase in volume of the SVU Legal functionbusiness of the Receiving Party or a change in the manner in which the business of the Receiving Party is being conducted, such Service Provider shall inform the Receiving Party in writing of such increase in staffing level, equipment acquisitions, investments or capital expenditures before any such cost or expense is incurred. During Upon mutual agreement of the Legal Transition PeriodParties as to the necessity of any such increase, the parties will cooperate with respect Receiving Party (unless Purchaser and Seller shall otherwise agree in writing) shall advance to the transition of legal matters between them, and each of Albertson’s (but only with respect relevant Service Providers an amount equal to the services provided by actual costs and expenses to be incurred in connection therewith. If such mutual agreement is not reached, the Transitioned Attorneys and only Service Provider's obligation to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue cause to be provided such Service shall be limited to SVU by the remaining SVU legal function not hired by Albertson’s level of use of such Service from March 31, 2004, to the Closing Date (or as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction described in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafterapplicable Schedule). (e) Similar The Parties will use good-faith efforts to reasonably cooperate with each other in all matters relating to the legal transition referenced in Section 2.1(d)provision and receipt of Services. Such cooperation shall include obtaining, the parties have agreed all consents, licenses or approvals necessary to permit each party to perform its obligations hereunder. In respect of its obligations hereunder, each Party covenants and warrants to the elimination of additional Services originally contemplated to other Party that all such obligations shall be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafterperformed in compliance with all material applicable Law. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. The Service Provider shall provide certain services to the Clients on behalf of the Fund, including, without limitation, the following: (a) Notwithstanding anything to inquiring of the contrary contained herein, other than as set forth on the applicable Schedule and subject to Sections 2.4 and 2.10 hereof, (i) the Services to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) General Partner as to the NAI business which Albertsonvalue of the Client’s is acquiring, Units and providing the Services which SVU and its Affiliates have historically provided value of the Units to the NAI-acquired businessClient on a monthly or more frequent basis as requested by the Client; (b) answering questions regarding daily net asset value and computations thereof, monthly statements, annual reports and tax information provided by the Fund, (c) inquiring of the General Partner from time to time, at the request of a Client, regarding the commodities markets and the Fund’s performance, and (C) at the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date request of the SPAGeneral Partner providing account statements to Clients prepared by the General Partner or the Fund; provided that any change in Services after the date (d) providing assistance to Clients including when and whether to redeem Units and/or purchase additional Units; (e) general servicing of the SPA but prior to the Effective Date shall be approved by the Steering Committee, Clients’ accounts; (iif) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any providing such other services to the Receiving Party. The parties acknowledge Clients as are, from time to time, reasonably agreed; and agree that they have sought (g) informing by letter all of the Clients to identify all Services to whom services will be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by identity of the Service Provider, the parties shall cooperate after services available and the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect means of accessing such past practice; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) services. The Service Provider or also will require that any of its designees shall perform associated persons to whom compensation is passed on pursuant to Section 2 below will cooperate in providing the Services only services specified in a manner, scope, nature and quality clauses (a) through (g) above for so long as such manner, scope, nature and quality, the “Applicable Service Level”) that is, associated person continues in the case employment of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider shall act under this Services Agreement solely promptly notify the General Partner and CGM in writing in the event that it is no longer a member in good standing with FINRA or the NFA, and/or no longer registered with the SEC as a broker-dealer or the CFTC as an independent contractor and not as an agent or employee introducing broker. Further, Service Provider shall forfeit its rights hereunder to receive any additional compensation for the entirety of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent month for which the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall is not permit such changes to degrade the Applicable Service Level. (c) The provision of Services by the Service Provider shall be subject to Article V hereof. (d) The parties have agreed to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate duly registered with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, the SEC as a broker dealer and a member in its discretion and at its expense, provide outside counsel (reasonably selected from a list good standing of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); FINRA and/or (ii) neither party will the CFTC and a member in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as good standing of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services NFA as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafteran introducing broker. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything to Unless otherwise agreed by the contrary contained herein, other than as set forth on the applicable Schedule and subject to Sections 2.4 and 2.10 hereof, (i) the Services to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s is acquiringParties, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date Provider shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) manner that is, in the case of SVU as the Service Provider, the same is substantially similar in all material respects as to the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately the Business prior to the Date of Agreement Date, and the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA Recipient shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this use such Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as the Business had used such Services were used by the Receiving Party as of immediately prior to such date; provided, however, that in no event shall the Date scope of the SPA. Notwithstanding Services required to be performed hereunder exceed that described in Annex A unless the foregoing, the parties acknowledge and Provider shall otherwise agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Serviceswriting. The Service Provider shall act under this Transition Services Agreement solely as an independent contractor and not as an agent of the Recipient. (b) If it is necessary for the Provider to increase staffing or employee acquire equipment or make any investments or capital expenditures to accommodate an increase in the use of any other party or any Service beyond the level of use of such party’s Affiliates. For the purposes Service as specified in Annex A (or if no level of clarityuse is specified in Annex A, the parties acknowledge and agree that if and level of use of such Service by the Business immediately prior to the extent Agreement Date), as a result of an increase in volume of the Service Provider changes systems and processes used Business or a change in the course of its business for its own account manner in which the Service Business is being conducted, the Provider shall inform the Recipient in writing of such increase in staffing level, equipment acquisitions, investments or capital expenditures before any such cost or expense is incurred. Upon mutual agreement of the Parties as to the necessity of any such increase, the Recipient (unless the Recipient and the Provider shall otherwise agree in writing) shall advance to the Provider an amount equal to the actual costs and expenses to be incurred in connection therewith. If such mutual agreement is not permit reached, the Provider's obligation to provide or cause to be provided such changes Service shall be limited to degrade the Applicable level of use of such Service Levelas specified in Annex A (or if no level of use is specified in Annex A, the level of use of such Service by the Business immediately prior to the Agreement Date). (c) The Provider shall have the right to halt provision of the Services by the Service Provider shall be subject to temporarily for any reason specified in Article V (Force Majeure) hereof. (d) The parties have agreed Recipient agrees to separate use its reasonable good faith efforts to reduce or eliminate its dependency on the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as is reasonably possible thereafterpracticable consistent with Section 7. (e) Similar The Provider will use reasonable efforts in supplying the Services to the legal transition referenced Recipient. The Services will be performed in Section 2.1(d), a timely manner substantially consistent with the parties have agreed recent historical practice of the Business prior to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafterDate. (f) The parties agree will use good faith efforts to meet on reasonably cooperate with each other in all matters relating to the provision and receipt of Services. Such cooperation shall include obtaining all consents, licenses or before September 20approvals necessary to permit each party to perform its obligations hereunder; provided that neither the Recipient nor the Provider shall be required to pay any amounts to any third parties or to grant any accommodation, 2013financial or otherwise, to review secure the same. The parties will, for a period of six (6) years after the Agreement Date, maintain information relating to the Services being provided and determine if there are cooperate with each other in making such information available as needed, subject to appropriate confidentiality requirements, in the event of any Services no longer required and which may be deleted from the Service schedulestax audit or litigation.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything to On the contrary contained herein, other than as set forth on the applicable Schedule terms and subject to Sections 2.4 and 2.10 hereofthe conditions of this Agreement, the Provider shall provide, or shall cause one or more of its Affiliates or Subcontractor (ias defined below) to provide, the Services Company with each of the services described in Annex A (the “Initial Services”) during the Transition Period (unless a lesser time is set forth in Annex A or otherwise agreed in writing by the parties) and, subject to be provided by SVU as Service Provider hereunder shall be limited to subsection (Ab) below, upon the Services with respect to which it is listed as request of the Service Provider on Schedule 2 heretoCompany, (B) as certain additional services to the NAI business which Albertson’s is acquiring, the Services which SVU and its Affiliates have historically extent such additional services were actually provided to the NAI-acquired business, and Company by the Provider (Cor its Affiliates) the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date Closing Date (the “Additional Services”, and together with the Initial Services, the “Services”). For the avoidance of any doubt, any Services provided by the SPA; Provider, its Affiliates or Subcontractors shall be provided that any change to Company in Services after substantially the date of same manner and to substantially the SPA but prior same extent as provided by the Provider (or its Affiliates) to the Effective Date shall be approved by the Steering Committee, Company as of Closing (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services including with respect to the jurisdictions in which it any Service is listed as provided). (b) In addition to the Service Provider Initial Services, Company may request the Additional Services, on Schedule 2 heretocommercially reasonable terms, and the parties agree to negotiate in good faith the terms and conditions (iii) in no event shall including the Service Provider be required to provide any other services cost to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Company of such Additional Services) upon which such Additional Services to will be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Closing Date and to amend and/or supplement the Schedules hereto from time Annex A as necessary upon mutual agreement with respect to time to more accurately reflect such past practiceAdditional Services; provided, however, that (i) in no event will the term for providing any Additional Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to requested shall not extend beyond the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement end of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service LevelTransition Period. (c) The provision of Services by the Service Provider shall be subject to Article V hereofTHIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO EXPRESS WARRANTIES OR GUARANTIES, AND THERE ARE NO IMPLIED WARRANTIES OR GUARANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. (d) The parties have agreed to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafter. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. 2.1. To the extent requested by the Buyer, USI and USIS, either directly or through wholly-owned subsidiaries (USI, USIS, and such subsidiaries hereinafter referred to as the "USI Entities"; the employees and officers of the USI Entities are hereinafter referred to as "USI Persons"; and the USI Entities and USI Persons are hereinafter referred to as the "USI Parties") agree to perform the services described on the attached Schedule SA-2.1 (the "Services") with respect to such of the Client Accounts and other insurance business (whether existing at the date hereof or developed hereafter) of the Buyer as the Buyer may specify from time to time (collectively, with the Client Accounts, the "Buyer's Business"): 2.2. The provision of the Services shall be staffed as follows: (a) Notwithstanding anything The USI Persons listed on Schedule SA-22(a) shall be dedicated to the contrary contained herein, other than as set forth performance of the Services specified in Schedule SA-2.2 (a) on a full-time exclusive basis during the applicable Schedule and term hereof. Any substitution for or replacement of such persons shall be subject to Sections 2.4 the prior written consent of the Buyer, which consent shall not be unreasonably withheld. To the extent the parties hereto may agree in good faith that additional USI Persons are required to assist Xx. Xxxxx and 2.10 hereof, Mr. St. Ledger (ior their replacements) in the performance of the Services to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s is acquiring, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU them, as described in Schedule SA-2.2(a), in accordance with the terms hereof, USI and its Affiliates for Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date USIS shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect make such past practice; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsedadditional USI Persons available, subject to the possible extension terms of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods5.1. (b) The Service Provider or its designees parties mutually agree that Xxxxxxx Xxxxxx ("Xxxxxx") will continue to be employed by the USI Northeast and shall perform be dedicated to the performance of the Services only in on a mannerfull-time exclusive basis (except such de minimus commitments of time, scopeconsistent with past practice, nature as shall not interfere with the performance of Xxxxxx'x duties hereunder) from the date hereof through December 31, 1999. USI and quality Chase shall select a replacement for Xx. Xxxxxx (such mannerthe "New Manager"), scopeas follows: (i) On or before November 1, nature and quality1999, USI shall present to the Buyer a proposed New Manager (the "Candidate"), who may be a USI Person, an employee of the Buyer, or a person not then employed by any USI affiliate or by the Buyer. (ii) Within a reasonable time thereafter, the “Applicable Service Level”) Buyer shall inform USI whether such Candidate is acceptable to the Buyer. The Buyer agrees not to reject a Candidate unreasonably, provided that isthe Buyer may reject any Candidate if, in the case good faith opinion of SVU as the Service ProviderBuyer, such Candidate does not have the expertise, knowledge, or insurance industry associations necessary, or otherwise lacks material qualifications necessary to perform the functions previously performed by Xx. Xxxxxx in connection with the Buyer's Business to the accustomed standard. In the event any Candidate is rejected by the Buyer, USI shall propose [an]other Candidate[s] in accordance with the foregoing procedure (including the same in all material respects as acceptance standard for the manner in which such Services were performed or Buyer), until a Candidate is accepted by the Buyer. (iii) Regardless of whether the New Manager ultimately selected is a USI Person, USI agrees that the appropriate USI Parties will provide the New Manager with adequate training regarding the Buyer's Business and Xx. Xxxxxx'x previous responsibilities with respect thereto. (iv) If the New Manager is an employee of the Buyer, it is agreed that the costs of his/her employment will continue to be performed the responsibility of the Buyer. If the New Manager is a USI Person or is otherwise not then an employee of the Buyer, it is agreed that the costs of his/her employment will be the responsibility of the USI Entities. (v) The New Manager shall be dedicated, on a full-time basis, to discharging the duties previously discharged by SVU and its Affiliates for Albertson’s as Xx. Xxxxxx. (vi) After the appointment of immediately prior a New Manager, Xxxxxx shall nonetheless continue to be available to consult with the Buyer's management to the Date extent necessary to assure the fulfillment of the SPA, or, where a specific service level has been provided, as set forth in USI Parties' obligations hereunder. Any replacement of the Schedules hereto and, in the case of Albertson’s as Service Provider, New Manager shall be handled in the manner described on Schedule 2provided above. 2.3. For To the avoidance of doubtextent that the Buyer does not have in place relationships with all Carrier/Providers, any change in service levels provided by and/or all Carrier/Provider Agreements, appropriate for the Service Provider to itself and its Affiliates after the Date conduct of the SPA Buyer's Business, USI shall, upon the Buyer's request provide access to such Carrier/Providers for the Buyer's Business, during the term hereof, and USI and the Buyer shall not affect enter into sub-broker agreements under which the Applicable Service Level Buyer shall have access to such Carrier/Providers on terms no less favorable than those available to USI Parties from time to time. 2.4. All Services are to be provided by affiliates of USI which possesses the requisite skill and licensing necessary to provide such Services. All such services shall be provided in the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedulename of, and as directed by, the Services Buyer as agent/broker of record, except as provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volumeSection 4, amount, level or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date of the SPAbelow. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (c) The provision of Services by the Service Provider shall be subject to Article V hereof. (d) The parties have agreed to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (providedIt is understood, however, that SVU will continue the USI Parties have no authority to cooperate in providing in-house litigation support (use the Buyer's name, the name "Chase", the name "Chase "USI", or any other than litigation management) proprietary name or xxxx of the Buyer and its affiliates for any purpose except to the extent historically provided by SVU necessary to Albertson’s and Albertson’s acknowledges provide the Services. For such purposes, USI Persons may state that during they are "servicing" or "providing services to" the Legal Transition Period in-house litigation support will continue to be provided to SVU by Buyer, but no USI Party shall hold itself out as, or otherwise represent that it is, a part of or affiliated with or in alliance with the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party Buyer or any substituted outside counsel in connection of its affiliates. USI and USIS shall ensure that each USI Party providing Services holds all requisite licenses and authorizations, has all necessary expertise and resources, and is otherwise appropriate to provide such Services at a level at least as high as the USI Parties provide to their own customers. USI and USIS shall assure that all other USI Parties performing Services comply with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafterprovisions hereof. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything The Service Provider shall provide, or cause to be provided, to Recipient the contrary contained hereinservices described on Exhibit A (each, other than as set forth a “Service,” and collectively, the “Services”) commencing on the applicable Schedule Effective Date and subject to Sections 2.4 and 2.10 hereof, continuing through the Term (as defined below) unless (i) otherwise specified for a particular Service on Exhibit A or in accordance with Section 3.02 or (ii) this Agreement is terminated in accordance with the terms and conditions hereof prior to the expiration of the Term. (b) Except as expressly stated in Exhibit A, in the event of any conflict or inconsistency between this Agreement and Exhibit A, this Agreement shall control. Unless otherwise agreed in writing by the Parties, the Services to be provided by SVU as Service Provider hereunder shall be limited to (A) or at the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s is acquiring, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for Albertson’s as direction of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Agreement are limited to those expressly stated herein, and those modified or added to this Agreement by a Service Change (defined in Section 1.03). This Agreement, and the Services, Fees and Expenses (each, as defined below) hereunder, may only be modified by a written amendment executed by both Parties. (c) All Services shall be for the sole use and benefit of Recipient. (d) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require the Service Provider to (i) provide any business managerial, advisory, assurance and representation or audit services to Recipient or to direct the business, financial or strategic policies or decisions of Recipient; (ii) provide any legal services or legal advice to Recipient and Recipient shall not be entitled to rely on the Schedules heretoService Provider for legal advice, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA nor shall any advisory communication be given by the Service ProviderProvider to Recipient be construed as legal advice; (iii) hire any additional employees or other personnel or retain any particular employees or other personnel; (iv) purchase, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; providedlease or license any equipment or software not leased, however, that (i) in no event will licensed or owned by the Service Provider be obligated as of the date hereof; (v) enter into any new contracts or agreements or change the scope of any current contract or agreement, except as expressly required pursuant to this Agreement; or (vi) expand its facilities or incur new capital expenses in order to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2Services. For the avoidance of doubt, any change in service levels provided by the Service Provider shall use commercially reasonable efforts to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided replace departed employees or other personnel to the Receiving Party pursuant extent that such employees or other personnel are necessary to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, provide the Services provided hereunder shall be used at the standard required by Section 1.06; provided, however, that the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business Service Provider shall not be deemed an increase required to replace any departed employees or other personnel during the term of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of ServicesBenefits TSA. The Service Provider shall act not be required to perform any obligation under this Services Agreement solely as an independent contractor and not as an agent that would result in the breach or employee violation of any other applicable Law or third party contract or agreement, including any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (c) The provision of Services by the Service Provider shall be subject to Article V hereof. (d) The parties have agreed to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers Vendor Agreement (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationshipbelow); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafter. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything to the contrary contained herein, other than as set forth on the applicable Schedule and subject to Sections 2.4 and 2.10 hereof, (i) the Services to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s is acquiring, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (c) The provision of Services by the Service Provider shall be subject to Article V hereof. (d) The parties have agreed SVU will provide legal services pursuant to separate the Legal function of SVU and transition certain legal associates to Albertson’s over Schedule 2 hereto, if needed, for a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party SVU will not in any case provide services with respect to commercial or other litigation that the other party Albertson’s has agreed to assume responsibility for, or to indemnify the other party SVU or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date’s); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party Albertson’s will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party SVU or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party Albertson’s as compared to SVU with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, and the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafter. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything to During the contrary contained hereinTerm, the Company shall, and shall cause the other than as set forth on the applicable Schedule and subject to Sections 2.4 and 2.10 hereofCompany Entities to, (i) the Services provide, or cause to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 heretoprovided, (B) as those services and goods to the NAI business which Albertson’s is acquiringHCP Entities that are reasonably requested by HCP from time to time, the Services which SVU including office spaces and its Affiliates have historically provided to the NAI-acquired business, operational support and (C) the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited make available to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date HCP Entities those employees of the SPA Company Entities requested by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto HCP from time to time to more accurately reflect perform such past practice; providedservices (each, howevera “Company Service Provider”), that as reasonably requested by HCP and subject to any limitations on the provision of Company Services (as defined below) contained in any employment agreement between a Company Service Provider and the Company Entities or any other agreement (such services listed in clause (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth of this Section 2(a), the agreement “Company Services”). It is the current intention of the parties with respect to procurement Parties that no Company Service Provider spend more than 10% of goods for his or her business time per year providing Company Services without the Receiving Party and shall control that Service notwithstanding the past practices consent of a majority of the parties with respect members of the board of directors of the Company that are determined to procurement be “independent” pursuant to the rules of goodsthe New York Stock Exchange (the “Independent Directors”). (b) The Service Provider or its designees Company shall perform use commercially reasonable efforts to cause the Company Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant HCP Entities; provided that, the Company shall be under no obligation, and shall have no obligation to this cause the other Company Entities, to (A) provide access to any Company Service Provider if such person’s employment with any of the Company Entities has been terminated or such person refuses or is unable to perform Company Services Agreement. Unless otherwise set forth herein (as defined below); (B) provide any Company Service if the Company determines in good faith that any applicable law or on regulation prevents or prohibits any of the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as Company Entities from providing such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Company Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of the Company Entities is unable to obtain the requisite consents, approvals or authorizations to provide such party’s AffiliatesCompany Service; (C) provide any Company Service if a third party contractor ceases to provide Company Services to any of the Company Entities such that such Company Entity can no longer provide such Company Service or (D) provide any Company Service if any of the Company Entities cease to provide such Company Service to itself or its subsidiaries; provided, that in each such circumstance described in clauses (A) through (D) of this Section 2(a), each Party shall cooperate in good faith and use commercially reasonable efforts to determine the best alternative approach. For The Company Services shall be provided on an as-needed, non-exclusive basis within a reasonable time after HCP requests such Company Services. At any time during the purposes Term, HCP may in its sole discretion reduce or increase the level of clarityCompany Services or terminate or add one or more Company Services on a prospective basis, including reducing or increasing the parties acknowledge and agree that if and to the extent the number of Company Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service LevelProviders. (c) The During the Term, HCP shall, and shall cause the other HCP Entities to, (i) provide, or cause to be provided, those services and goods to the Company Entities that are reasonably requested by the Company from time to time, including office spaces and operational support and (ii) make available to the Company Entities those employees of the HCP Entities requested by the Company from time to time to perform such services (each, an “HCP Service Provider”), as reasonably requested by the Company and subject to any limitations on the provision of HCP Services by the (as defined below) contained in any employment agreement between an HCP Service Provider shall be subject to Article V hereof. and the HCP Entities or any other agreement (dsuch services listed in clause (i) The parties have agreed to separate the Legal function and (ii) of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (this Section 2(b), the “Legal Transition PeriodHCP Services”, and together with the Company Services, the “Services”). At HCP shall use commercially reasonable efforts to cause the Effective Date, certain attorneys responsible for the provision of certain HCP Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by AlbertsonCompany Entities; provided that, HCP shall be under no obligation, and shall have no obligation to cause the other HCP Entities, to (A) provide access to any HCP Service Provider if such person’s as employment with any of the Effective Date)HCP Entities has been terminated or such person refuses or is unable to perform HCP Services; (iiiB) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver HCP Service if HCP determines in good faith that any applicable law or regulation prevents or prohibits any of conflicts of interest or similar waiver reasonably requested by the other party applicable HCP Entities from providing such HCP Service or any substituted outside counsel in connection with of the legal services provided pursuant HCP Entities is unable to this Services Agreementobtain the requisite consents, provided that no approvals or authorizations to provide such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafter. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.HCP Service;

SERVICES TO BE PROVIDED. During the Transition Period (aas defined below) Notwithstanding anything (or such shorter periods as may be specified in Schedule [A-1], Schedule [A-2] and Schedule [B]1, respectively, attached to this Agreement and incorporated herein (each, a “TSA Schedule” and together, the contrary contained herein, other than as set forth on the applicable Schedule and subject “TSA Schedules”) with respect to Sections 2.4 and 2.10 hereofany Services), (i) the Services Emerson shall provide (or cause to be provided by SVU as Service Provider hereunder shall be limited an Affiliate or a third-party provider (each, a “Subcontractor”)) to (A) Newco the Services with respect to which it is listed as the Service Provider services described on Schedule 2 hereto[A-1] and Schedule [A-2] (collectively, and together with the Emerson Facility Services (B) as to the NAI business which Albertson’s is acquiringdefined below), the Services which SVU “Emerson Services”) and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services Newco shall provide (or cause to be provided by Albertson’s as Service Provider hereunder shall be limited an Affiliate or a Subcontractor) to Emerson the services described on Schedule [B] (the “Newco Services” and together with the Emerson Services, or either of the Newco Services with respect to which it is listed or Emerson Services, as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Providercontext requires, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice“Services”); provided, however, that (i) in no event will that, without the Service Recipient’s prior written consent, not to be unreasonably withheld, conditioned or delayed, the Provider be obligated shall not cause a third-party Subcontractor to provide any Service which if doing so would result in an increase in the aggregate Service Charges and out-of-pocket costs for such Service of more than ten percent (A10%) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject compared to the possible extension of Service Charges and out-of-pocket costs applicable to such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto applicable TSA Schedule; provided, further, that the Provider shall remain ultimately responsible for ensuring that the obligations set forth in this Agreement are satisfied with respect to any Service provided by any Subcontractor. The Services shall only be made available for, and the Recipient shall only be entitled to utilize the Services for, the benefit of the operation of, in the case Newco is the Recipient, the Echo Business and natural extensions or evolutions thereof and, in the case Emerson is the Recipient, the businesses of Albertson’s as Service Provider, in Emerson and the manner described on Schedule 2Emerson Retained Subsidiaries (the “Emerson Business”) and natural extensions or evolutions thereof. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall Services will not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein in any location or on the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and jurisdiction to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (c) The provision of Services by the Service Provider shall be subject to Article V hereof. (d) The parties have agreed to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some any or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship)an unrelated legal entity or business is illegal; (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafter. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.,

SERVICES TO BE PROVIDED. (a) Notwithstanding anything Subject to the contrary contained herein, other than as terms and conditions set forth on in this Agreement and the applicable Schedule Financing Documents, the Program Manager hereby agrees to provide the Issuer and subject to Sections 2.4 the Co-Issuer with the following services (the "Services"), consistent with the covenants and 2.10 hereof, agreements of the Issuer and/or the Co-Issuer in the Financing Documents: (i) the Services to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 heretoevaluating Enron Offered Opportunities, (B) if appropriate, bidding to make a Project Loan (it being understood and agreed that the Program Manager is under no obligation to cause the Issuer to make such a bid if it concludes that such Project Loan is not in the best interest of the Issuer taking into consideration the interests of the Holders of Notes, Support Notes and the Holders of Interests, solely in their capacities as to the NAI business which Albertson’s is acquiring, the Services which SVU and its Affiliates have historically provided to the NAI-acquired businesssuch), and (C) if such bid to make a Project Loan is accepted by the Services performed relevant Project Borrower, implementing the making of such Project Loan; (ii) monitoring the Project Loans and other Portfolio Assets and taking actions such that (A) reasonable inquiries are made and appropriate actions are taken with respect to (1) construction and operating performance of the Eligible Projects to which a Project Loan has been made, (2) scheduled payments, if any, not made when due pursuant to any Underlying Instruments, (3) the occurrence of any default or event of default (when it has reason to know of the same) under, any Underlying Instrument or (4) any periodic reports or other information provided to the Issuer pursuant to the Underlying Instruments, (B) Commitments to fund Project Loans are made by SVU the Program Manager, on behalf of the Issuer, only if the Issuer would be able to fund such Project Loans in accordance with the terms of the Common Agreement and (C) administration and collection efforts are attended to in respect of the Project Loans and other Portfolio Assets in a timely manner; (iii) determining and making Permitted Investments and selecting the dates for acquisitions or sales of Permitted Investments, and implementing the acquisition and sale of such Permitted Investments on such dates; (iv) negotiating Hedging Agreements and identifying and selecting Hedge Counterparties; (v) negotiating commitment letters and Underlying Instruments and any confidentiality agreements in respect of Project Loans and documentation providing for the purchase and sale of other Portfolio Assets, including, without limitation, Permitted Investments and the Hedging Agreements; (vi) negotiating Backup Facility Loan Agreements and TIP Investment Management Agreements, as necessary; (vii) determining the structure of Project Loans and forming, establishing and managing Intermediate Funding Entities through which the Issuer may make Project Loans; (ix) exercising rights and remedies associated with Portfolio Assets, including, without limitation, the Project Loans and the Hedging Agreements; (x) providing information (including without limitation information regarding (A) the Project Loans and other Portfolio Assets and (B) the satisfaction of any Portfolio Financial Test, the Reserve Test, the Senior Coverage Test or the Average Life Test) to, and entering into discussions with, the Rating Agencies; (xi) after payment in full of the Notes, (A) determining when, in the opinion of the Program Manager, it would be in the best interests of (1) the Limited Partners to dissolve the Issuer and (2) the shareholder of the Co-Issuer to dissolve the Co-Issuer and (B) liquidating assets of the Issuer in accordance with the Partnership Agreement and the Co-Issuer in accordance with its Affiliates for Albertson’s as organizational documents; (xii) selling or otherwise disposing of immediately Project Loans; (xiii) liquidating all or a portion of any other Collateral; (xiv) at anytime prior to the date Investment Termination Date, determining whether, in light of the SPA; provided that any change in Services after the date composition of the SPA but prior Issuer's portfolio of Project Loans, general market conditions and other pertinent factors, investments in additional Project Loans would either be impracticable or not beneficial to the Effective Date shall Issuer; (xv) determining whether a borrowing or prepayment should be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services made with respect to which it is listed as the Service Provider on Schedule 2 hereto, Backup Facility or the Liquidity Facility and (iii) in no event shall the Service Provider whether additional Class A Notes should be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate issued after the Closing Date, and taking such action as may be necessary to effect such a borrowing, prepayment or issuance, as the case may be; (xvi) determining whether the term of the Issuer should be extended after _______, 2018; (xvii) implementing any redemption or refinancing pursuant to the terms of Article 10 of the Common Agreement and any applicable Financing Document; (xviii) determining the existence and amount of an Issuer Determined Loss; (xix) enforcing the obligations of Enron under the Enron Support Agreement; (xxi) selecting and retaining counsel, engineers and other consultants as may be necessary or appropriate to perform its duties hereunder; (xxii) executing and delivering all documents and instruments and taking such other actions as the Program Manager determines are necessary or appropriate to perform its duties hereunder or in taking any other actions or exercising any other discretions of the Issuer or the Co-Issuer under any Financing Document or otherwise associated with the management of either; (xxiii) ensuring that the Underlying Instruments in respect of a particular Project Loan permit transactions entered into after the Financial Closing Date therefor between the relevant Project Borrower and Affiliates of the equity sponsors only on an "arms-length" basis or better; (xxiv) filing all reports, proxy or information statements and other information with the Commission required pursuant to amend and/or supplement the Schedules hereto informational requirements of the Exchange Act; (xxv) making determinations as to the transfer of funds from time the Collection Account on a date other than a Quarterly Payment Date under Section 3.2(c) of the Security Agreement; and (xxvi) maintaining the books and records of the Issuers including preparation and filing of any financial statements as may be required under the Financing Documents. (b) In providing the Services hereunder, the Program Manager may employ third parties, including its Affiliates, to time to more accurately reflect such past practicerender advice and assistance; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (c) The provision of Services by the Service Provider shall be subject to Article V hereof. (d) The parties have agreed to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafter. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything Subject to the contrary contained hereinterms and conditions of this Agreement, GE Digital shall provide (or cause to be provided) to the Xxxxx Xxxxxx Entities during the Term the following services (each, a “Service” and, collectively, the “Services”): (i) ongoing services that have been provided to the Business and described in any written statements of work, purchase orders, or similar documentation entered into prior to, and in effect as of, the Effective Date (“Continuing Services”); (ii) new services that are mutually agreed upon in one or more written statements of work (including Statements of Work), purchase orders, or similar documentation entered into under this Agreement pursuant to Section 4.01 (“New Services”); and (iii) services that GE Digital makes generally available to other than as GE Industrial Businesses without the requirement for a written statement of work, purchase order or similar documentation (“Base Services”). The Products and Services set forth on Schedule 2.01(a) are illustrative examples of the applicable Schedule Products and subject to Sections 2.4 and 2.10 hereof, Services provided by GE Digital as of the Effective Date. (b) For the avoidance of doubt: (i) the Services to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s is acquiring, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date of the SPA; provided not include any services that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required require GE Digital to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date or communicate Highly Confidential Information unless set forth expressly in a Statement of the SPA by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practiceWork; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement none of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the any services historically provided by SVU inconsistent with applicable Laws or its Affiliates to NAI GE Digital’s legal obligations (including, but not limited to, applicable data protection Laws, export control Laws, or which NAI provided to itselfGE compliance policies), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (c) The provision pricing for each of the Services is as follows: (i) The pricing for Continuing Services will be determined by the Service Provider statement of work or other documentation that is then in effect unless otherwise agreed by the Parties in writing, in which case such lower pricing shall apply; (ii) The pricing for New Services will be determined in accordance with the applicable Statement of Work entered into pursuant to Section 3.01; and (iii) The pricing, if any, for Base Services shall be subject to Article V hereofthe applicable GE Digital Price. (d) The parties have agreed to separate GE Digital shall not discriminate between Xxxxx Xxxxxx, on the Legal function one hand, and other GE Industrial Businesses, on the other, in the offering or scheduling of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Periodany Service, Albertson’s will have the option to make Qualifying Offers (but except as defined expressly set forth in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver nothing in this Agreement shall materially disadvantage the other party with respect entitle Xxxxx Xxxxxx to any matter handled by priority over GE Industrial Businesses in such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafteroffering or scheduling. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything During the Transition Period (as defined below) (or such shorter period as may be agreed in writing with respect to the contrary contained hereinany Services), other than as set forth on the applicable Schedule and subject to Sections 2.4 and 2.10 hereof, Provider shall provide (i) the Services or cause to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s is acquiring, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” an Affiliate or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service Subcontractor in accordance with Section 3.3, 1(c)) to Recipient the following services to be agreed in a writing delivered by Emerson to Vertiv: (i) certain transitional administrative services described in such writing (the “Administrative Services”) and (ii) Schedule 1 hereto sets forth certain IT transition services described in such writing (the agreement “IT Services”) ((i) and (ii) collectively, the “Services”). The Services shall only be made available for, and Recipient shall only be entitled to utilize the Services for, the benefit of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices operation of the parties with respect to procurement of goodsNP Business or the Emerson Business, as applicable. The standard for such services shall be as set forth in Section 3. (b) The Service Provider parties shall cooperate and use commercially reasonable efforts to obtain any consents, permits or its designees shall perform licenses from any third party that may be required in connection with the provision of the Services only in a mannerhereunder; provided that (i) Provider shall not be required to provide any Service hereunder to the extent the provision of such Service is prevented by the failure, scopeafter the exercise of commercially reasonable efforts, nature and quality to obtain any such consent, permit or license (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which case Provider shall provide Recipient reasonable notice and an opportunity to obtain such Services were performed consent, permit or license) and (ii) Provider shall not be required to be performed by SVU and its Affiliates pay to any such third party any amounts to obtain any such consents, permits or licenses. (c) Except for Albertson’s as of immediately prior to the Date those of the SPA, or, where a specific service level has been provided, IT Services as set forth in the Schedules hereto andwriting describing such services, Provider may not, without Recipient’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), directly or through one or more Affiliates, hire or engage one or more subcontractors or other third parties (each, a “Subcontractor”) to perform any or all of Provider’s obligations to provide Services under this Agreement; provided, that the foregoing will not restrict Provider’s ability to provide Services through one or more of its Affiliates; provided, further, that Provider may, without such consent, hire or engage one or more Subcontractors to the extent such Subcontractor is performing such Services as of the date hereof or has provided such Services on behalf of or to the NP Business or the Emerson Business, as applicable, at any time during the twelve-month period preceding the date hereof; provided, further, that Provider shall remain ultimately responsible for ensuring that the obligations set forth in the case of Albertson’s as this Agreement are satisfied with respect to any Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by any Subcontractor. (d) Management of, and control over, the Service Provider to itself and its Affiliates after the Date provision of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the Services provided hereunder (including the determination or designation at any time of the equipment, employees and other resources of Provider, its Affiliates or any Subcontractor engaged in accordance with Section 1(c) to be used in connection with the provision of such Services) shall reside solely with Provider. Without limiting the generality of the foregoing, except as provided in the writing describing the Services delivered concurrently herewith, all labor matters relating to any employees of Provider, its Affiliates and any Subcontractor shall be within the exclusive control of such entity, and Recipient shall not have any rights with respect to, such matters. Except as provided in the writing describing the Services delivered concurrently herewith, Provider shall be solely responsible for the payment of all salary and benefits and all Taxes (including income tax, social security taxes, unemployment compensation, workers’ compensation tax, other employment taxes or withholdings) and premiums and remittances with respect to employees used to provide any Services hereunder. (e) Except to the extent such materials constitute NP Assets or assets of a member of the Vertiv Group (if Provider is an Affiliate of Emerson) or Emerson Assets or assets of a member of the Xxxxxxx Group (if Provider is an Affiliate of Vertiv), all procedures, methods, systems, strategies, tools, equipment, facilities and other resources used by Provider, its Affiliates, or any Subcontractor in connection with the Receiving Party for substantially provision of Services (other than any such items being the same purposes property of Recipient that are provided by Recipient to Provider to facilitate Provider’s provision of the Services to Recipient) hereunder shall remain the property of Provider, its Affiliates or such Subcontractor and in substantially shall at all times be under the same manner sole direction and control of Provider, its Affiliates or such Subcontractor. (f) From time to time during the term of this Agreement, each of Vertiv and Emerson may request the other party (i) to provide additional (including as to volume, amount, level or frequency, as applicable) as or different services which the other party is not expressly obligated to provide under this Agreement if such Services were used services are of the type and scope provided by the Receiving Party as of immediately prior Xxxxxxx Group and/or the Vertiv Group, on the one hand, to the Date Xxxxxxx Group and the Vertiv Group, on the other hand, or vice-versa, in each case during twelve months preceding the date hereof, (ii) expand the scope of any Service or (iii) expand the SPA. Notwithstanding the foregoingduration for which any Service is provided (such additional or expanded services, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of “Additional Services. The Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (c) The provision of Services by the Service Provider shall be subject to Article V hereof. (d) The parties have agreed to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At The party receiving such request for Additional Services shall consider such request in good faith and shall notify the Effective Date, certain attorneys responsible for the provision of certain Services requesting party as promptly as practicable as to Albertson’s (the “Transitioned Attorneys”) whether it will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed provide the historical levels provided by SVU to Albertson’sAdditional Services; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver party shall materially disadvantage the other party with respect be obligated to provide any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary Additional Service unless and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, until the parties will execute a letter agreement confirming agree on the reduction as soon as reasonably possible thereafterterms therefor. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. 2.1 StructureIt hereby permits you to use the Services, solely for the purposes of evaluating its usefulness and functionality, for a period of not more than 30-60 days from the earlier of the date you agree these terms, or you begin to use the Services (a) Notwithstanding the “Trial Period”). 2.2 You agree to be bound by the terms of this Agreement and to ensure that the Permitted User does so as well. Any references to “you” shall be deemed to include the Permitted User. You agree that you will be liable and responsible for the Permitted User’s acts and use of the Services and will ensure that the Permitted User abides by the terms of this Agreement. 2.3 During the Trial Period you agree that the Services may be withdrawn or suspended at any time and that the use of the Services by you, including any information obtained via it, shall not be used for anything to the contrary contained herein, other than as set forth on testing purposes. Accordingly, the applicable Schedule and subject to Sections 2.4 and 2.10 hereof, (i) parties agree that StructureIt shall have no liability or responsibility during the Trial Period for the use of the Services or any data provided or accessed via it. Notwithstanding the foregoing if at any time StructureIt believes that the Services, the Application and/or any hardware is or is likely to be provided by SVU as Service Provider hereunder shall be limited to (A) compromised or that it is being misused in any way then StructureIt may suspend and/or withdraw the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s is acquiring, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for Albertson’s as of immediately without notice. 2.4 You may at any time prior to the date end of the SPA; provided Trial Period terminate this Agreement by giving notice of termination in writing. If notice of termination is not given, then StructureIt will be entitled to assume that any change in you wish to continue using the Services after and may start charging for it. 2.5 Where StructureIt needs to configure the date Services for your use then you must provide such information as StructureIt reasonably requires. You will be responsible for checking that the configuration meets your requirements. You will also be responsible for the timely supply of the SPA but prior to Customer Data (if any) and for the Effective Date shall be approved by the Steering Committee, (ii) configuration of your networks and computer systems so that the Services to can be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, accessed and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level Permitted User. 2.6 After installation or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date commissioning of the SPA. Notwithstanding Services you agree to conduct such tests as are capable of demonstrating the foregoing, the parties acknowledge proper access to and agree that (1) Albertson’s acquisition functioning of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (c) The provision of Services by the Service Provider shall be subject to Article V hereof. (d) The parties have agreed to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafter. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything The categories of Services shall include the services as described on Schedule A and such other services as are reasonably requested by Buyer that are required or advisable to maintain the contrary contained hereincontinuity of the Acquired Business, other than its customers, its products or material supply arrangements and operations. The Parties agree that the details of the specific Services to be provided hereunder, and certain terms related thereto shall be as set forth on Schedules A-l to attached hereto and shall cooperate with each other to ensure appropriate coordination of such Services. Unless otherwise agreed by the applicable Schedule and subject to Sections 2.4 and 2.10 hereof, (i) the Services to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s is acquiringParties, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services shall be performed by SVU Seller for Buyer at a quality level and its Affiliates for Albertson’s as of immediately prior to in a manner that are substantially the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed same as the Service Provider on Schedule 2 hereto, quality level and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be generally performed by SVU and its Affiliates Seller for Albertson’s as of immediately the Acquired Business prior to the Date date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the and Buyer shall use such Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as the Acquired Business had used such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoingdate hereof; provided, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequencyhowever, that SVU Seller shall provide be entitled to obtain such Services from a third party or to discontinue such Services if it does so for its other businesses during the term of this Services Agreement. No modifications to the Services contemplated herein by Seller however, will result in a material change in the level and type of Services provided. Seller will provide Buyer with sixty (60) days' prior written notice of its intention to do so. Seller shall use reasonable efforts to obtain such licenses or other authority as shall be necessary for Seller to grant Buyer access to or use of any restricted software used in the NAI business, performance of Services by Seller hereunder. Buyer shall bear all of Seller's costs and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU expenses associated with obtaining such licenses or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Servicesother authority. The Service Provider Seller shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s AffiliatesBuyer. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (c) The provision of Services by the Service Provider Buyer shall be subject entitled to Article V hereof. (d) The parties have agreed utilize those Services, and the levels thereof that it needs. There is no obligation of Buyer to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some utilize any or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services Services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, Seller in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing accordance with this Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship)Agreement; (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue in the event Buyer elects not to cooperate in providing in-house litigation support (other than litigation management) use a particular Service, it shall notify Seller prior to the extent historically provided by SVU to Albertson’s Closing Date and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that Seller shall have no such waiver shall materially disadvantage the other party further obligations hereunder with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafterService. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything The Service Provider shall provide, or cause to be provided, to Recipient the contrary contained hereinservices described on Exhibit A (each, other than as set forth a “Service,” and collectively, the “Services”) commencing on the applicable Schedule Effective Date and subject to Sections 2.4 and 2.10 hereof, continuing through the Term (as defined below) unless (i) otherwise specified for a particular Service on Exhibit A or in accordance with Section 3.02 or (ii) this Agreement is terminated in accordance with the terms and conditions hereof prior to the expiration of the Term. (b) Except as expressly stated in Exhibit A, in the event of any conflict or inconsistency between this Agreement and Exhibit A, this Agreement shall control. Unless otherwise agreed in writing by the Parties, the Services to be provided by SVU as Service Provider hereunder shall be limited to (A) or at the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s is acquiring, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for Albertson’s as direction of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Agreement are limited to those expressly stated herein, and those modified or added to this Agreement by a Service Change (defined in Section 1.03). This Agreement, and the Services, Fees and Expenses (each, as defined below) hereunder, may only be modified by a written amendment executed by both Parties. (c) All Services shall be for the sole use and benefit of Recipient. (d) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require the Service Provider to (i) provide any business managerial, advisory, assurance and representation or audit services to Recipient or to direct the business, financial or strategic policies or decisions of Recipient; (ii) provide any legal or tax services (other than tax processing services) or legal or tax advice to Recipient and Recipient shall not be entitled to rely on the Schedules heretoService Provider for legal or tax advice or counsel, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA nor shall any advisory communication given by the Service ProviderProvider to Recipient be construed as legal advice; (iii) hire any additional employees or other personnel or retain any particular employees or other personnel; (iv) purchase, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; providedlease or license any equipment or software not leased, however, that (i) in no event will licensed or owned by the Service Provider be obligated as of the date hereof; (v) enter into any new contracts or agreements or change the scope of any current contract or agreement, except as expressly required pursuant to this Agreement; or (vi) expand its facilities or incur new capital expenses in order to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2Services. For the avoidance of doubt, any change in service levels provided by the Service Provider shall use commercially reasonable efforts to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided replace departed employees or other personnel to the Receiving Party pursuant extent that such employees or other personnel are necessary to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, provide the Services provided hereunder shall be used at the standard required by Section 1.06; provided, however, that the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business Service Provider shall not be deemed an increase required to replace any departed employees or other personnel during the term of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of ServicesBenefits TSA. The Service Provider shall act not be required to perform any obligation under this Services Agreement solely as an independent contractor and not as an agent that would result in the breach or employee violation of any other applicable Law or third party contract or agreement, including any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (c) The provision of Services by the Service Provider shall be subject to Article V hereof. (d) The parties have agreed to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers Vendor Agreement (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationshipbelow); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafter. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. During the Service Period, SHMC shall provide, or cause to be provided, to Seritage the services (aeach, a “Service”) Notwithstanding anything described on Exhibit A attached hereto (the “Service Schedules”) to the contrary contained herein, other than as set forth extent not prohibited by applicable Law. “Service Period” shall mean the period commencing on the applicable Schedule Closing Date and subject continuing until 5:00 p.m. (Central Time) on the last day of the month in which the 18 calendar month anniversary of the Closing Date occurs (the “Expiration Date”). This Agreement shall automatically (and without notice) expire at 5:00 p.m. (Central Time) on the Expiration Date, unless otherwise agreed by the Parties in writing after the date of this Agreement, it being understood that neither Party has the right to Sections 2.4 renew or extend the Service Period without the written consent of the other Party. Except as expressly stated in Exhibit A, in the event of any conflict or inconsistency between this Agreement and 2.10 hereofExhibit A, (i) this Agreement shall control. Unless otherwise agreed by the Parties in writing, the Services to be provided by SVU as Service Provider hereunder shall be or at the direction of SHMC under this Agreement are limited to (A) the Services with respect those expressly stated herein, and those modified or added to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s is acquiring, the Services which SVU and its Affiliates have historically provided to the NAI-acquired businessSchedules by a Service Change. This Agreement, and (C) the Services performed Services, Fees and Expenses hereunder, may only be modified by SVU and its Affiliates for Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved a written amendment executed by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 heretoboth Parties, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties both Parties acknowledge and agree that they have sought to identify all Services to in the absence of such signed written amendment, neither Party shall rely (and any such reliance would be provided unreasonable) upon any proposed amendment or course of dealing by the Service Provider under Parties. Notwithstanding anything in this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Providercontrary, the parties nothing in this Agreement shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; provided, however, that (i) in no event will the Service Provider be obligated require or permit SHMC to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated business managerial services to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed Seritage or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to direct the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision financial or strategic policies or decisions of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service LevelSeritage. (c) The provision of Services by the Service Provider shall be subject to Article V hereof. (d) The parties have agreed to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafter. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything to During the contrary contained hereinTerm, the Company shall, and shall cause the other than as set forth on the applicable Schedule and subject to Sections 2.4 and 2.10 hereofCompany Entities to, (i) the Services provide, or cause to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 heretoprovided, (B) as those services and goods to the NAI business which Albertson’s is acquiringHCP Entities that are reasonably requested by HCP from time to time, the Services which SVU including office spaces and its Affiliates have historically provided to the NAI-acquired business, operational support and (C) the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited make available to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date HCP Entities those employees of the SPA Company Entities requested by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto HCP from time to time to more accurately reflect perform such past practice; providedservices (each, howevera “Company Service Provider”), that as reasonably requested by HCP and subject to any limitations on the provision of Company Services (as defined below) contained in any employment agreement between a Company Service Provider and the Company Entities or any other agreement (such services listed in clause (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth of this Section 2(a), the agreement “Company Services”). It is the current intention of the parties with respect to procurement Parties that no Company Service Provider spend more than 10% of goods for his or her business time per year providing Company Services without the Receiving Party and shall control that Service notwithstanding the past practices consent of a majority of the parties with respect members of the board of directors of the Company that are determined to procurement be “independent” pursuant to the rules of goodsthe New York Stock Exchange (the “Independent Directors”). (b) The Service Provider or its designees Company shall perform use commercially reasonable efforts to cause the Company Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant HCP Entities; provided that, the Company shall be under no obligation, and shall have no obligation to this cause the other Company Entities, to (A) provide access to any Company Service Provider if such person’s employment with any of the Company Entities has been terminated or such person refuses or is unable to perform Company Services Agreement. Unless otherwise set forth herein (as defined below); (B) provide any Company Service if the Company determines in good faith that any applicable law or on regulation prevents or prohibits any of the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as Company Entities from providing such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Company Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of the Company Entities is unable to obtain the requisite consents, approvals or authorizations to provide such party’s AffiliatesCompany Service; (C) provide any Company Service if a third party contractor ceases to provide Company Services to any of the Company Entities such that such Company Entity can no longer provide such Company Service or (D) provide any Company Service if any of the Company Entities cease to provide such Company Service to itself or its subsidiaries; provided, that in each such circumstance described in clauses (A) through (D) of this Section 2(a), each Party shall cooperate in good faith and use commercially reasonable efforts to determine the best alternative approach. For The Company Services shall be provided on an as-needed, non-exclusive basis within a reasonable time after HCP requests such Company Services. At any time during the purposes Term, HCP may in its sole discretion reduce or increase the level of clarityCompany Services or terminate or add one or more Company Services on a prospective basis, including reducing or increasing the parties acknowledge and agree that if and to the extent the number of Company Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service LevelProviders. (c) The During the Term, HCP shall, and shall cause the other HCP Entities to, (i) provide, or cause to be provided, those services and goods to the Company Entities that are reasonably requested by the Company from time to time, including office spaces and operational support and (ii) make available to the Company Entities those employees of the HCP Entities requested by the Company from time to time to perform such services (each, an “HCP Service Provider”), as reasonably requested by the Company and subject to any limitations on the provision of HCP Services by the (as defined below) contained in any employment agreement between an HCP Service Provider shall be subject to Article V hereof. and the HCP Entities or any other agreement (dsuch services listed in clause (i) The parties have agreed to separate the Legal function and (ii) of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (this Section 2(b), the “Legal Transition PeriodHCP Services”, and together with the Company Services, the “Services”). At HCP shall use commercially reasonable efforts to cause the Effective Date, certain attorneys responsible for the provision of certain HCP Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by AlbertsonCompany Entities; provided that, HCP shall be under no obligation, and shall have no obligation to cause the other HCP Entities, to (A) provide access to any HCP Service Provider if such person’s as employment with any of the Effective Date)HCP Entities has been terminated or such person refuses or is unable to perform HCP Services; (iiiB) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver HCP Service if HCP determines in good faith that any applicable law or regulation prevents or prohibits any of conflicts of interest or similar waiver reasonably requested by the other party applicable HCP Entities from providing such HCP Service or any substituted outside counsel in connection with of the legal services provided pursuant HCP Entities is unable to this obtain the requisite consents, approvals or authorizations to provide such HCP Service; (C) provide any HCP Service if a third party contractor ceases to provide HCP Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by of the HCP Entities such counsel. Upon that such HCP Entity can no longer provide such HCP Service or (D) provide any HCP Service if any of the elimination HCP Entities cease to provide such HCP Service to itself or its affiliated funds; provided, that in each such circumstance described in clauses (A) through (D) of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafter. (e) Similar to the legal transition referenced in Section 2.1(d2(b), each Party shall cooperate in good faith and use commercially reasonable efforts to determine the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.best alternative

SERVICES TO BE PROVIDED. 1.1 AICL shall furnish or cause to be furnished (in the same manner and reasonably of the same quality as such services and facilities are furnished to its affiliates) services and facilities to the Companies (which, to the extent not specified below to be subject to separate billing by AICL will be provided in Bermuda) required by the Companies in the ordinary course of the business of the Companies which are described and classified as follows: (a) Notwithstanding anything office space in Bermuda not to exceed 7,508 usable square feet, which space may be owned by AICL or one of its affiliates or may be leased from others, and which shall include as a part thereof cleaning, elevator service, repair and engineering services, provided that the contrary contained herein, Companies shall have no right to use the said office space for any purpose other than as office space for their own respective business purposes and shall not licence, let or otherwise demise (or purport to) the said office space to any person, company or other entity ; (b) the information technology services set forth out in Part A of Schedule 1 hereto; (c) payroll and pension administration services as described in Schedule 2 hereto (provided that pension plan portfolio management services will, to the extent required by either of the Companies, be separately contracted for by AICL and billed to the Companies); (d) human resource services as described in Schedule 3 hereto; (e) making travel arrangements for overseas travel by employees of the Company for business purposes and making hotel bookings in each case, as required; (f) a purchasing department , provided that, to the extent that any supplies are purchased by AICL on behalf of either of the applicable Schedule Companies, the cost of such supplies shall be billed to the Companies; (g) telephone services (provided that the cost of such services shall additionally be billed to the Companies); (h) printing, reproduction and subject document binding services (provided that the cost of such services shall additionally be billed to Sections 2.4 and 2.10 hereof, the Companies); and (i) a mail and communications department, including, but not limited to, messenger, mail handling and postage services (provided that the Services cost of such services shall additionally be billed to the Companies). Any other services or departments found to be necessary or desirable by either of the Companies should be provided by SVU as Service Provider hereunder AICL only after separate negotiation and agreement by all parties hereto. The additional costs of any such other services or departments shall be limited allocated in an equitable manner to (A) be agreed upon by the Services with respect to which it is listed as the Service Provider on Schedule 2 parties hereto, (B) as . 1.2 AICL hereby represents and warrants to the NAI business which Albertson’s is acquiring, the Services which SVU and its Affiliates have historically Companies that any software licensed or otherwise provided to the NAICompanies hereunder by AICL shall not infringe upon the copyrights of any other person . With respect to any computer software provided to either of the Companies pursuant to Section 1.1 hereof ("AICL Computer Software"), each of the Companies acknowledges that it hereby accepts from AICL the non-acquired businessexclusive, non-transferable, non-assignable right to use such AICL Computer Software solely and exclusively in connection with its insurance operations, all in accordance with the further terms and conditions of the Agreement. Any and all copyrights, of common law or statutory rights and powers, relating to any such AICL Computer Software (or any operating manuals relating thereto) shall be and remain at all times the sole and exclusive property of AICL, and the right of the Companies to use such AICL Computer Software shall be solely as a licensee of AICL pursuant hereto. Such AICL Computer Software may not be copied, duplicated or otherwise reproduced, in whole or in part, without the prior written consent of AICL, and nothing there from may be disclosed to any person other than those to whom such disclosure is authorized by AICL. Such AICL Computer Software shall be returned to AICL upon termination of this Agreement and, in any event, upon completion of the use for which they are hereby provided. 1.2.1 The Companies hereby agree that they will establish, within eighteen (C18) months from the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the effective date of this Agreement, their own IT environment and systems (including network, internet, email and disaster recovery) and that the SPA; provided that costs associated therewith, including without limitation costs of or relating to (i) any change in Services after the date of the SPA hardware, including but prior not limited to the Effective Date shall be approved by the Steering Committeeservers and photocopiers, (ii) the Services to non-AICL technical support, (iii) software or other licenses that may be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 heretorequired, and (iiiiv) internet access, data communication lines, telephone lines and maintenance contracts, will be for the account of the Companies. Notwithstanding the provisions of this Section 1.2.1, unless otherwise specified in no event this Agreement, the costs and expenses associated with the provision by AICL of the services set out in Part A of Schedule 1 hereto, shall be for the Service Provider be required to provide any other services account of AICL until such time as the Companies establish their own IT environment as contemplated hereby at which time the costs and expenses relating to the Receiving Partyservices listed under the heading "Miscellaneous Services" shall be for the account of the Companies. 1.3 With respect to any equipment, furniture or other furnishings or fixtures (collectively, "Equipment") provided to either of the Companies pursuant to Section 1.1 hereof, each of the Companies acknowledges that such Equipment is, and at all times during the term of this Agreement and thereafter shall remain, the property of AICL and neither of the Companies shall have any right, title of interest therein or thereto except as provided herein. Upon AICL's request, the Companies shall affix and keep in a prominent place on each item of Equipment labels, plates or other markings indicating that the Equipment is owned by AICL. The parties acknowledge Companies shall not make any modifications, alterations, additions or improvements to the Equipment without AICL's prior written consent. All such additions and improvements shall belong to AICL. The Equipment shall remain personal property of AICL regardless of its affixation to any realty. The Companies shall keep the Equipment at the office space provided to the Companies by AICL pursuant to Section 1.1 hereof and, unless otherwise agreed to by AICL in writing, shall not remove any of the same there from without AICL's prior written consent. The Companies covenant and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; provided, however, that (i) keep the Equipment in no event will the Service Provider be obligated good repair (reasonable wear and tear excepted) and comply with all laws, ordinances, regulations or requirements of any governmental authority relating to provide any Service which (A) is listed on Schedule 2 as “deleted” its installation, possession, use or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, maintenances and (ii) Schedule 1 hereto sets forth keep the agreement Equipment free and clear of the parties with respect to procurement of goods for the Receiving Party all liens and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goodsencumbrances. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (c) The provision of Services by the Service Provider shall be subject to Article V hereof. (d) The parties have agreed to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafter. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything to During the contrary contained herein, other than term of this Agreement as set forth in Article III (the “Transition Period”) and on the applicable Schedule terms and subject to Sections 2.4 the conditions of this Agreement and 2.10 hereofupon reasonable advance request of Unitil, NiSource will provide, or cause one or more of its Affiliates to provide, to Unitil (i) the Services to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (BCompanies) as to the NAI business which Albertson’s is acquiring, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date each of the SPA; provided that any change services (the “Services”) described in Services after the date of the SPA but prior to Annex A hereto from the Effective Date shall be approved by and for the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services periods of time described therein with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date each of the SPA Services, unless notice is given by the Service ProviderUnitil of early termination or extension of time pursuant to Article 3 herein, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; provided, however, that (i) in under no event circumstances will the Service Provider NiSource or its Affiliates be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject services to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth Companies that NiSource or its Affiliates do not currently provide to the agreement Companies as of the parties with respect date of this Agreement. Services provided by NiSource under this Agreement shall not include any actions or obligations NiSource is otherwise required to procurement of goods for perform under the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goodsPurchase Agreement. (b) The Service Provider From time to time during the term of this Agreement, Unitil may request that NiSource or one of its designees shall perform the Services only in Affiliates provide services to Unitil that are not set forth on Annex A on a mannertemporary, scope, nature and quality urgent basis (such manner, scope, nature and quality, the “Applicable Service LevelTemporary Services”). Upon receipt of such request from Unitil, NiSource will respond in writing to Unitil, within two business days of Unitil’s request, notifying Unitil: (i) that is, in the case whether NiSource or one of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertsonis willing to provide the Temporary Services on such a temporary basis and (ii) the date upon which NiSource expects it can begin providing such Temporary Services. If NiSource so notifies Unitil that it will provide such Temporary Services, then upon receipt by NiSource of Unitil’s as written confirmation and acknowledgment of immediately prior NiSource’s notice, NiSource or one of its Affiliates will use commercially reasonable efforts to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided begin providing such requested Temporary Services by the Service Provider to itself and its Affiliates after the Date date specified in NiSource’s written notice. Within five (5) days of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoingNiSource’s notice, the parties acknowledge and agree that (1) Albertson’s acquisition will negotiate in good faith a supplement to Annex A setting forth the terms upon which the Temporary Services will be provided, including the specific definition of the NAI business shall scope of the services and the duration of the services. If the parties have not be deemed an increase of volumeagreed upon and executed such supplement to Annex A within such five (5) day period, amount, level or frequency, that SVU shall NiSource’s written agreement to provide the Temporary Services contemplated herein will cease to be effective and NiSource’s obligations to provide the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Temporary Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee will terminate without liability of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Levelkind. (c) The provision Annex A provides a general description of Services by the Service Provider shall be subject to Article V hereof. (d) The parties have agreed to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Dateservices, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate along with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’sspecific services, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by hereunder. The Parties recognize that Unitil may request certain follow-up or ancillary services which are within the remaining SVU legal function not hired by Albertson’s as scope of the Effective Date); (iii) SVU will not be responsible for providing legal specific services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafter. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit Gin Annex A but not specifically listed therein. NiSource shall use good faith efforts to provide such follow-up or ancillary services, andsubject to all the terms and conditions of this Agreement. To the extent Unitil requests services beyond the scope of the specific services described in Annex A, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafterit may request Temporary Services in accordance with Section 1.2(b) above. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything to the contrary contained herein, other than as set forth on the applicable Schedule and subject to Sections 2.4 and 2.10 hereof, (i) the Services to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s LLC is acquiring, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for New Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, Committee (ii) the Services to be provided by New Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for New Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of New Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s the acquisition of the NAI business by Albertson’s LLC shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) New Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (c) The provision of Services by the Service Provider shall be subject to Article V hereof. (d) The parties have agreed SVU will provide legal services pursuant to separate the Legal function of SVU and transition certain legal associates to Albertson’s over Schedule 2 hereto, if needed, for a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by New Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to New Albertson’s hereunder will be acting on behalf of and as counsel for New Albertson’s, and that (as between New Albertson’s and SVU) New Albertson’s will control the attorney-client relationship); (ii) neither party SVU will not in any case provide services with respect to commercial or other litigation that the other party New Albertson’s has agreed to assume responsibility for, or to indemnify the other party SVU or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to New Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date’s); (iii) SVU will not be responsible for providing legal services to New Albertson’s in quantities that exceed the historical levels provided by SVU to New Albertson’s; and (iv) each party New Albertson’s will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party SVU or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party New Albertson’s as compared to SVU with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to New Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in New Albertson’s sole discretion, and, if necessary, and the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafter. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything to During the contrary contained hereinTerm, the Company shall, and shall cause the other than as set forth on the applicable Schedule and subject to Sections 2.4 and 2.10 hereofCompany Entities to, (i) the Services provide, or cause to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 heretoprovided, (B) as those services and goods to the NAI business which Albertson’s is acquiringHCP Entities that are reasonably requested by HCP from time to time, the Services which SVU including office spaces and its Affiliates have historically provided to the NAI-acquired business, operational support and (C) the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited make available to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date HCP Entities those employees of the SPA Company Entities requested by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto HCP from time to time to more accurately reflect perform such past practice; providedservices (each, howevera “Company Service Provider”), that as reasonably requested by HCP and subject to any limitations on the provision of Company Services (as defined below) contained in any employment agreement between a Company Service Provider and the Company Entities or any other agreement (such services listed in clause (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth of this Section 2(a), the agreement “Company Services”). It is the current intention of the parties with respect to procurement Parties that no Company Service Provider spend more than 10% of goods for his or her business time per year providing Company Services without the Receiving Party and shall control that Service notwithstanding the past practices consent of a majority of the parties with respect members of the board of directors of the Company that are determined to procurement be “independent” pursuant to the rules of goodsthe New York Stock Exchange (the “Independent Directors”). (b) The Service Provider or its designees Company shall perform use commercially reasonable efforts to cause the Company Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to the Date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant HCP Entities; provided that, the Company shall be under no obligation, and shall have no obligation to this cause the other Company Entities, to (A) provide access to any Company Service Provider if such person’s employment with any of the Company Entities has been terminated or such person refuses or is unable to perform Company Services Agreement. Unless otherwise set forth herein (as defined below); (B) provide any Company Service if the Company determines in good faith that any applicable law or on regulation prevents or prohibits any of the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as Company Entities from providing such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoing, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein to the NAI business, and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Services. The Company Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of the Company Entities is unable to obtain the requisite consents, approvals or authorizations to provide such party’s AffiliatesCompany Service; (C) provide any Company Service if a third party contractor ceases to provide Company Services to any of the Company Entities such that such Company Entity can no longer provide such Company Service or (D) provide any Company Service if any of the Company Entities cease to provide such Company Service to itself or its subsidiaries; provided, that in each such circumstance described in clauses (A) through (D) of this Section 2(a), each Party shall cooperate in good faith and use commercially reasonable efforts to determine the best alternative approach. For The Company Services shall be provided on an as-needed, non-exclusive basis within a reasonable time after HCP requests such Company Services. At any time during the purposes Term, HCP may in its sole discretion reduce or increase the level of clarityCompany Services or terminate or add one or more Company Services on a prospective basis, including reducing or increasing the parties acknowledge and agree that if and to the extent the number of Company Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service LevelProviders. (c) The During the Term, HCP shall, and shall cause the other HCP Entities to, (i) provide, or cause to be provided, those services and goods to the Company Entities that are reasonably requested by the Company from time to time, including office spaces and operational support and (ii) make available to the Company Entities those employees of the HCP Entities requested by the Company from time to time to perform such services (each, an “HCP Service Provider”), as reasonably requested by the Company and subject to any limitations on the provision of HCP Services by the (as defined below) contained in any employment agreement between an HCP Service Provider and the HCP Entities or any other agreement (such services listed in clause (i) and (ii) of this Section 2(b), the “HCP Services”, and together with the Company Services, the “Services”). HCP shall use commercially reasonable efforts to cause the HCP Services to be provided to the Company Entities; provided that, HCP shall be subject under no obligation, and shall have no obligation to Article V hereofcause the other HCP Entities, to (A) provide access to any HCP Service Provider if such person’s employment with any of the HCP Entities has been terminated or such person refuses or is unable to perform HCP Services; (B) provide any HCP Service if HCP determines in good faith that any applicable law or regulation prevents or prohibits any of the applicable HCP Entities from providing such HCP Service or any of the HCP Entities is unable to obtain the requisite consents, approvals or authorizations to provide such HCP Service; (C) provide any HCP Service if a third party contractor ceases to provide HCP Services to any of the HCP Entities such that such HCP Entity can no longer provide such HCP Service or (D) provide any HCP Service if any of the HCP Entities cease to provide such HCP Service to itself or its affiliated funds; provided, that in each such circumstance described in clauses (A) through (D) of this Section 2(b), each Party shall cooperate in good faith and use commercially reasonable efforts to determine the best alternative approach. The HCP Services shall be provided on an as-needed, non-exclusive basis within a reasonable time after the Company requests such HCP Services. At any time during the Term, the Company may in its sole discretion reduce or increase the level of HCP Services or terminate or add one or more HCP Services on a prospective basis, including reducing or increasing the number of HCP Service Providers. (d) The parties have agreed Parties mutually acknowledge and agree that the execution of this Agreement and the performance of Services hereunder shall not constitute a breach of, or otherwise contravene the terms of any employment agreement or other material agreement or contract to separate which the Legal function Company Entities or HCP is a party or otherwise bound. Notwithstanding the above, except as expressly set forth herein, the Parties acknowledge and agree that the Services are provided as-is, that the HCP Entities and the Company Entities assume all risks and liabilities arising from or relating to its use of SVU and transition certain legal associates reliance upon the Company Services and the HCP Services, respectively, and neither the HCP Entities, the Company Entities nor any individual providing Services make any representation or warranty with respect thereto. Except as expressly set forth herein, the HCP Entities, the Company Entities and the individuals providing Services hereby expressly disclaim all representations and warranties regarding the Services, whether express or implied, including any representation or warranty in regard to Albertson’s over a period of up to ninety quality, performance, noninfringement, compliance with laws or regulations (90) days after the Effective Date (the “Legal Transition Period”domestic and foreign). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Periodcommercial utility, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some merchantability or all of an additional group of identified members fitness of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from Services for a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafterparticular purpose. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything The categories of Services shall include the services as described on Schedule A. The Parties agree that the details of the specific Services to the contrary contained hereinbe provided hereunder, other than and certain terms related thereto shall be as set forth on Schedules A-l to A- attached hereto and shall cooperate with each other to ensure appropriate coordination of such Services. Unless otherwise agreed by the applicable Schedule and subject to Sections 2.4 and 2.10 hereof, (i) the Services to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, (B) as to the NAI business which Albertson’s is acquiringParties, the Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services shall be performed by SVU Buyer for Seller at a quality level and its Affiliates for Albertson’s as of immediately prior to in a manner that are substantially the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed same as the Service Provider on Schedule 2 hereto, quality level and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU as the Service Provider, the same in all material respects as the manner in which such Services were performed or to be generally performed by SVU and its Affiliates for Albertson’s as of immediately Seller prior to the Date date of the SPA, or, where a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by the Service Provider to itself and its Affiliates after the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the and Seller shall use such Services provided hereunder shall be used by the Receiving Party for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as the Acquired Business had provided such Services were used by the Receiving Party as of immediately prior to the Date of the SPA. Notwithstanding the foregoingdate hereof; provided, the parties acknowledge and agree that (1) Albertson’s acquisition of the NAI business shall not be deemed an increase of volume, amount, level or frequencyhowever, that SVU Buyer shall provide be entitled to obtain such Services from a third party during the term of this Services Agreement. No modifications to the Services contemplated herein by Buyer however, will result in a material change in the level and type of Services provided. Buyer will provide Seller with sixty (60) days' prior written notice of its intention to do so. Buyer shall use reasonable efforts to obtain such licenses or other authority as shall be necessary for Buyer to grant Seller access to or use of any restricted software used in the NAI business, performance of Services by Buyer hereunder. Seller shall bear all of Buyer's costs and that SVU’s provision of services to the NAI business shall include the services historically provided by SVU expenses associated with obtaining such licenses or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s request for Services for New Stores as defined in Exhibit A shall not constitute an increase in volume, amount, level of frequency of Servicesother authority. The Service Provider Buyer shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s AffiliatesSeller. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Level. (c) The provision of Services by the Service Provider Seller shall be subject entitled to Article V hereof. (d) The parties have agreed utilize those Services, and the levels thereof that it needs. There is no obligation of Seller to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition Period”). At the Effective Date, certain attorneys responsible for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition Period, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some utilize any or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate with respect to the transition of legal matters between them, and each of Albertson’s (but only with respect to the services Services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 hereto, if needed, provided that (i) SVU may, Buyer in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing accordance with this Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship)Agreement; (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA (provided, however, that SVU will continue in the event Seller elects not to cooperate in providing in-house litigation support (other than litigation management) use a particular Service, it shall notify Buyer prior to the extent historically provided by SVU to Albertson’s Closing Date and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not be responsible for providing legal services to Albertson’s in quantities that exceed the historical levels provided by SVU to Albertson’s; and (iv) each party will provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection with the legal services provided pursuant to this Services Agreement, provided that Buyer shall have no such waiver shall materially disadvantage the other party further obligations hereunder with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafterService. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.

SERVICES TO BE PROVIDED. (a) Notwithstanding anything Unless otherwise agreed by the Parties, (1) Sellers shall use commercially reasonable efforts to perform, or to cause their respective Service Providers to perform the contrary contained herein, other than as set forth on the applicable Schedule and subject to Sections 2.4 and 2.10 hereof, Scheduled Services (i) the Services to be provided by SVU as Service Provider hereunder shall be limited to (A) the Services with respect to which it in a manner that is listed as the Service Provider on Schedule 2 hereto, (B) as substantially similar in all material respects to the NAI business manner in which Albertson’s is acquiring, the such Scheduled Services which SVU and its Affiliates have historically provided to the NAI-acquired business, and (C) the Services performed by SVU and its Affiliates for Albertson’s as of immediately prior to the date of the SPA; provided that any change in Services after the date of the SPA but prior to the Effective Date shall be approved by the Steering Committee, (ii) the Services to be provided by Albertson’s as Service Provider hereunder shall be limited to the Services with respect to which it is listed as the Service Provider on Schedule 2 hereto, and (iii) in no event shall the Service Provider be required to provide any other services to the Receiving Party. The parties acknowledge and agree that they have sought to identify all Services to be provided by the Service Provider under this Services Agreement on the Schedules hereto, but that if the Schedules do not include the Services were performed immediately prior to the date of the SPA by the Service Provider, the parties shall cooperate after the Phase II Closing Date to amend and/or supplement the Schedules hereto from time to time to more accurately reflect such past practice; provided, however, that (i) in no event will the Service Provider be obligated to provide any Service which (A) is listed on Schedule 2 as “deleted” or indicated in any way as no longer required or (B) is indicated to be provided only on a temporary basis and such time period has lapsed, subject to the possible extension of such Service in accordance with Section 3.3, and (ii) Schedule 1 hereto sets forth the agreement at a level of the parties with respect to procurement of goods for the Receiving Party and shall control that Service notwithstanding the past practices of the parties with respect to procurement of goods. (b) The Service Provider or its designees shall perform the Services only in a manner, scope, nature and quality (such manner, scope, nature and quality, the “Applicable Service Level”) that is, in the case of SVU responsiveness and timeliness at least as high as the Service Provider, the same in all material respects as the manner in level at which such Scheduled Services were performed or to be performed by SVU and its Affiliates for Albertson’s as of immediately prior to the Date Phase II Closing; (2) each of Sellers shall be required to perform, or to cause the SPAother applicable Service Providers to perform, or, where all other Services in a specific service level has been provided, as set forth in the Schedules hereto and, in the case of Albertson’s as Service Provider, in the manner described on Schedule 2. For the avoidance of doubt, any change in service levels provided by professional manner; and (3) the Service Provider to itself and its Affiliates after Recipients shall use the Date of the SPA shall not affect the Applicable Service Level to be provided to the Receiving Party pursuant to this Scheduled Services Agreement. Unless otherwise set forth herein or on the applicable Schedule, the Services provided hereunder shall be used by the Receiving Party solely for substantially the same purposes and in substantially the same manner (including as to peak volume, amount, level level, or frequency, as applicable) as such the Services were have been used by the Receiving Party as of immediately Sellers prior to Phase II Closing Date. In no event shall the Date scope of any Scheduled Service required to be performed hereunder exceed that described on Schedule A unless otherwise agreed in writing. (b) If it is necessary for a Service Provider to increase staffing or acquire equipment or make any investments or capital expenditures or otherwise absorb or incur incremental expenses in order to provide any Service as a result of the SPA. Notwithstanding conversion or transition of such Service (including, for example, costs incurred by a Service Provider in order to segregate books and records for the foregoingService Recipient from other books and records of the Service Provider), and if the Service Recipient has previously approved such increase, acquisition, investment, expenditure or other expense in writing, the parties acknowledge and agree that (1) Albertson’s acquisition of Service Recipient agrees to reimburse the NAI business shall not be deemed applicable Service Provider an increase of volume, amount, level or frequency, that SVU shall provide the Services contemplated herein amount equal to the NAI businessreasonable, documented, actual costs and that SVU’s provision of services to the NAI business shall include the services historically provided expenses incurred by SVU or its Affiliates to NAI (or which NAI provided to itself), as well as the Services identified on Schedule 2, and (2) Albertson’s such Service Provider in connection therewith. Any request for Services for New Stores as defined in Exhibit A reimbursement hereunder shall not constitute an increase in volume, amount, level of frequency of Services. The Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other party or any of such party’s Affiliates. For the purposes of clarity, the parties acknowledge and agree that if and to the extent the Service Provider changes systems and processes used be included in the course of its business for its own account the Service Provider shall not permit such changes to degrade the Applicable Service Levelmonthly statement described in Section 3.02(a) and paid in accordance with Section 3.02. (c) The Parties will use good faith efforts to reasonably cooperate with one another in all matters relating to the provision and receipt of Services Services, including by obtaining all consents, licenses or approvals from third parties necessary to permit the Service Provider shall be subject Providers to Article V hereof. perform their obligations hereunder (d) The parties have agreed to separate the Legal function of SVU and transition certain legal associates to Albertson’s over a period of up to ninety (90) days after the Effective Date (the “Legal Transition PeriodRequired Consents”). At the Effective DateThe Sellers represent that, certain attorneys responsible except for the provision of certain Services to Albertson’s (the “Transitioned Attorneys”) will transition to Required Consents from Xxxxxxxxxx.xxx, and become employed by Albertson’s at Albertson’s option. At some point during the Legal Transition PeriodXxxx Systems Associates, Albertson’s will have the option to make Qualifying Offers (as defined in the SPA) to some or all of an additional group of identified members of the SVU Legal function. During the Legal Transition Period, the parties will cooperate Inc. and with respect to the transition existing Xxxx system (the “Xxxx Consent”), to the Sellers’ Knowledge, following Sellers’ reasonable inquiry and investigation, there are no other outstanding Required Consents for the performance of legal matters between themthe Services hereunder. The Sellers agree that they will notify ReadyCap in writing promptly upon determining that any other Required Consent is required for the performance of the Services hereunder. The provision of any Services hereunder relating to the existing Xxxx system, is subject to and conditioned upon the Service Recipients obtaining the Xxxx Consent at its sole cost. Except as provided in the immediately preceding sentence, the Sellers shall use reasonable best efforts to minimize the costs of obtaining any Required Consent, and, if a third party requires payment of a consent or other fee in order for the Service Provider to perform its obligations hereunder, each of Buyers and Cortland, on the one hand, and each of Albertson’s (but only with respect to the services provided by the Transitioned Attorneys and only to the extent historically provided to SVU) and SVU will provide legal services pursuant to Schedule 2 heretoSellers, if needed, provided that (i) SVU may, in its discretion and at its expense, provide outside counsel (reasonably selected from a list of outside counsel used by Albertson’s prior to the Effective Date) in lieu of providing such legal services directly (it being understood that such outside counsel providing Services to Albertson’s hereunder will be acting on behalf of and as counsel for Albertson’s, and that (as between Albertson’s and SVU) Albertson’s will control the attorney-client relationship); (ii) neither party will in any case provide services with respect to commercial or other litigation that the other party has agreed hand, shall be responsible to assume responsibility for, or to indemnify the other party or its Affiliates for, pursuant to the SPA pay fifty percent (50%) of such costs; provided, however, that SVU will continue to cooperate in providing in-house litigation support (other than litigation management) to the extent historically provided by SVU to Albertson’s Buyers and Albertson’s acknowledges that during the Legal Transition Period in-house litigation support will continue to be provided to SVU by the remaining SVU legal function not hired by Albertson’s as of the Effective Date); (iii) SVU will not Cortland shall be responsible for providing legal services one-hundred percent (100%) of any such costs payable to Albertson’s Xxxxxxxxxx.xxx or its affiliates. The fees listed on Schedule A are exclusive of any and all license fees, consent fees, upgrade fees, administrative fees and related costs and expenses that are required to be paid to obtain any Required Consent. For the avoidance of doubt, nothing in quantities that exceed the historical levels provided by SVU foregoing sentence is intended to Albertson’s; and (iv) each party will require ReadyCap or the Service Providers to bear any portion of any ongoing license or service fees charged in order to provide any reasonable and customary waiver of conflicts of interest or similar waiver reasonably requested by the other party or any substituted outside counsel in connection Party with the legal use of a third party’s products or services provided pursuant to this after the end of the Transition Services Agreement, provided that no such waiver shall materially disadvantage the other party with respect to any matter handled by such counsel. Upon the elimination of legal services as Services under this Services Agreement, there will be a dollar-for-dollar reduction in the fees payable during the Initial Term equal to the salary and benefits of each employee that transfers employment to Albertson’s pursuant to a Qualifying Offer (as defined in the SPA) made in Albertson’s sole discretion, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably possible thereafterTerm. (e) Similar to the legal transition referenced in Section 2.1(d), the parties have agreed to the elimination of additional Services originally contemplated to be provided by SVU pursuant to this Services Agreement by the employees of SVU and its Subsidiaries identified on Exhibit G. Upon the elimination of such Services from this Services Agreement, Albertson’s will receive credits against the fees payable pursuant to this Services Agreement as such credits are set forth on Exhibit G, and, if necessary, the parties will execute a letter agreement confirming the reduction as soon as reasonably practicable thereafter. (f) The parties agree to meet on or before September 20, 2013, to review the Services being provided and determine if there are any Services no longer required and which may be deleted from the Service schedules.