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 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 (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) 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 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) the Albertson’s 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 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 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 (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 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 New 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 New 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) 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 described on Schedule 21 and Schedule 2 hereof, and (2) New 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 New 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 New Albertson’s (such Services, the “Transitioned Attorneys”) will transition to and become employed by New Albertson’s at New Albertson’s option. At some point during Parties shall negotiate in good faith such that 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 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 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 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, New 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 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 LLC 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 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 (ii) the Services Newco shall provide (or cause to be provided by New 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 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) 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 AlbertsonRecipient’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 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 LLC 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 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 (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 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 New 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 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 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) Service Recipient agrees to reimburse the acquisition of the NAI business by Albertson’s LLC 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) New 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 New 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 New Albertson’s (the “Transitioned Attorneys”) will transition to Required Consents from Xxxxxxxxxx.xxx, and become employed by New Albertson’s at New Albertson’s option. At some point during the Legal Transition PeriodXxxx Systems Associates, 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 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 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 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 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 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 New Albertson’s Buyers 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 Cortland shall be responsible for providing legal services one-hundred percent (100%) of any such costs payable to New 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 New 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 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 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, 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 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 LLC 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 New 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 New 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 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) 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 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 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 (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 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 New 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 New 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) 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 described on Schedule 21 and Schedule 2 hereof, and (2) New 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 New 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 New Albertson’s (such Services, the “Transitioned Attorneys”) will transition to and become employed by New Albertson’s at New Albertson’s option. At some point during Parties shall negotiate in good faith such that 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 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 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 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, New 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) the Albertson’s 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 New 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 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 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 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’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 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 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, 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 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 (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) 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 New 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 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 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 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’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, 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 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 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 (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”) 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 New 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 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, (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) 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 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) 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 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 New 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 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 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 New 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 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 cause to be provided such Service shall be limited to SVU by the remaining SVU legal function not hired by New 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 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 described 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 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, 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 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. (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 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 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 New 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 New 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 New 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) will negotiate in good faith a supplement to Annex A setting forth the acquisition terms upon which the Temporary Services will be provided, including the specific definition of the NAI business by Albertsonscope of the services and the duration of the services. If the parties have not agreed upon and executed such supplement to Annex A within such five (5) day period, NiSource’s LLC shall not be deemed an increase of volume, amount, level or frequency, that SVU shall 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) 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 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 New 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 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 along 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’sspecific services, 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 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 New Albertson’s as scope of the Effective Date); (iii) SVU will not be responsible for providing legal specific 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 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.