Common use of Services Clause in Contracts

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Services. (a) Commencing as of the applicable Effective Time, each The Service Provider hereby agrees to providethat, or to cause one or more of its Subsidiaries to provideduring the Term, it will provide the following services to the applicable Company as and when requested from time to time by the Company as mutually agreed by the Service Recipient, or any Subsidiary of such Service Recipient, Provider and the applicable services Company (the “Services”): (i) set forth consulting services relating to the structuring and documentation in connection with the acquisition of the Company (including, without limitation, with respect to actions to be taken in connection with the closing contemplated by the Merger Agreement); (ii) consulting services relating to financial and business due diligence in connection with the acquisition of the Company; (iii) consulting services relating to the Financing, including advice and assistance relating to the preparation and execution of agreements, consents, documents and instruments related thereto; (iv) consulting services relating to the Company Group in connection with Exit Events and/or Refinancings; and (v) consulting services relating to the Company Group in connection with financings, acquisitions and divestitures; provided, however, that in no case shall the Service Provider be required to perform any services (as described herein or otherwise) directly or indirectly, for any subsidiary of the Company; provided further, that the Service Provider shall act as a consultant and shall not be involved in the management and/or the operational business of the Company or its subsidiaries; provided further, that the Service Provider shall not in the provision of its Services arrange or advise on the Schedules heretomerits of any acquisition or divestiture of shares, hedging products or other investments and shall not be required to provide any services which constitute regulated activities under the United Kingdom Financial Services and Markets Xxx 0000, as amended. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior The Service Provider shall devote such time and efforts to the applicable Distribution Date that it performance of the Services as the Service Provider deems reasonably needs in order for the Carrier Business necessary or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”)appropriate; provided, however, that no Party minimum number of hours is required to be devoted by the Service Provider on a weekly, monthly, annual or other basis. The Company acknowledges that the Service Provider’s services are not exclusive to the Company and that the Service Provider may render services (including, without limitation, services similar to the Services) to any other Person, including a competitor of any company in the Company Group. In providing Services to the Company, the Service Provider will act as an independent contractor and it is expressly understood and agreed that this Agreement is not intended to create, and does not create, any partnership, agency, joint venture or similar relationship and that no party has the right or ability to contract for or on behalf of any other party or to effect any transaction for the account of any other party. (c) The Service Provider shall provide and devote to the performance of this Agreement such partners, employees and agents of the Service Provider as the Service Provider shall deem appropriate to the furnishing of the Services required. The fees and other compensation payable to the Service Provider under this Agreement shall be obligated paid by the Company regardless of the extent of Services requested by the Company pursuant to this Agreement, and regardless of whether or not the Company requests the Service Provider to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Services. (a) Commencing EVERTEC will provide to COMPANY, BPPR, and their respective Subsidiaries the Services which are listed in Exhibit B, attached hereto, including the additional descriptions of certain of such Services in the document Application Processing Base Prices Details included as Schedule 1 to Exhibit B. b) Each of the applicable Effective TimeCOMPANY and BPPR agrees to, each Service Provider agrees to provide, or and to cause one or more each of its respective Subsidiaries to provideto, to receive the applicable Service Recipient, or any Subsidiary of such Service Recipient, Services provided on the applicable services (the “Services”) date hereof as set forth on Exhibit B (to the Schedules hereto. (b) After the date of this Agreementextent a Service is provided by EVERTEC to COMPANY, if (i) Carrier BPPR, or Otis identifies a service that UTC provided to it or any of its their respective Subsidiaries prior to the applicable Distribution Date date hereof and continuing on the date hereof (except for a Service that it reasonably needs relates to a non-recurring, definitive project), such Service shall be added to Exhibit B), including any change, modification, enhancement or upgrade of such Services in order for accordance with Sections 2.6 and 2.7 (collectively, the Carrier Business or Xxxx Business“Exclusive Services”), as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior on an exclusive basis from EVERTEC. Subject to the applicable Distribution Dateterms of this Master Agreement, COMPANY, BPPR, and such service was their respective Subsidiaries shall not, without the prior written consent of EVERTEC, use a Third Party to provide any of the Exclusive Services and COMPANY, BPPR, and their respective Subsidiaries shall not included on perform any of the Schedules hereto Exclusive Services themselves or through their Subsidiaries (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”through EVERTEC); provided, however, that no upon a Release Event (as such term is defined under the Technology Agreement), COMPANY, BPPR, and their respective Subsidiaries shall have the right, in accordance with the terms of the Technology Agreement, to (i) provide for themselves or (ii) use an Affiliate of COMPANY, BPPR and their respective Subsidiaries or a Third Party shall be obligated to provide, an Exclusive Service or Exclusive Services to which such Release Event relates. Such right of COMPANY, BPPR and their respective Subsidiaries to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional an Exclusive Service or if Exclusive Services to themselves or to use an Affiliate or Third Party for the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party Exclusive Service or Exclusive Services shall not be required to provide any Additional Services if immediately cease upon (i) EVERTEC properly exercising its Clawback Right (as that term is defined in the applicable Parties are unable to reach agreement on Technology Agreement) or (ii) the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services rendering of a arbitral decision in accordance with this Section 2.01(b)9.1 of the Technology Agreement pursuant to which it is determined that a Release Event did not occur. c) If EVERTEC and the Popular Parties, or any of their respective Subsidiaries, agree from time to time upon terms and prices for certain Services, then EVERTEC, on the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms ofone hand, and the pricing methodology used forPopular Parties or any of their appropriate respective Subsidiaries, similar Services provided under this Agreementon the other hand, will execute a separate addendum (each, a “Service Addendum”) setting forth the mutually agreed upon terms and prices for such Services. Upon the mutual written agreement of the applicable PartiesEach such Service Addendum will be incorporated and, the supplement to the applicable Schedule shall describe in reasonable detail the natureextent not incompatible, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall will be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Master Agreement. Nothing herein will be interpreted as imposing an obligation upon EVERTEC to develop new Services, or upon COMPANY, BPPR, or any of their respective Subsidiaries to acquire any additional Services from EVERTEC. The parties agree that regardless if a Service is set forth in a Service Addendum or not, the pricing relative to any and all Services will be set forth in Exhibit B, which will serve as a master list of the Services and corresponding pricing. The parties agree that Exhibit B will be reviewed and updated on an ongoing basis following the Effective Date hereof. Any changes to Exhibit B shall be agreed to by both parties by executing an amended and restated Exhibit B clearly denoting the date any such changes become effective; provided that EVERTEC may amend Exhibit B upon notice to, but without the consent of, the Popular Parties in order to reflect the price adjustments provided in Section 3.1(b), or any change, modification, enhancement or upgrade of the Services permitted pursuant to Section 2.1(b), but for the avoidance of doubt subject to the consent requirements of Sections 2.6 and 2.7. d) The Service Addenda set forth in Schedule 2 to Exhibit B are hereby incorporated into this Master Agreement by this reference. e) Each Statement of Work (“SOW”) pursuant to which EVERTEC provides Services(s) to COMPANY, BPPR and/or their respective Subsidiaries as of the date hereof (except for any SOW that relates to a non-recurring definitive project) is set forth in Schedule 3 to Exhibit B and is hereby incorporated into this Master Agreement. f) Each SOW to be entered into after the date of this Master Agreement, pursuant to which EVERTEC shall provide Services(s) to COMPANY, BPPR and/or their respective Subsidiaries after the date hereof shall be set forth in Schedule 4 to Exhibit B and shall be incorporated into this Master Agreement. g) Notwithstanding anything to the contrary herein, COMPANY, BPPR, and their respective Subsidiaries shall not be obligated (i) to receive any service or product from EVERTEC that is not an Exclusive Service, or (ii) to grant a Right of First Refusal with respect to any service or product, that is outside the scope of the business of EVERTEC.

Services. (a) Commencing as of the applicable Effective Time, each Service the Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any designated Subsidiary or Affiliate of such Service the Recipient, the applicable services (each a “Service” and, collectively, the “Services”) set forth on the Schedules heretoschedules hereto (each, a “Schedule” and, collectively, the “Schedules”). (b) After During the date of this AgreementTerm, if (i) Carrier or Otis a Party identifies a service that UTC provided to it the other Party or any of its Subsidiaries prior provided to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it identifying Party or any of its Subsidiaries during the twelve (12)-month period immediately prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and but such service was not included on inadvertently omitted from the Services set forth in the Schedules hereto (other than because the Parties agreed such service shall not be providedan “Omitted Service”), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party Provider shall use provide, or shall cause one of more of its commercially reasonable efforts Subsidiaries to provide provide, such requested additional services (such requested additional servicesOmitted Service, and the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms and conditions upon which the other Party shall provide such Omitted Service, which terms and conditions shall include the applicable Service Standard and shall otherwise be substantially in line with terms and conditions of such Omitted Service during the twelve (12)-month period immediately prior to the Distribution Date. (c) During the Term, either Party may request that the other Party modify, alter or adjust the manner in which the other Party provides Services (a “Service Change”). Following the delivery of such request, the Parties shall negotiate in good faith the terms and conditions of such Service Change, which terms and conditions shall include the applicable Service Standard. (d) During the Term, either Party may request that the other Party provide an additional or different service that is not an Omitted Service and that does not constitute a Service Change (a “New Service”). The other Party shall consider such request, but nothing in this Agreement shall require the other Party to agree to provide such New Service. If the other Party consents to providing the requested New Service, then the Parties shall cooperate in good faith to determine the terms and conditions upon which the other Party shall provide such requested New Service, including the applicable Service Standard. (e) The terms and conditions of any Omitted Service, agreed-upon Service Change or New Services that the providing Party consents to provide shall be documented in a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe Schedules describing in reasonable detail the nature, scope, Charges, Service Period(s), termination provisions and other terms and conditions applicable to such Additional Services Omitted Service, Service Change or New Service, as applicable, in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as Schedules that is agreed to in writing by the applicable Parties, Parties shall be deemed part of this Agreement as of the date of such agreement agreement, and the Additional Services Omitted Service, Service Change or New Service set forth therein shall be deemed “Services” a Service provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one (1) or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After If, after the date of this Agreement, if (i) Carrier or Otis Recipient identifies a service that UTC Provider provided to it or any of its Subsidiaries Recipient within twelve (12) months prior to the applicable Distribution Date that it Recipient reasonably needs in order for the Carrier SpinCo Business or Xxxx the Parent Business, as applicable, to continue to operate in substantially the same manner in which the Carrier SpinCo Business or Xxxx the Parent Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party Recipient provides written notice to the applicable other Party Provider within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party Provider shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party Provider shall not be obligated to provide any Additional Service (A) if it Provider does not, in its commercially reasonable judgment, have adequate resources to provide such Additional Service Service, (B) or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and providedor its Subsidiaries’ businesses, further, that the applicable Party shall not be required to provide any Additional Services (C) if the applicable Parties Parties, acting reasonably and in good faith, are unable to reach agreement on the terms thereof (including with respect to Charges therefor), (D) if Recipient is reasonably in a position to provide such Additional Services to itself or obtain such Additional Services from a Third Party on the same time frame as such services would be available from Provider or (E) if the Parties, despite the use of commercially reasonable efforts, are unable to obtain a required Third-Party consent, license or approval for such Additional Service or the performance of such Additional Service by Provider would constitute a violation of any applicable Law. In connection with any request for Additional Services in accordance with this Section 2.01(b2.1(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Services. (a) Commencing as of the applicable Effective TimeTime or, each with respect to any Service, as of the later time specified for the start of such Service on the Schedules hereto, the Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service the Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. Without limiting the generality of the foregoing, the Parties acknowledge and agree that Services may be provided hereunder to SpinCo or any of its Subsidiaries in its capacity as the operator of Mountain Valley Pipeline, LLC. (b) After the date of this Agreement, if (i) Carrier or Otis (x) SpinCo identifies a service that UTC Parent provided to it or any of its Subsidiaries SpinCo prior to the applicable Distribution Date that it SpinCo reasonably needs in order for the Carrier SpinCo Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier SpinCo Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (iiy) UTC Parent identifies a service that Carrier or Otis SpinCo provided to it or any of its Subsidiaries Parent prior to the applicable Distribution Date that it Parent reasonably needs in order for the UTC Parent Business to continue to operate in substantially the same manner in which the UTC Parent Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if and (ii) such Party provides written notice to the applicable other Party within sixty ninety (6090) days after the applicable Distribution Date requesting such additional services, then the applicable such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s businessits or its Subsidiaries’ businesses; and provided, further, that the applicable Party Provider shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(sservice period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing SchedulesSchedules hereto. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, no Services or Additional Services shall be provided under this Agreement after the date that is the one year anniversary of the Distribution Date. (c) It is not the intent of the Provider to render, nor of the Recipient to receive from the Provider, professional advice or opinions, whether with regard to tax, generally accepted accounting principles, legal, treasury, finance, employment or other business and financial matters, technical advice, whether with regard to information technology or other matters; the Recipient shall not rely on, or construe, any Service rendered by or on behalf of the Provider as such professional advice or opinions or technical advice; and the Recipient shall seek all third-party professional advice and opinions or technical advice as it may desire or need.

Services. (a) Commencing as of the applicable Effective Time, each Service the Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service the Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if SpinCo or Parent (i) Carrier or Otis identifies a service that UTC (x) the Parent provided to it or any of its Subsidiaries SpinCo prior to the applicable Distribution Date that it SpinCo reasonably needs in order for the Carrier SpinCo Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier SpinCo Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (iiy) UTC identifies a service that Carrier or Otis SpinCo provided to it or any of its Subsidiaries Parent prior to the applicable Distribution Date that it Parent reasonably needs in order for the UTC Parent Business to continue to operate in substantially the same manner in which the UTC Parent Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party and (ii) provides written notice to the applicable other Party within sixty ninety (6090) days after the applicable Distribution Date requesting such additional services, then the applicable such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s businessits or its Subsidiaries’ businesses; and provided, further, that the applicable Party Provider shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(sservice period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one (1) or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After If, after the date of this Agreement, if (i) Carrier or Otis Recipient identifies a service that UTC Provider provided to it or any of its Subsidiaries Recipient within twelve (12) months prior to the applicable Distribution Date that it Recipient reasonably needs in order for the Carrier SpinCo Business or Xxxx the Parent Business, as applicable, to continue to operate in substantially the same manner in which the Carrier SpinCo Business or Xxxx the Parent Business, as applicable, applicable operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party Recipient provides written notice to the applicable other Party Provider within sixty ninety (6090) days after the applicable Distribution Date requesting such additional services, then the applicable other Party Provider shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party Provider shall not be obligated to provide any Additional Service (A) if it Provider does not, in its commercially reasonable judgment, have adequate resources to provide such Additional Service or Service, (B) if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and providedor its Subsidiaries’ businesses, further, that the applicable Party shall not be required to provide any Additional Services (C) if the applicable Parties Parties, acting reasonably and in good faith, are unable to reach agreement on the terms thereof (including with respect to Charges therefor)) or (D) if Recipient is reasonably in a position to provide such Additional Services to itself or obtain such Additional Services from a Third Party on the same time frame as such services would be available from Provider. In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate shall, in good faith faith, negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Services. (a) Commencing 1.1 Provider will, throughout the Term, undertake, perform, provide and complete the services set forth in the Statement of Work appended hereto as Rider A, and such other written Statements of Work as may be agreed by the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services Parties (the “Services”) set forth on the Schedules hereto). 1.2 Services under this Agreement shall be authorized only by the Statement of Work (b“SOW”) After and through any additional SOWs that may be issued by the date Trust from time to time during the Term. Each SOW, when executed by the Parties, shall be (i) effective and binding in accordance with its terms and subject to and in accordance with all other provisions of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided deemed to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, incorporate and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on governed by the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as if set out fully therein (except solely to the extent expressly (by reference to this Agreement) stated in the SOW in writing). Any terms and conditions that may appear in or on order acknowledgements, invoices, or other documents of Provider have no force or effect with respect to this Agreement (including the applicable SOW) or Services and will not serve to alter, amend, or modify this Agreement or any SOW unless the Parties have expressly agreed to such new or additional terms in writing. 1.3 It is understood and agreed that Provider is engaged hereunder on a project basis and that no work or services may be performed in the absence of an SOW executed by the Trust specifically authorizing such work or services and detailing the scope, staffing, deliverables, budget, and timing of the date specific project 1.4 The Trust may at any time request changes or modifications to any SOW by making a written request to Provider specifying in detail the desired changes or modifications. Within five (5) days of Provider’s receipt of the Trust’s request, Provider will submit to the Trust a change order that will detail the cost related to Provider's implementation of such agreement changes and modifications, as well as a written description of any affect(s) that such changes or modifications may have on performance periods. If Provider's proposal is acceptable to the Trust, the parties will execute the change order and the Additional Services set forth therein requested changes and/or modifications will be deemed incorporated into the applicable SOW and shall be deemed “Services” provided under this Agreement, in each case subject performed pursuant to the terms and conditions of this Agreement.

Services. (a) Commencing as of the applicable Effective Time, each Service the Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service the Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if SpinCo or Parent (i) Carrier or Otis identifies a service that UTC provided to it (x) the Parent or any of its Subsidiaries provided to SpinCo prior to the applicable Distribution Date that it SpinCo reasonably needs in order for the Carrier SpinCo Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier SpinCo Business or Xxxx Business, as applicable, operated prior to the applicable Distribution DateDate (for the avoidance of doubt, without giving effect to any post-Distribution Date acquisitions by SpinCo), and either such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided) or the scope of such service that is included on the Schedules hereto needs to be expanded (other than because the Parties agreed that such scope would not be provided), or (iiy) UTC identifies a service that Carrier or Otis provided to it SpinCo or any of its Subsidiaries provided to Parent prior to the applicable Distribution Date that it Parent reasonably needs in order for the UTC Parent Business to continue to operate in substantially the same manner in which the UTC Parent Business operated prior to the applicable Distribution DateDate (for the avoidance of doubt, without giving effect to any post-Distribution Date acquisitions by Parent), and either such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided) or the scope of such service that is included on the Schedules hereto needs to be expanded (other than because the Parties agreed that such scope would not be provided), then, in each case, if such Party and (ii) provides written notice to the applicable other Party within sixty one hundred twenty (60120) days after the applicable Distribution Date requesting such additional services, then the applicable such other Party shall use its commercially reasonable efforts to provide provide, or to cause one of its Subsidiaries to provide, such requested additional services (such requested additional services, the “Additional Services” and such requested expanded services, the “Expanded Services”); provided, however, that no Party shall be obligated to provide any Additional Service or Expanded Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or Expanded Service or if the provision of such Additional Service or Expanded Service would significantly disrupt the operation of Service Provider’s businessits or its Subsidiaries’ businesses (including, for the avoidance of doubt, disruptions or potential disruptions to information technology security); and provided, further, that the applicable Party Provider shall not be required to provide any Additional Services or Expanded Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services or Expanded Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(sservice period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Services. (a) Commencing as Each Party shall cooperate with the other Parties to accomplish the transactions contemplated hereby and shall, at the request of the applicable Effective Timeother Parties, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide promptly take any and all actions necessary or desirable to effect such requested additional services (such requested additional services, the “Additional Services”)transactions; provided, however, that no Party shall be obligated to provide the extent of any Additional Service if it does notservices or projects related to the manufacturing and supply of the Supplied Products (including capacity and yield improvement projects, as well as projects related to product development) in its reasonable judgmentconnection with this Agreement that are specified by the applicable Parties in writing from time to time, have adequate resources to provide such Additional Service or if Purchaser will pay the provision price in respect of such Additional Service would significantly disrupt services in amounts agreed by such Parties from time to time or (if such Parties do otherwise agree to such specific costs for such services or projects) shall bear all direct and indirect costs incurred by Producer in connection with such services or projects, plus the operation Mark-Up Percentage. Producer shall use commercially reasonable efforts to assist Purchaser with the completion of Service Providerthe projects that such Xxxxxxxxx and Producer have agreed in writing from time to time to be accomplished in accordance with this Agreement to the extent of the resource commitments and on the timeline that such Purchaser and Producer may agree upon in writing from time to time; provided that, with respect to any projects for which expected resource requirements or expected timelines for performance are not specifically agreed by Xxxxxxxxx and Producer, Producer’s business; and provided, further, that the applicable Party efforts hereunder shall not be required to provide unreasonably disrupt or unreasonably divert resources from its other business operations, and the Transition Committee (as defined in the Separation Agreement) shall, in good faith, cooperate to determine the appropriate allocation of resources and timeline for such projects and any Additional Services if similar types of projects requested by Producer after the applicable Parties are unable Effective Date. The timing of payments in respect of providing services necessary to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance comply with this Section 2.01(b), the applicable Parties 2.14 shall negotiate generally occur in good faith the terms of a supplement to the applicable Schedule, which terms shall be manner consistent with the terms oftiming of payments for services that are or were provided under the Transition Services Agreement during its term (such that any project-related payments for costs and expenses incurred by Producer or its Affiliates shall be promptly reimbursed by Purchaser based on monthly invoices, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement not deferred until completion of the applicable Parties, the supplement project or until incorporated into price adjustments to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(sSupplied Products), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject Subject to the terms and conditions of this Agreement, Lilly shall use reasonable efforts to provide, or cause a member of the Lilly Group to provide, to Company and the applicable members of the Company Group (i) the services identified in Exhibit A, as such Exhibit A may from time to time be supplemented or modified in accordance with the provisions of this Agreement, and (ii) all services historically attendant to the provision of such identified services in (i) to the Animal Health Business by Lilly in the ordinary course in the twelve (12) months preceding the Effective Date ((i) and (ii) the “Lilly Scheduled Services”), along with the BAU Services, Program Services (if approved in accordance with Section 2.5) and In-Flight Projects (identified in Exhibit D) (such BAU Services, Program Services and In-Flight Projects collectively with the Lilly Scheduled Services, the “Lilly Services”). It is understood that the Lilly Services do not include, and Lilly will not be obligated hereunder to perform or provide to Company or any members of the Company Group, any services not described herein or expressly set forth in Exhibit A, including, but not limited to, those services set forth in Exhibit B (the “Lilly Excluded Services”). The provision to the Company or any member of the Company Group of the Lilly Excluded Services shall be discontinued on the Effective Date. (b) Subject to the terms and conditions of this Agreement, Company shall use reasonable efforts to provide, or cause a member of the Company Group to provide, to Lilly and the Lilly Group (i) the services identified in Exhibit C, as such Exhibit C may from time to time be supplemented or modified in accordance with the provisions of this Agreement, and (ii) all services historically attendant to the provision of such identified services in (i) to any businesses of Lilly other than the Animal Health Business (the “Retained Business”) in the ordinary course in the twelve (12) months preceding the Effective Date ((i) and (ii) the “Company Services”). It is understood that the Company Services do not include, and the Company will not be obligated hereunder to perform or provide to Lilly or any member of the Lilly Group, any services not described herein or expressly set forth in Exhibit C. The provision to Lilly or any member of the Lilly Group of any such services shall be discontinued on the Effective Date. (c) The Service Recipient may, during the five (5) month period following the Effective Date, request that the Service Provider provide any service (excluding Program Services, requests for which shall be governed by Section 2.5) that: (i) is not a Scheduled Service set forth in Exhibit A or Exhibit C (as applicable) or an In-Flight Project in Exhibit D;

Services. Provided no Event of Default (aas hereinafter defined) Commencing as of the applicable Effective Timehas occurred and is continuing hereunder, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, and subject to the applicable Service Recipientprovisions of Sections 3.2 and 3.3 below, or any Subsidiary of such Service RecipientLandlord shall furnish the following services and amenities (collectively, the applicable services (the “Required Services”) set forth on to Tenant (and its assignees and subtenants permitted hereunder) while occupying the Schedules hereto.Premises: (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC hot and cold domestic water at those points of supply provided to it or any for general use of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for tenants of the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or Building; (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior central heat, ventilation and air conditioning to the applicable Distribution Date Premises and common areas of the Building, at such times, at such temperatures and in such amounts as are considered by Landlord to be standard, but in keeping with the standards of other Class A office buildings of comparable age and size in the Xxxxxxxxxx County, Texas office market, all as more particularly described on EXHIBIT F attached hereto and made a part hereof for all purposes; (iii) electric lighting service for all Public Areas and special service areas of the Building and the Project in the manner and to the extent deemed by Landlord to be in keeping with the standards of other Class A office buildings of comparable age and size in the Xxxxxxxxxx County, Texas office market; (iv) janitorial service comparable to that it reasonably needs provided by landlords of other Class A office buildings of comparable age and size in order the Xxxxxxxxxx County, Texas office market and consistent with other similar tenants in the Building on a five (5) day per week basis in accordance with the specifications set forth in EXHIBIT H attached hereto; provided, however, if Tenant’s floor coverings or other improvements require special cleaning or care in excess of that provided for by Landlord in EXHIBIT H, Landlord will provide such additional cleaning or care only upon special agreement with Tenant; (v) on-site security equipment for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”)Building perimeter; provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, Tenant agrees that the applicable Party Landlord shall not be required responsible for the adequacy or effectiveness of such security; (vi) electricity; Tenant shall pay to provide Landlord, monthly as billed or at such other times during any Additional Services calendar year Landlord submits electricity bills, such charges as may be separately metered; if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services electrical equipment requires air conditioning in accordance with this Section 2.01(b)excess of Building standards as reasonably determined by Landlord, the same shall be installed with applicable Parties meters, at Tenant’s expense and Tenant shall negotiate pay all operating costs relating thereto, including, without limitation, any additional maintenance, repair and utilities related to such electrical equipment and above Building Standard (as defined in good faith the terms of a supplement EXHIBIT D) air conditioning equipment; (vii) all Building Standard fluorescent bulb replacement in all areas and all incandescent bulb replacement in Public Areas; (viii) non-exclusive passenger elevator service to the applicable SchedulePremises twenty-four (24) hours per day; and (ix) maintenance of the roof, which terms shall be consistent with the terms ofexterior walls, load-bearing columns, foundation, floor slabs, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement other structural components and base Building components of the applicable Parties, the supplement Project including but not limited to the applicable Schedule shall describe in reasonable detail the naturefollowing: mechanical, scope, Service Period(s), termination provisions electrical and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as plumbing systems of the date Project, common areas, public restrooms, restrooms on multi-tenant floors, and exterior lighting and landscaping of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this AgreementProject.

Services. (a) Commencing IDT shall render to Net2Phone general accounting services, payroll and benefits administration services, customer support and other services all as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipientparticularly described in Exhibit 1 hereto (collectively, the applicable services ("Services"). --------- The Services shall be rendered by IDT in conformity with good commercial practice, the “Services”) terms and conditions of this Agreement and the reasonable instructions of Net2Phone as set forth on the Schedules heretoin this Agreement. (b) After Net2Phone shall provide to IDT when required all funds necessary to perform the date Services, including, without limitation, all amounts required to pay payroll expenses of employees of Net2Phone and all amounts necessary to pay accounts payable of Net2Phone. (c) IDT shall have no authority pursuant to this AgreementAgreement to commit Net2Phone to any obligation in any manner whatsoever with respect to third parties, if to use Net2Phone's name in any way or to enter into any contracts on behalf of Net2Phone. (id) Carrier or Otis identifies a service In the event that UTC provided to it or any of its Subsidiaries prior Net2Phone requests services in addition to the applicable Distribution Date that it reasonably needs in order Services provided for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Dateherein, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts IDT agrees to provide such requested additional services (such requested additional services, IDT and Net2Phone shall negotiate in good faith a fee for such services, which compensation shall be covered by the “Additional Services”)final sentence of Section 2(a) hereof; provided, however, that no Party the fee payable by -------- ------- Net2Phone for such services shall be obligated no less favorable to provide any Additional Service if it does notNet2Phone than the charges for comparable services from unaffiliated third parties. In the event that the parties agree to additional services, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision scope and duration of such Additional Service would significantly disrupt the operation of Service Provider’s business; services, and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including termination provisions with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Partiesthereto, shall be deemed part of this Agreement as described in an addendum to Exhibit 1 and thereafter such services shall be --------- considered Services hereunder. If and to the extent the parties agree to cancel or terminate any of the date of Services, such agreement and the Additional Services set forth therein services shall be deemed “Services” provided under this Agreementdeleted from Exhibit 1, in each case subject to with the terms and conditions of this Agreementremaining services thereafter constituting the Services --------- hereunder.

Services. (a) Commencing as of During the applicable period commencing on the Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to Date and ending on the applicable Service RecipientTermination Date, subject to the terms and conditions set forth in this Agreement, Genworth shall provide or any Subsidiary cause to be provided to the Company, whether for the benefit of such Service Recipientthe Company itself or for the applicable members of the Company Group, the applicable services listed in Schedule A (the “Genworth Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if ). The “Genworth Services” also shall include (i) Carrier or Otis identifies a service that UTC any Services to be provided to it or any of its Subsidiaries prior by Genworth to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, Company as applicable, agreed pursuant to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution DateSection 10.03, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto Genworth Substitute Service (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”as defined below); provided, however, that no Party (1) the scope of each Genworth Service shall be obligated substantially the same as the scope of such service provided by Genworth to the Company the last time prior to the Effective Date (or, as applicable, in the most recent relevant period) that such service was provided by Genworth to the Company in the ordinary course, (2) the use of each Genworth Service by the Company, or any member of the Company Group, shall include use by the Company Group’s contractors in substantially the same manner as used by the contractors of the Company Group prior to the Effective Date and (3) except as provided in Section 10.09 (and subject to Section 10.03(d)), nothing in this Agreement shall require that any Genworth Service be provided other than for use in, or in connection with the Company Business. If, for any reason, Genworth is unable to provide or cause to be provided any Additional Genworth Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required Company pursuant to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof of this Agreement, Genworth shall provide or cause to be provided to the Company, or any member of the Company Group, as applicable, a substantially equivalent service (including with respect to Charges therefor). In connection with any request for Additional Services a “Genworth Substitute Service”) at or below the cost of the substituted Genworth Service as set forth in Schedule A and otherwise in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case including the Standard for Services. (b) During the period commencing on the Effective Date and ending on the applicable Service Termination Date, subject to the terms and conditions set forth in this Agreement, the Company shall provide or cause to be provided to Genworth, whether for Genworth itself or for the benefit of the Genworth Group and/or the Divested Units the services listed in Schedule B (the “Company Services”). The “Company Services” also shall include (i) any Services to be provided by the Company to Genworth as agreed pursuant to Section 10.03 and (ii) any Company Substitute Service; provided, however, that (1) the scope of each Company Service shall be substantially the same as the scope of such service provided by the Company to Genworth the last time prior to the Effective Date (or, as applicable, in the most recent relevant period) that such service was provided by the Company to Genworth in the ordinary course, (2) the use of each Company Service by Genworth shall include use by the Genworth Group’s contractors in substantially the same manner as used by the contractors of the Genworth Group prior to the Effective Date and (3) except as provided in Section 10.09 (and subject to Section 10.03(d)), nothing in this Agreement shall require that any Company Service be provided other than for use in, or in connection with the Genworth Business. If, for any reason, the Company is unable to provide or cause to be provided any Company Service to Genworth pursuant to the terms of this Agreement, the Company shall provide or cause to be provided to Genworth a substantially equivalent service (a “Company Substitute Service”) at or below the cost for the substituted Company Service as set forth in Schedule B and otherwise in accordance with the terms of this Agreement, including the Standard for Services.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After At any time after the date of this Agreement, if (i) Carrier or Otis SpinCo identifies a service that UTC Parent provided to it or any of its Subsidiaries SpinCo during the last sixty (60) days prior to the applicable Distribution Date that it SpinCo reasonably needs in order for the Carrier SpinCo Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier SpinCo Business or Xxxx Business, as applicable, operated during the last sixty (60) days prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC Parent identifies a service that Carrier or Otis SpinCo provided to it or any of its Subsidiaries Parent during the last sixty (60) days prior to the applicable Distribution Date that it Parent reasonably needs in order for the UTC Parent Business to continue to operate in substantially the same manner in which the UTC Parent Business operated during the last sixty (60) days prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), ) then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party receiving such notice shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no neither Party shall be obligated to provide any Additional Service if it does not, in its commercially reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Providersuch Party’s businessor its Subsidiaries’ businesses; and provided, further, that the applicable a Party shall not be required to provide any Additional Services if the applicable Parties Parties, acting reasonably and in good faith, are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services Service(s) set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.deemed

Services. This clause 2 applies if the Supply includes the performance of Services. (a) Commencing as of The Supplier must provide the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, Services to the applicable Service Recipient, or Organisation in accordance with this Agreement and any Subsidiary of such Service Recipient, reasonable directions given by the applicable services (the “Services”) set forth on the Schedules heretoOrganisation from time to time. (b) After The Supplier must: i. complete the date Services by the Completion Date and any other date(s) for delivery of this Agreement, if (i) Carrier the Services specified in the Purchase Order; ii. promptly notify the Organisation as soon as it becomes aware of any delay or Otis identifies a service that UTC provided to it or any possible delay in the supply of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(bAgreement; iii. provide fit for purpose Services in a timely and efficient manner using the standard of care, skill, diligence, prudence and foresight that would reasonably be expected from a prudent, expert and experienced provider of services that are similar to the Services; and iv. use appropriately skilled and qualified Personnel to provide the Services. (c) After performance of the Services or delivery of any deliverable provided as part of the Services, the Organisation will undertake such reviews as it considers necessary to determine whether the Services or deliverable(s) are fit for purpose and comply with this Agreement. After reviewing the Services or deliverable(s), the applicable Parties shall negotiate Organisation may notify the Supplier in good faith writing: i. of its acceptance of the terms of a supplement to Services or deliverable(s) if it is satisfied that the applicable Schedule, which terms shall be consistent Services or deliverable(s) are fit for purpose and comply with the terms of, and the pricing methodology used for, similar Services provided under this Agreement; or ii. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which if the Services or deliverable(s) are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under not fit for purpose or do not comply with this Agreement, in each which case clause 2(d) will apply. (d) If the Organisation notifies the Supplier that the Services or deliverable(s) are not fit for purpose or do not comply with this Agreement, the Supplier must promptly rectify the non-compliance following which the Organisation will undertake further review of the Services or deliverable(s) under clause 2(c). This process will continue until, at the Organisation's discretion, the Organisation: i. waives, in writing, the requirement for the Services or deliverable(s) to comply with this Agreement; ii. is satisfied that the Services or deliverable(s) comply with this Agreement and accepts the Services or deliverable(s) in accordance with clause 2(c)(i); iii. conditionally accepts the Services or deliverable(s), subject to the Supplier agreeing to rectify the non-compliance within a reasonable timeframe and on such terms and conditions as the Organisation specifies; or iv. subject to the Organisation having provided the Supplier with at least two opportunities to rectify the non-compliance under clause 2(c)(ii), immediately terminate this Agreement by written notice to the Supplier. (e) If the Organisation terminates this Agreement under this clause 2(d)(iv), the Organisation will be entitled to a full refund of this Agreementall moneys paid to the Supplier in respect of the Services or deliverable(s) which the Organisation is unable to use following termination.

Services. (a) Commencing as of The Landlord shall use all reasonable endeavours to provide the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto.: (b) After Despite clause 4,2(a) the date of this Agreement, if Landlord is not obliged to provide Services to the extent only that: (i) Carrier it is temporarily prevented from doing so by circumstances beyond its control, including breakdown, damage, the need for inspection, maintenance, repair or Otis identifies a service that UTC provided to it replacement, shortage of fuel, equipment or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business materials or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or inclement weather; or (ii) UTC identifies a service that Carrier the Services cannot reasonably be provided temporarily because the Landlord is temporarily inspecting or Otis provided to it or any of its Subsidiaries prior doing works to the applicable Distribution Date Building or the External Areas provided that it reasonably needs in order for the UTC Business to continue to operate in substantially Landlord reinstates the same manner in which Services immediately following the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto inspection or works (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”as appropriate); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or (iii) the Landlord has varied or if discontinued the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with clause 4.2(c); but in the circumstances envisaged in clauses 4,2(b)(i) and 4,2(b)(ii) the Landlord shall restore the Services affected as soon as reasonably practicable and shall keep any temporary Interruption to a minimum. (c) The Landlord (acting reasonably and properly) may add to, vary or discontinue any of the Services where it reasonably considers it appropriate to do so having regard to the principles of good estate management and the Tenant’s use and enjoyment of the Property in accordance with the provisions of this Section 2.01(b)Lease provided that where the extent nature or quality of any Service may be varied the Landlord shall act reasonably and properly in deciding the extent, nature and quality of the relevant Service and any discontinuance or withholding which materially adversely affects the Tenant’s use and enjoyment of the Premises or the exercise of the rights granted under Schedule 1 may only be on a temporary basis. (d) In the case of Services involving the need to react to disrepair or other circumstances, the applicable Parties Landlord shall negotiate in good faith not be liable for any failure to react and thus provide the terms relevant Service until such time as the Landlord has notice of the disrepair or other circumstances and has failed within a supplement to the applicable Schedule, reasonable time (which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described an urgent response in the existing Schedules. Each supplement case of emergency) to provide the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.relevant Service,

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement, and upon the request of PEI, Rank shall provide, or shall cause its Affiliates or, subject to Section 2.2, third parties to provide, to the PEI Group (in connection with the conduct of the Business) (as applicable), the services described on Exhibit A hereto (the “Transition Services”) during the applicable Term of any such Service. Notwithstanding the content of Exhibit A, Rank agrees to consider in good faith any reasonable request by the Company for access to any additional service that is necessary for the operation of the Business, at fees to be agreed upon after good faith negotiation between the Parties. Rank will not be in breach of this Agreement if it declines to provide a requested additional service for any good faith reason, including the failure of the Parties to agree to the scope, term, and fee for the additional service. Any such additional services so provided by Rank shall constitute Services hereunder and be subject in all respects to the provisions of this Agreement as if fully set forth on Exhibit A as of the date hereof. (b) In accordance with the terms and conditions of this Agreement, the Company shall, upon the request of Rank, provide, or shall cause its Affiliates or, subject to Section 2.2, third parties to provide, to Rank or one or more of its Affiliates, the services described on Exhibit B hereto (the “Reverse Transition Services”) during the applicable Term of any such Service. Notwithstanding the content of Exhibit B, PEI agrees to consider in good faith any reasonable request by Rank for access to any additional service that is necessary for the operation of its business, at fees to be agreed upon after good faith negotiation between the Parties. PEI will not be in breach of this Agreement if it declines to provide a requested additional service for any good faith reason, including the failure of the Parties to agree to the scope, term, and fee for the additional service. Any such additional services so provided by PEI shall constitute Services hereunder and be subject in all respects to the provisions of this Agreement as if fully set forth on Exhibit B as of the date hereof.

Services. (a) Commencing as During the Initial Term and any Renewal Term, WSI shall cause Whitxxx xx and Whitxxx xxxll, pursuant to the direction of the applicable Effective TimeBoard of Directors (which for all purposes of this Agreement shall include members of the Board appointed by WSI), each Service Provider agrees have the power, duty and right to provide(i) along with the Company's chief executive officer, act as the Company's co-spokesperson, (ii) coordinate the strategic planning and capital formation efforts of the Company, (iii) sit on the Company's management committee (or any committee exercising similar authority) and attend any meeting thereof, and (iv) perform any and all other duties or services for the Company as may be assigned by the Board of Directors in order to cause one or more implement and further the goals of its Subsidiaries to provide, the Company and the Company's business plans as approved by the Board of Directors. Whitxxx xxxll report directly to the applicable Service Recipient, Board of Directors. Whitxxx xxxll cause WSI personnel to assist Whitxxx xx accordance with his instructions in performing the services to be performed by WSI or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules heretoWhitxxx xxxer this Agreement. (b) After Whitxxx xxxl perform services for the date Company under this Agreement during no more than 50% of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided his normal working time. Whitxxx xxx the Company agree to it or any of its Subsidiaries prior schedule Whitxxx'x xxxe giving due regard to the applicable Distribution Date that it reasonably needs in order of the Company and other business demands on Whitxxx'x xxxe. Whitxxx xxxll undertake reasonable travel to such locations and for the Carrier Business or Xxxx Business, such reasonable periods of time as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if perform the applicable Parties are unable to reach agreement on the terms thereof (including services hereunder provided that travel shall be scheduled with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement reasonable regard to the applicable Schedule, which terms shall be consistent with other business demands on Whitxxx'x xxxe. For the terms of, and purposes of determining the pricing methodology used for, similar Services provided under amount of time spent by Whitxxx xxxer this Agreement. Upon , (c) During the mutual written agreement Initial Term and any Renewal Term, Whitxxx xxx any other WSI personnel who perform services on behalf of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing Company will be covered by the applicable PartiesCompany's standard benefits plans for personnel at the same level as such WSI personnel, shall be deemed part a current schedule of which is attached. (d) During the term of this Agreement and for one year after the termination of such employment for any reason, Whitxxx xxxl not, and will not cause or permit WSI to, engage in or participate as an executive officer, employee, director, agent, consultant, representative, stockholder, or partner, or have any financial interest, in any business which "competes" with the Company, any subsidiary of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject Company or any successor to the terms and conditions business of the Company. For the purposes hereof, a "competing" business shall mean any business which directly competes with any of the businesses of the Company as such businesses shall exist during the term of this Agreement.Agreement (for example, the business of managing public and private schools for profit or the sale of school management or student assessment systems such as "The Edison Common" would be considered to directly compete, but a "competing" business would not include the business of developing for, marketing to or implementing in schools electronic curriculum services or technology delivery systems for such services, or the fulfillment of Whitxxx'x xxxigations under the Retention Agreement dated August 17, 1994, between Whitxxx xxx WEN Acquisition Corp., as amended, so long as the activities do not violate the confidentiality

Services. (a) Commencing as Subject to the terms and conditions set forth herein, Service Provider shall cause the Service Provider Parties to provide to L Brands and its Affiliates (collectively the “Service Recipients”), and the Service Recipients shall receive, the Services for the term indicated in Section 2.01(b). A detailed description of the applicable Effective Time, each Service to be provided by the Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, Parties to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) Recipients hereunder is set forth on in the Schedules heretoService Schedules. (b) After Service Provider shall cause the date of this AgreementService Provider Parties to provide, if and the Service Recipients shall receive, each Service for the period specified for such Service in the applicable Service Schedule (each such period, a “Term”). The Term for each Service may be (i) Carrier extended or Otis identifies a service that UTC provided to it shortened by mutual written agreement of L Brands and Service Provider, and (ii) terminated by L Brands or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx BusinessService Provider, as applicable, pursuant to continue Section 7.01, in each case to be reflected in an amendment to the applicable Service Schedule. (c) In addition to the Services to be provided or procured by Service Provider in accordance with Section 2.01(a), if due to a good faith oversight, the Service Schedules fail to identify a service provided by the Service Provider Parties to the L Brands Business during the twelve month period prior to the date hereof (an “Additional Service”), and such Additional Service is necessary for the Service Recipients during the term of this Agreement to operate the L Brands Business in substantially the same manner in which as the Carrier L Brands Business or Xxxx Business, as applicable, had been operated during the twelve month period prior to the applicable Distribution Datedate hereof, upon written request of any Service Recipient that identifies and states its desire to receive such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional servicesAdditional Service, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties parties hereto shall negotiate in good faith for Service Provider to provide or cause to be provided such Additional Service; provided that (i) nothing herein shall obligate either party hereto to agree to any such terms or to provide or receive any such Additional Service unless agreed in writing by both parties hereto and (ii) no Additional Service shall be provided for a Term extending beyond 24 months following the terms of Distribution Date. To the extent the parties hereto reach a supplement written agreement with respect to providing such Additional Service, the parties shall cooperate and act in good faith to add such Additional Service to the applicable Schedule, which terms shall be consistent with the terms of, Service Schedules and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement mutually agree in good faith to a description of the applicable Partiessuch Additional Service, the supplement to Term during which such Additional Service would be provided, the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions Fees for such Additional Service and any other terms applicable thereto. Upon amendment of the Service Schedules to include such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable ScheduleService, as agreed to in writing by the applicable Parties, such Additional Service shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case Agreement subject to the terms and conditions of this Agreement.

Services. (a) Commencing During the Term hereof and upon the terms and conditions set forth herein, Cantor shall provide to BGC Partners the following services as reasonably requested by BGC Partners from time to time: (i) administration and benefits services, (ii) employee benefits, human resources and payroll services, (iii) financial and operations services, (iv) internal auditing services, (v) legal related services, (vi) risk management services, (vii) accounting services, (viii) general tax services, (ix) communications facilities and services, including e-mail, (x) network and data center facilities, (xi) hardware and equipment, (xii) facilities management services, (xiii) promotional, sales and marketing services, (xiv) procuring of insurance coverage, (xv) office space and (xvi) such other miscellaneous services as the parties may reasonably agree, it being the intention of the applicable Effective Time, each Service Provider agrees parties that Cantor will continue to provide, or provide to cause one or more of its Subsidiaries BGC Partners all services provided by Cantor to provide, BGC Partners prior to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules heretoClosing. (b) After During the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, Term hereof and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to upon the terms and conditions set forth herein, BGC Partners shall provide to Cantor the services set forth in Sections 2(a)(i)—(xv) as Cantor may reasonably request from time to time, it being the intention of the parties that after the consummation of the transactions contemplated under the Merger Agreement, BGC Partners will continue to provide to Cantor all services provided by eSpeed, Inc. prior to that date. (c) As used in this Agreement, the party providing any particular Administrative Services under this Section 2 is sometimes referred to as the “Providing Party” and the party receiving any particular Administrative Service is sometimes referred to as the “Receiving Party.” (d) Each Providing Party shall use that degree of skill, care and diligence in the performance of services hereunder that (i) a reasonable Person would use acting in like circumstances in accordance with financial services industry standards and all applicable laws and regulations and (ii) is no less than that exercised by such Providing Party with respect to comparable services that it performs on its own behalf. (e) The applicable Providing Party and Receiving Party shall cooperate with each other in all reasonable respects in matters relating to the provision and receipt of the Administrative Services. Such cooperation shall include obtaining all consents, licenses or approvals necessary to permit each party to perform its obligations hereunder.

Services. (a) Commencing as Patheon and Client shall execute a mutually acceptable Project Proposal when the parties desire to begin the Services set forth therein. If there is a conflict between the terms contained in any Project Proposal and this Contract, the terms of the applicable Effective Timethis Contract shall control, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, unless specifically agreed upon to the applicable Service Recipient, or any Subsidiary contrary in the Project Proposal. No obligation shall be incurred by either party unless a Project Proposal has been executed by the authorized agents of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules heretoboth parties. (b) After Patheon will conduct the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(bthe Project Proposal(s), the applicable Parties shall negotiate in good faith the terms of a supplement which may be amended from time to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon time upon the mutual written agreement of the applicable Partiesparties. If an amendment requires additional or different work on the part of the Patheon, the supplement Patheon may agree to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions conduct this work and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedulewill be paid at Patheon’s then prevailing hourly rates, as agreed upon by Client. Patheon agrees not to intentionally change or deviate in writing any material manner from the Project Proposals without Client’s prior written approval. (c) The parties acknowledge that while performing the Services additional costs may be incurred by Patheon as a result of unforeseen procedural changes which do not amount to or require a change in the Project Proposals, but which are deemed necessary by Patheon to successfully perform the Services. If this occurs, Patheon shall obtain the Client’s prior written agreement as to the necessity and additional cost thereof. (d) Patheon will comply with all applicable PartiesLaws (as defined below) while performing the Services. If applicable, shall be deemed part Patheon will perform the Services in compliance with the current good laboratory practices of the appropriate Authority (as defined below). (e) For the purposes of this Agreement Contract, (i) “Laws” shall mean all applicable laws, statutes, ordinances, regulations, rules, by-laws, judgments, decrees or orders of any Authority, including, but not limited to, the Federal Food, Drug and Cosmetic Act (as of amended from time to time), together with any regulations promulgated thereunder, including current good manufacturing practices (“cGMPs”) and (ii) “Authority” shall mean any governmental or regulatory authority, department, body or agency or any court, tribunal, bureau, commission or other similar body, whether federal, state, provincial, county or municipal, including, but not limited to, the date of such agreement United States Food and Drug Administration (the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this AgreementFDA”).

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After If, after the date of this Agreement, if (i) Carrier or Otis Service Recipient identifies a service (other than an Excluded Service) that UTC Service Provider provided to it or any of its Subsidiaries Service Recipient within twelve (12) months prior to the applicable Distribution Date that it Service Recipient reasonably needs in order for the Carrier SpinCo Business or Xxxx the Parent Business, as applicable, to continue to operate in substantially the same manner in which the Carrier SpinCo Business or Xxxx the Parent Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party Service Recipient provides written notice to the applicable other Party Service Provider within sixty ninety (6090) days after the applicable Distribution Date requesting such additional services, then the applicable other Party Service Provider shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party Service Provider shall not be obligated to provide any Additional Service (A) if it Service Provider does not, in its reasonable judgment, have adequate resources to provide such Additional Service or (taking into consideration any offer by Service Recipient to pay for such additional resources, subject to the limitations set forth in Section 2.09), (B) if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and providedor its Subsidiaries’ businesses, further, that the applicable Party shall not be required to provide any Additional Services (C) if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor), or (D) if Service Recipient is reasonably in a position to provide such Additional Services to itself or obtain such Additional Services from a Third Party on the same time frame as such services would be available from Service Provider. In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Services. (a) Commencing as Employee shall render services in the capacity of the applicable Effective Timedirector for three (3) Pictures during the Term, each Service Provider it being understood that Employee's services for the third Picture are subject to subparagraph (b) below. The parties acknowledge that the first Picture is a car themed project currently entitled "Cars." The parties further acknowledge that if Company elects to produce and finance (in whole or part) an additional sequel or prequel to "Toy Story" and/or "Toy Story 2," Employee will have the first opportunity to direct such prequel or sequel as Employee's next Picture after "Cars." Employee agrees to providerender all such services as required by Company and customarily rendered by directors of first-class feature length animated motion pictures in the motion picture industry and to comply with all reasonable directions, requests, rules and regulations of Company in connection therewith, whether or not the same involve matters of artistic taste and judgment. If Company and Employee desire to cause one or more of its Subsidiaries to provideengage a co-director in connection with any Picture directed by Employee, said co-director shall be subject to the applicable Service Recipientapproval of Employee, or which approval shall be exercised in Employee's sole discretion. Notwithstanding the foregoing, if Company elects to proceed to production of a Picture during the Term and it is reasonably anticipated by Company that the Term shall expire prior to completion of Employee's directing services in connection therewith and Employee and Company have not concluded an agreement for Employee's post term directing services under subparagraph (b) below, then Company will have the right to engage the services of a co-director in consultation with Employee. In any Subsidiary of event, such Service Recipient, co-director will be subject to Employee's creative direction during Employee's services as the applicable services (the “Services”) set forth on the Schedules heretodirector. (b) After Notwithstanding anything to the date of this Agreementcontrary contained herein, if (i) Carrier or Otis identifies Company elects to proceed to production of a service Picture during the Term and it is reasonably anticipated by Company that UTC provided to it or any of its Subsidiaries the Term shall expire prior to the completion of Employee's directing services in connection therewith either Company or Employee may initiate good faith negotiations for post Term directing services in connection with the applicable Distribution Date that it reasonably needs in order for Picture (with the Carrier Business or Xxxx Businesscompensation set forth herein and theatrical motion picture bonuses, as if applicable, to continue to operate in substantially under Section 2.3(c) as a floor for such directing services). If the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties parties are unable to reach an agreement on the terms thereof after a period of thirty (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b30) days from commencement of said negotiations ("Negotiation Period"), Employee shall have the applicable Parties shall negotiate in good faith the terms of a supplement right by written notice to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement Company within five (5) business days after expiration of the applicable PartiesNegotiation Period to extend the Term for up to six (6) months at the then current salary level. If Employee fails to submit such notice, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part Term of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementextended on a week-to-week basis until either party terminates upon seven (7) days written notice.

Services. (a) Commencing as of During the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date Term of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided ACS will provide to it or any of its Subsidiaries prior to Customer the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of this Agreement and a supplement Statement of Work Number 1, Schedule A that describes all services, resources and deliverables to be provided by ACS to Customer. Any additional services mutually agreed to by the applicable Schedule, which terms Parties shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services set forth in a manner similar to that in which the Services are described Statement of Work in the existing Schedulesform of Schedule A for the compensation set forth therein. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, Statement of Work shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to governed by the terms and conditions of this Agreement by reference and will include the following if applicable: (i) a reference to this Agreement, which reference will be deemed to incorporate all of the provisions of this Agreement; (ii) the date as of which the provisions of the Statement of Work will be effective and, if applicable, the term or period of time during which the Services described therein will be provided; (iii) a description of the Services to be provided by ACS under the Statement of Work (including the location at which such Services are to be provided and, if applicable, the names, positions and rates for all ACS personnel to be used) and the performance criteria, standards and milestones applicable to such Services; (iv) the amounts payable for the Services to be provided under the Statement of Work and the schedule on which such amounts will be invoiced by ACS; and (v) any additional provisions applicable to the Services to be provided under the Statement of Work that are required by this Agreement to be addressed, are not otherwise set forth in this Agreement or are exceptions to the provisions set forth in this Agreement. No Statement of Work will become effective until it has been executed by an authorized representative of each Party. Such Services may be amended and supplemented from time to time pursuant to the Change Control Procedures. Statement of Work Number 1 attached under this Agreement as Schedule A describes the initial services to be provided by ACS to Customer. As described in each applicable Statement of Work, ACS will provide the Services from the locations specified in such Statement of Work; provided, however, with the consent of Customer, which consent will not be unreasonably withheld or delayed, ACS may provide the Services from other service locations.

Services. (a) Commencing as Subject to the terms and conditions set forth herein, Service Provider shall cause the Service Provider Parties to provide to VS and its Affiliates (collectively the “Service Recipients”), and the Service Recipients shall receive, the Services for the term indicated in Section 2.01(b). A detailed description of the applicable Effective Time, each Service to be provided by the Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, Parties to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) Recipients hereunder is set forth on in the Schedules heretoService Schedules. (b) After Service Provider shall cause the date of this AgreementService Provider Parties to provide, if and the Service Recipients shall receive, each Service for the period specified for such Service in the applicable Service Schedule (each such period, a “Term”). The Term for each Service may be (i) Carrier extended or Otis identifies a service that UTC provided to it shortened by mutual written agreement of VS and Service Provider, and (ii) terminated by VS or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx BusinessService Provider, as applicable, pursuant to continue Section 7.01, in each case to be reflected in an amendment to the applicable Service Schedule. (c) In addition to the Services to be provided or procured by Service Provider in accordance with Section 2.01(a), if due to a good faith oversight, the Service Schedules fail to identify a service provided by the Service Provider Parties to the VS Business during the twelve month period prior to the date hereof (an “Additional Service”), and such Additional Service is necessary for the Service Recipients during the term of this Agreement to operate the VS Business in substantially the same manner in which as the Carrier VS Business or Xxxx Business, as applicable, had been operated during the twelve month period prior to the applicable Distribution Datedate hereof, upon written request of any Service Recipient that identifies and states its desire to receive such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional servicesAdditional Service, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties parties hereto shall negotiate in good faith the for Service Provider to provide or cause to be provided such Additional Service; provided that (i) nothing herein shall obligate either party hereto to agree to any such terms of a supplement or to the applicable Schedule, provide or receive any such Additional Service unless agreed in writing by both parties hereto and (ii) no Additional which terms shall such Additional Service would be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Partiesprovided, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions Fees for such Additional Service and any other terms applicable thereto. Upon amendment of the Service Schedules to include such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable ScheduleService, as agreed to in writing by the applicable Parties, such Additional Service shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case Agreement subject to the terms and conditions of this Agreement.

Services. (a) Commencing as 2.1 During the term of the applicable Effective Timethis Agreement, each Service Provider agrees to Parent shall provide, or cause to cause one or more of its Subsidiaries to providebe provided, to the applicable Service RecipientCompany (and, or as may be specified by notice in writing to the Parent from time to time, any Subsidiary other Group Company) each of such Service Recipientthe services described in Schedule 1 (each a “Parent-Provided Service” and collectively, the applicable services (the “Parent-Provided Services”) set forth on the Schedules heretoterms and conditions set out in this Agreement. During the term of this Agreement, the Company shall provide, or cause to be provided, to Parent (and, as may be specified by notice in writing to the Company from time to time, any other Seller’s Group Undertaking) each of the services described in Schedule 2 (each a “Company-Provided Service” and collectively, the “Company-Provided Services”) on the terms and conditions set out in this Agreement. 2.2 If there are any services that were provided by or on behalf of a Seller Group’s Undertaking to a Group Company immediately prior to the Completion Date that (bi) After the Company (acting reasonably) determines are critical to being able to operate the Business following the Completion Date in a manner substantially similar to the operation of the Business prior to the Completion Date, (ii) cannot be provided by a Group Company or a third-party service provider without undue burden or expense and (iii) are not Excluded Services, the Company shall have a period of three months from the date of this Agreement to elect in writing to Parent to have such Additional Parent-Provided Services provided in accordance with this Agreement. The parties shall use all reasonable endeavours (acting in good faith) to agree as soon as practicable following an election pursuant to this Clause 2.2 on the scope, if fees and term of the Additional Parent-Provided Services; provided that Parent shall have no obligation to provide such Additional Parent-Provided Services until the parties have agreed on such matters. In the event that the Parent (iacting reasonably) Carrier or Otis identifies a service determines that UTC provided to it or any the provision of its Subsidiaries prior an Additional Parent-Provided Service would cause undue burden to the Parent or violate any law or regulation applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution DateParent, and such service was not included on the Schedules hereto (other than because the Parties agreed such service Parent shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts required to provide such requested additional services (such requested additional services, the “Additional Services”)Parent-Provided Service; provided, however, that no the parties shall use all reasonable endeavours to find a workable alternative such that the Company shall receive (whether from the Parent or a third party) a service substantially equivalent to such Additional Parent-Provided Service. 2.3 Except for the Services expressly contemplated to be provided in accordance with Clause 2.1, or Additional Parent-Provided Services notified and agreed pursuant to Clause 2.2 or additional services agreed to pursuant to Clause 8, the Delivering Party shall be obligated have no obligation under this Agreement to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement services to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this AgreementReceiving Party.

Services. (a) Commencing as From the Closing until the expiration of the applicable Effective TimeService Term, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to upon the terms and conditions of this Agreement, Seller shall provide the Company, with respect to the Insurance Contracts issued before the Closing, or following the Closing in conformity with clauses (i)(C)(I) through (i)(C)(IV) of the definition of "Core Business" (in accordance with practices in effect immediately prior to the date of the SPA with changes made in the ordinary course of business thereafter or as otherwise provided in Section 2.02, 2.03(b) or 4.07), and provided that such Insurance Contracts would have constituted Insurance Contracts had they been issued on or prior to the Closing, the services set forth on Schedule 2.01(a) (the "TRANSITION SERVICES"). Seller may satisfy its obligation to provide or procure Services hereunder by causing one or more of its Affiliates and/or such Seller Subcontractors as Seller may engage or hire in accordance with the terms and conditions of Section 8.02 hereof to provide or procure such Services. (b) To the extent that any services have been provided by Seller or on behalf of Seller by a third Person to the Core Business during the twelve (12) months immediately prior to the date of the SPA that are not identified on Schedule 2.01(a) due to their inadvertent omission from Schedule 2.01(a) (collectively, the "OMITTED SERVICES"), Seller agrees to amend Schedule 2.01(a) at the Company's reasonable (taking into account the cost and other burdens on Seller in providing such Omitted Services and the benefits to be received by the Company in receiving the Omitted Service) request to include any such Omitted Services as Transition Services on Schedule 2.01(a); PROVIDED that Omitted Services shall not include services that were intentionally discontinued in the ordinary course of Seller's business other than in anticipation of the Transactions or services that were previously terminated by the Company under this Agreement. For the avoidance of doubt, all Omitted Services shall be included in Transition Services and all terms and conditions of this Agreement applicable to Transition Services shall apply to such Omitted Services. (c) From the Closing and for thirty (30) days following the termination of the related Service (or for such longer period to which Seller shall reasonably agree), Seller shall provide Conversion Services to the Company. "CONVERSION SERVICES" shall mean such services as shall be agreed upon in good faith between the parties for the orderly movement of data from Seller's system(s) in order to allow the Company to transition such data and various functionalities to the Company and/or the Post Closing Administrator, including reasonable information, consultation and assistance for the Company and/or the Post Closing Administrator to duplicate the applicable operating environments and software systems relating to the Core Business. Conversion Services shall not include the development or implementation of system(s) changes, product modifications or system(s) enhancements, or the automation of system(s) or processes that were not automated and in use by Seller for administering the Core Business immediately prior to the Closing other than those which Seller is currently undertaking and implementing. Conversion Services shall include, with respect to the items on Schedule 3.16 of the SPA (it being understood that in some cases such items are merely the embodiments of property already belonging or transferred to the Company), reasonable assistance, information and consultation with respect to: the Company's duplication of various environments and software configurations and customizations used by Seller; migration of data to the Company or the Post Closing Administrator; and, as requested, providing reasonable quality copies of various systems, software and data used by the Seller in connection with the Core Business (to the extent permitted by law, Orders and any applicable contracts or licenses); PROVIDED that Seller makes no representations or warranties in connection with the functionality or suitability of systems or software within the Company's or the Post Closing Administrator's environment(s). Seller will not be obligated to provide any Conversion Service for which Seller would be required to purchase, license or otherwise obtain new Software after the date hereof or for which a new license or amendment or modification to an existing license after the date hereof from a third party is required. The Company shall be solely responsible for obtaining all licenses required by the Company in order to allow the Company to utilize such Conversion Services.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject Subject to the terms and conditions of this Master Services Agreement (the “Master Agreement.”), as may be amended pursuant to the provisions of Section 13 hereof, Synacor shall provide the services described in this Agreement (collectively, the “Services”) in accordance with the terms and conditions set forth herein and those set forth in the Schedules attached hereto and incorporated herein, and any other addenda, schedules, and exhibits as may subsequently be agreed to and signed by each of the parties hereto and attached to this Master Agreement from time to time (collectively, the “Supplements” and, together with the Master Agreement, the “Agreement”). Synacor may provide the Services directly to Client, or indirectly using contractors or other third party vendors or service providers, provided that in any event, Synacor shall remain primarily responsible for the delivery of the Services to Client in accordance with this Agreement. Each party shall provide the other with reasonable cooperation, assistance, information and access as may be lawful and necessary to initiate and thereafter provide Client’s and its registered users’ use of the Services (such as, for example, developing any content, user interfaces or appearance specific to the Services contracted for by Client). Initial tasks and responsibilities necessary to launch the Services in a timely manner as contemplated herein shall be set forth in Schedule J hereto, which Schedule will be negotiated and agreed by the parties and attached hereto (by confirming e-mail between the parties) within 30 days of the Effective Date. Residential mass market consumer customers of Client who have entered into a subscription agreement with Client for Client’s high speed Internet access service in the Service Area (“HSI Subscribers”), as well as, at Client’s election and in Client’s sole discretion, Client’s other customers and other public users (“Guests” and together with HSI Subscribers, “Users”), will have access to the Client Branded Portal. The parties agree that Synacor shall provide to Client the Client Branded Portal through which Client’s Users will access content and/or services, except as otherwise set forth herein. Synacor shall provide the Services in a manner designed to minimize errors and interruptions. Notwithstanding the foregoing, the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency repairs, by Synacor or by third-party providers, or because of other causes beyond Synacor’s reasonable control; Synacor shall notify Client in all such events in accordance with Schedule F.

Services. (a) Commencing as Subject to the terms of this Agreement, (i) OLIN will provide to ARCH and its subsidiaries the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provideOLIN Services in substantially the same manner, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, same location and as and to the applicable services extent provided by OLIN (and not by an outside contractor) to the “Services”) set forth on Arch Business as it existed prior to the Schedules hereto. (b) After Distribution Date during the one-year period immediately preceding the date of this Agreement, if and (iii) Carrier or Otis identifies a service that UTC provided ARCH shall provide to it or any of OLIN and its Subsidiaries prior to subsidiaries the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate ARCH Services in substantially the same manner in which manner, to the Carrier same location and as and to the extent provided by the Arch Business or Xxxx Business, as applicable, operated it existed prior to the applicable Distribution DateDate (and not by an outside contractor) during the one-year period immediately preceding the date of this Agreement. (b) In providing the Services, the Provider shall employ the same standards of care, priority and diligence employed in providing services of the same type for itself and its affiliates ("Standard of Care"). (c) Exhibits A and B identifies the Services to be provided by the Parties and subject to the mutual agreement of the Parties acting reasonably, may be amended from time to time, to add any additional Services, or to modify or delete Services, as the Parties may agree. (d) No Provider employee shall be considered a Customer employee for any purpose, and the Provider shall provide the Services as an independent contractor. (e) The Customer shall, in a timely manner, take all such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not actions as may be provided), reasonably necessary or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs desirable in order for to enable or assist the UTC Business to continue to operate Provider in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation Services, including, but not limited to, providing necessary information and specific written authorizations and consents, and the Provider shall be relieved of Service Provider’s business; and provided, further, its obligations hereunder to the extent that the applicable Party Customer's failure to take any such action renders performance by the Provider of such obligations unlawful or impracticable. (f) A Provider shall not be required to expand its facilities, incur new long-term capital expenses or employ additional personnel to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this AgreementParty.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After If, within ninety (90) days after the date of this AgreementDistribution Date, if either (i) Carrier or Otis SpinCo identifies a service that UTC Parent provided to it or any of its Subsidiaries SpinCo prior to the applicable Distribution Date that it SpinCo reasonably needs in order for the Carrier SpinCo Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier SpinCo Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC Parent identifies a service that Carrier or Otis SpinCo provided to it or any of its Subsidiaries Parent prior to the applicable Distribution Date that it Parent reasonably needs in order for the UTC Parent Business to continue to operate in substantially the same manner in which the UTC Parent Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), ) then, in each case, if such the identifying Party provides written notice to the applicable other Party within sixty such ninety (6090) days after the applicable Distribution Date day period requesting such additional servicesservice, then the applicable other Party receiving such notice shall use its commercially reasonable efforts to provide such requested additional services service (such requested additional servicesservice, the an “Additional ServicesService”); provided, however, that no provided that: (A) neither Party shall not be obligated to provide any an Additional Service if it does not, in its commercially reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Providersuch Party’s businessor its Subsidiaries’ businesses; and provided, further, that the applicable (B) a Party shall not be required to provide any an Additional Services Service if the applicable Parties Parties, acting reasonably and in good faith, are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). In connection with any request for an Additional Services Service in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s)Period, termination provisions and other terms applicable to such Additional Services Service in a manner similar to that in which the other Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services Service set forth therein shall be deemed included in the definition of “ServicesService” provided under this Agreementas of such date, in each case subject to the terms and conditions of this Agreement.

Services. (a) Commencing as Subject to the terms and conditions set forth herein, Service Provider shall cause the Service Provider Parties to provide to L Brands and its Affiliates (collectively the “Service Recipients”), and the Service Recipients shall receive, the Services for the term indicated in Section 2.01(b). A detailed description of the applicable Effective Time, each Service to be provided by the Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, Parties to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) Recipients hereunder is set forth on in the Schedules heretoService Schedules. (b) After Service Provider shall cause the date of this AgreementService Provider Parties to provide, if and the Service Recipients shall receive, each Service for the period specified for such Service in the applicable Service Schedule (each such period, a “Term”). The Term for each Service may be (i) Carrier extended or Otis identifies a service that UTC provided to it shortened by mutual written agreement of L Brands and Service Provider, and (ii) terminated by L Brands or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx BusinessService Provider, as applicable, pursuant to continue Section 7.01, in each case to be reflected in an amendment to the applicable Service Schedule. (c) In addition to the Services to be provided or procured by Service Provider in accordance with Section 2.01(a), if due to a good faith oversight, the Service Schedules fail to identify a service provided by the Service Provider Parties to the L Brands Business during the twelve-month period prior to the date hereof (an “Additional Service”), and such Additional Service is necessary for the Service Recipients during the term of this Agreement to operate the L Brands Business in substantially the same manner in which as the Carrier L Brands Business or Xxxx Business, as applicable, had been operated during the twelve-month period prior to the applicable Distribution Datedate hereof, upon written request of any Service Recipient that identifies and states its desire to receive such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional servicesAdditional Service, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties parties hereto shall negotiate in good faith for Service Provider to provide or cause to be provided such Additional Service; provided that (i) nothing herein shall obligate either party hereto to agree to any such terms or to provide or receive any such Additional Service unless agreed in writing by both parties hereto and (ii) no Additional Service shall be provided for a Term extending beyond 24 months following the terms of Distribution Date. To the extent the parties hereto reach a supplement written agreement with respect to providing such Additional Service, the parties shall cooperate and act in good faith to add such Additional Service to the applicable Schedule, which terms shall be consistent with the terms of, Service Schedules and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement mutually agree in good faith to a description of the applicable Partiessuch Additional Service, the supplement to Term during which such Additional Service would be provided, the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions Fees for such Additional Service and any other terms applicable thereto. Upon amendment of the Service Schedules to include such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable ScheduleService, as agreed to in writing by the applicable Parties, such Additional Service shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case Agreement subject to the terms and conditions of this Agreement.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one (1) or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After If, after the date of this Agreement, if (i) Carrier or Otis Recipient identifies a service that UTC Provider provided to it or any of its Subsidiaries Recipient within twelve (12) months prior to the applicable Distribution Date that it Recipient reasonably needs in order for the Carrier SpinCo Business or Xxxx the Parent Business, as applicable, to continue to operate in substantially the same manner in which the Carrier SpinCo Business or Xxxx the Parent Business, as applicable, applicable operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party Recipient provides written notice to the applicable other Party Provider within sixty ninety (6090) days after the applicable Distribution Date requesting such additional services, then the applicable other Party Provider shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party Provider shall not be obligated to provide any Additional Service (A) if it Provider does not, in its commercially reasonable judgment, have adequate resources to provide such Additional Service or Service, (B) if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and providedor its Subsidiaries’ businesses, further, that the applicable Party shall not be required to provide any Additional Services (C) if the applicable Parties Parties, acting reasonably and in good faith, are unable to reach agreement on the terms thereof (including with respect to Charges therefor)) or (D) if Recipient is reasonably in a position to provide such Additional Services to itself or obtain such Additional Services from a Third Party on the same time frame as such services would be available from Provider. In connection with any request for Additional Services in accordance with this Section 2.01(b2.1(b), the applicable Parties shall negotiate shall, in good faith faith, negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject Subject to the terms and conditions of this Agreement: (i) Sellers will provide (or cause a Third Party Provider to provide) to Purchaser each Service for which Sellers are identified on Appendix A as being the Service Provider and (ii) CPI will provide (or cause a Third Party Provider to provide) to Purchaser each Service for which CPI is identified on Appendix A as being the Service Provider. (b) The Parties acknowledge and agree that, notwithstanding anything to the contrary: (i) Sellers shall be responsible and liable (to the extent provided herein) to Purchaser solely with respect to the Services for which Sellers are identified on Appendix A (as it may be amended pursuant to the provisions of Section 2.1(d)) as being the Service Provider (and not with respect to any Services for which CPI is the Service Provider) and (ii) CPI shall be responsible and liable (to the extent provided herein) to Purchaser solely with respect to the Services for which CPI is identified on Appendix A (as it may be amended pursuant to the provisions of Section 2.1(d)) as being the Service Provider (and not with respect to any Services for which Sellers are the Service Provider). (c) Each Party will comply with its obligations set forth on Appendix A related to the Services; it being understood that if a task or activity contemplated by Appendix A remains in process and has not been completed as of the date that a Service set forth in Appendix A otherwise terminates, the Service Provider will continue to perform such task until such task is completed or appropriate arrangements have been made to transfer performance or completion of such task to Purchaser. (d) If, at any time during the term of this Agreement, Purchaser reasonably determines that in order to operate the Business it is necessary for a Service Provider to provide, or cause to be provided, any other services that were being provided by such Service Provider to the Business prior to Closing that are not yet reflected in Appendix A, Purchaser may request such Service Provider to make such services available, or to cause such services to be made available, to Purchaser, and if such service was performed by the Service Provider consistent with Sellers’ past practice in the ordinary course of their respective operation of the Business prior to Closing, such service will be made available to Purchaser as a Service upon Purchaser’s request, provided that, subject to Section 2.1(c), such Service shall not exceed in duration the remaining term of the corresponding category of Services set forth in Appendix A (or, in any event, regardless of the start date for any such Service, a maximum term of six (6) months, as measured from the Closing Date). The Parties will negotiate in good faith mutually-acceptable terms and conditions (including any applicable fees) on which such Service Provider will make such services available to Purchaser, and Appendix A shall be amended to add such services and the mutually-agreed upon terms and conditions related thereto (“Additional Services”) and such Additional Services so provided by any of the Service Providers shall constitute Services under this Agreement and be subject in all respect to the provisions of this Agreement.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one (1) or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis SpinCo identifies a service that UTC Parent provided to it or any of its Subsidiaries SpinCo prior to the applicable Distribution Date that it SpinCo reasonably needs in order for the Carrier SpinCo Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier SpinCo Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC Parent identifies a service that Carrier or Otis SpinCo provided to it or any of its Subsidiaries Parent prior to the applicable Distribution Date that it Parent reasonably needs in order for the UTC Parent Business to continue to operate in substantially the same manner in which the UTC Parent Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), ) then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party receiving such notice shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no neither Party shall not be obligated to provide any Additional Service if it does not, in its commercially reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Providersuch Party’s businessor its Subsidiaries’ businesses; and provided, further, that the applicable a Party shall not be required to provide any Additional Services if the applicable Parties Parties, acting reasonably and in good faith, are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis SpinCo identifies a service that UTC Parent provided to it or any of its Subsidiaries SpinCo during the last sixty (60) days prior to the applicable Distribution Date that it SpinCo reasonably needs in order for the Carrier SpinCo Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier SpinCo Business or Xxxx Business, as applicable, operated during the last sixty (60) days prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC Parent identifies a service that Carrier or Otis SpinCo provided to it or any of its Subsidiaries Parent during the last sixty (60) days prior to the applicable Distribution Date that it Parent reasonably needs in order for the UTC Parent Business to continue to operate in substantially the same manner in which the UTC Parent Business operated during the last sixty (60) days prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), ) then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party receiving such notice shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no neither Party shall be obligated to provide any Additional Service if it does not, in its commercially reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Providersuch Party’s businessor its Subsidiaries’ businesses; and provided, further, that the applicable a Party shall not be required to provide any Additional Services if the applicable Parties Parties, acting reasonably and in good faith, are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (c) After the date of this Agreement, if SpinCo identifies in good faith that additional work project support or resources are reasonably required to transition off the Services, including with respect to any migration, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided) and does qualify as “Additional Services” pursuant to Section 2.01(b), then, if SpinCo provides written notice to Parent during the Term hereof requesting such additional work project support or resources, Parent shall use its commercially reasonable efforts to provide such requested additional work project support or resources (such requested additional work project support or resources, the “Project Work”); provided, however, that Parent shall be obligated to provide any Project Work if it does not, in its commercially reasonable judgment, have adequate resources to provide such Project Work or if the provision of such Project Work would significantly disrupt the operation of Parent’s or its Subsidiaries’ businesses; and provided, further, that Parent shall not be required to provide any Project Work if the Parties, acting reasonably and in good faith, are unable to reach agreement on the terms thereof (it being agreed that the Charges for such Project Work that is to be performed by employees of Parent shall be billed at the rate set forth in the Schedules hereto under the heading “Project Work”). Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Project Work in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Project Work set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (d) It is not the intent of Provider to render, nor of Recipient to receive from Provider, professional advice or opinions, whether with regard to Tax, generally accepted accounting principles, legal, treasury, finance, employment or other business and financial matters, technical advice, whether with regard to information technology or other matters; Recipient shall not rely on, or construe, any Service rendered by or on behalf of Provider as such professional advice or opinions or technical advice; and Recipient shall seek all third-party professional advice and opinions or technical advice as it may desire or need from persons other than Provider or its Affiliates.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider Symantec agrees to provide, or to cause one or more of its Subsidiaries to provide, provide to the applicable Service RecipientCompany, or any Subsidiary of such Service Recipientduring the term specified in Section 5 herein (the "TERM"), the applicable services specified in Exhibit A hereto (the “Services”) set forth on the Schedules hereto"SERVICES"). (b) After The Services shall be provided by Symantec to the Company on the same terms and consistent with Symantec's current practice as they have been performed by Symantec in relation to the Licensed Products during the calendar quarter immediately prior to the date of this Agreement. (c) The parties acknowledge the transitional nature of the Services and that Symantec may make changes from time to time in the manner of performing the Services if it is making similar changes in performing similar services for itself. (d) The parties shall use good faith efforts to cooperate with each other in all matters relating to the provision and receipt of the Services. Such cooperation shall include exchanging information, if (i) Carrier providing necessary access to people, equipment and systems, and obtaining all consents, licenses, sublicenses or Otis identifies approvals necessary to permit each party to perform its obligations hereunder. The parties shall also cooperate in making information available as needed in the event of a service that UTC provided to it tax audit, whether in the United States or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”)country; provided, however, that no Party the party being audited shall be obligated reimburse the other party for any of its out of pocket costs incurred in connection with providing such information. The obligation pursuant to provide any Additional Service if it does not, this paragraph to cooperate in its reasonable judgment, have adequate resources to provide such Additional Service or if making information available as needed in the provision event of such Additional Service would significantly disrupt a tax audit shall survive the operation expiration of Service Provider’s business; and provided, further, that the applicable Party this Agreement. (e) Symantec shall not be required to provide any Additional Services if services hereunder only to the applicable Parties extent and only at the locations such services are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In being provided by Symantec in connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith Licensed Products during the terms of a supplement calendar quarter immediately prior to the applicable Schedule, which terms shall date hereof. The Services will be consistent available only for the purposes of conducting business in connection with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services Licensed Products in a manner similar to that in which it was conducted prior to the date hereof. (f) In performing the Services are described in hereunder, Symantec shall not be obligated to (i) hire any additional employees; (ii) maintain the existing Schedules. Each supplement employment of any specific employee; (iii) purchase, lease or license any additional equipment or software or (iv) pay any costs related to any conversion requested by Company of Symantec's data to Company's, or any alternate service supplier's, systems. (g) Symantec shall provide the applicable ScheduleServices as an independent contractor, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional employees or agents of Symantec providing such Services set forth therein shall be deemed “remain employees or agents of Symantec. Symantec shall use its discretion in performing the Services” provided under this Agreement, in each case subject to the terms general and conditions reasonable direction of this Agreementthe Company and subject further to compliance with applicable law. Symantec shall determine its work location, hours and rules.

Services. (a) Commencing Upon the terms and subject to the conditions set forth herein and in consideration of the Warrants to be issued by Service Recipient to Service Provider pursuant to the Subscription Agreement, effective as of the applicable Effective TimeSecond Step Investment Closing (solely if immediately following the Second Step Investment Closing, each Service Provider agrees is reasonably expected to be the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of twenty percent (20%) or more of the issued and outstanding shares of Class A common stock of Service Recipient on a fully-diluted and as-converted basis), Service Provider shall provide, or to cause one or more of its Subsidiaries Affiliates to provide, to the applicable Service Recipient, or any Subsidiary of such and Service RecipientRecipient shall receive, the applicable services Services for the Term. The Services will be provided for a term of one (1) year following the completion of the Second Step Investment or such shorter period as contemplated herein (the “ServicesTerm”) set forth on the Schedules hereto). (b) After In providing, or otherwise making available, the date Services to Service Recipient, Service Provider may use its own personnel or the personnel of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”)Affiliates; provided, however, that no Party Service Provider shall remain responsible for ensuring that its obligations with respect to such Services are satisfied with respect to all Services provided by any Affiliate. Each of Service Provider and any such Affiliates shall be obligated referred to provide as a “Service Provider Party”. (c) Except as set forth on Annex A, Service Provider shall perform, or shall cause to be performed, all Services in a commercially reasonable manner. (d) The parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any Additional necessary consent, authorization, order or approval of, or any exemption by, any Third Party (each, a “Third Party Approval”) required under any existing contract or agreement with a Third Party to allow Service if it does notProvider to perform, or cause to be performed, all Services to be provided by Service Provider hereunder; provided that neither party shall be required to accept any term or condition, commit to pay any amount, incur any obligation in its reasonable judgmentfavor of or offer or grant any accommodation (financial or otherwise), have adequate resources regardless of any provision to provide the contrary in the existing contract or agreement, to any Third Party to obtain any such Additional Third Party Approval. (e) If Service or if Provider has elected to deliver the provision Second Step Investment Notice and both the First Step Investment Closing and the Second Step Investment Closing occur (each as defined in the Subscription Agreement), effective as of such Additional the Second Step Investment Closing, Service would significantly disrupt Provider shall recommend an individual to serve as the operation chairman of the Board of Directors. Subject to the approval of the Service ProviderRecipient’s business; nominating and provided, further, that the applicable Party corporate governance committee (which shall not be required unreasonably withheld, conditioned or delayed), upon the recommendation of such individual by Service Provider, Service Recipient will take all actions reasonably necessary to provide appoint such individual, effective as of the Second Step Investment Closing, as the chairman of the Board of Directors. Service Provider shall, and shall cause its designee to, reasonably cooperate with Service Recipient to facilitate such appointment, including by providing any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including information reasonably requested by Service Recipient with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject designee. (f) Subject to the terms and conditions of this Agreement, the parties will comply, and will cause their Affiliates and their respective employees to comply, with all applicable Laws or rules of professional conduct applicable to its performance under this Agreement and the provision and receipt of the Services. No party shall knowingly take any action in violation of any such applicable Law or rule of professional conduct that results in liability being imposed on the other party. (g) Service Recipient shall promptly reimburse each Service Provider Party for all reasonable and documented out-of-pocket costs and expenses relating to such Service Provider Party’s provisions of Services. Any such expense in excess of $10,000, other than in connection with legal or accounting services, shall be pre-approved in writing by the Service Recipient, it being understood that the failure to so approve any such excess expense shall excuse Service Provider Party’s performance hereunder in connection with any such reasonably required expenses. (h) For the avoidance of doubt, all decisions, determinations, implementation and oversight in connection with the Services shall be the sole and exclusive responsibility of Service Recipient. (i) Notwithstanding anything to the contrary contained in this Agreement, neither this Agreement nor the provision of the Services shall, in any manner, preclude, restrict or limit or impair the ability of Service Provider or any of its Affiliates or any other Person (including any entity in which any of them have an investment) or any of their respective directors, officers, employees, consultants or agents to (i) engage in any business, (ii) operate their respective businesses in any manner, (iii) engage in any transactions, including any investments, acquisitions, divestitures, joint ventures or other strategic transactions or (iv) provide services (whether or not similar in kind to the Services) to any other Person.

Services. (a) Commencing as Subject to the terms and conditions set forth herein, Service Provider shall cause the Service Provider Parties to provide to VS and its Affiliates (collectively the “Service Recipients”), and the Service Recipients shall receive, the Services for the term indicated in Section 2.01(b). A detailed description of the applicable Effective Time, each Service to be provided by the Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, Parties to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) Recipients hereunder is set forth on in the Schedules heretoService Schedules. (b) After Service Provider shall cause the date of this AgreementService Provider Parties to provide, if and the Service Recipients shall receive, each Service for the period specified for such Service in the applicable Service Schedule (each such period, a “Term”). The Term for each Service may be (i) Carrier extended or Otis identifies a service that UTC provided to it shortened by mutual written agreement of VS and Service Provider, and (ii) terminated by VS or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx BusinessService Provider, as applicable, pursuant to continue Section 7.01, in each case to be reflected in an amendment to the applicable Service Schedule. (c) In addition to the Services to be provided or procured by Service Provider in accordance with Section 2.01(a), if due to a good faith oversight, the Service Schedules fail to identify a service provided by the Service Provider Parties to the VS Business during the twelve-month period prior to the date hereof (an “Additional Service”), and such Additional Service is necessary for the Service Recipients during the term of this Agreement to operate the VS Business in substantially the same manner in which as the Carrier VS Business or Xxxx Business, as applicable, had been operated during the twelve-month period prior to the applicable Distribution Datedate hereof, upon written request of any Service Recipient that identifies and states its desire to receive such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional servicesAdditional Service, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties parties hereto shall negotiate in good faith for Service Provider to provide or cause to be provided such Additional Service; provided that (i) nothing herein shall obligate either party hereto to agree to any such terms or to provide or receive any such Additional Service unless agreed in writing by both parties hereto and (ii) no Additional Service shall be provided for a Term extending beyond 24 months following the terms of Distribution Date. To the extent the parties hereto reach a supplement written agreement with respect to providing such Additional Service, the parties shall cooperate and act in good faith to add such Additional Service to the applicable Schedule, which terms shall be consistent with the terms of, Service Schedules and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement mutually agree in good faith to a description of the applicable Partiessuch Additional Service, the supplement to Term during which such Additional Service would be provided, the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions Fees for such Additional Service and any other terms applicable thereto. Upon amendment of the Service Schedules to include such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable ScheduleService, as agreed to in writing by the applicable Parties, such Additional Service shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case Agreement subject to the terms and conditions of this Agreement.

Services. (a) Commencing During the Term (as of defined in Section 6 hereof), DynCorp shall provide to DynTek the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable following services (the “"Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if "): (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Businessaccounting services described on Exhibit A hereto, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies the information technology services described on Exhibit B hereto, (iii) bid and proposal services described on Exhibit C hereto and (iv) the right to occupy a service that Carrier or Otis provided to it or any portion of its Subsidiaries prior the premises described on Exhibit D subject to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), thenterms set forth thereon, in each case, if such Party provides written notice services to be provided for the periods set forth in the applicable Exhibit. Exhibits A through D are hereby incorporated herein by reference and are collectively referred to herein as Schedule A. (b) DynCorp agrees to perform or cause to be performed all Services under this Agreement with reasonable care, using that degree of skill and attention it has exercised with respect to the applicable other Party within sixty (60) days after operations of the applicable Distribution Date requesting such additional servicesCompany prior to the Closing, then and to the applicable other Party same extent and in the same manner that it provided the Services to the Company prior to the Closing Date. Under no circumstances shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not DynCorp be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof hereunder (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b)i) not being provided, the applicable Parties shall negotiate in good faith the terms of a supplement or having been provided, to the applicable ScheduleCompany on and/or within nine (9) months prior to the date hereof, (ii) to entities other than DynTek, (iii) to an extent greater than being provided, or having been provided, on or within nine (9) months prior to the date hereof, or (iv) in support of operations conducted at locations not being supported on or within nine (9) months prior to the date hereof. If and to the extent that DynTek changes in any material respect the manner in which terms shall be consistent with DynTek conducts business from the terms ofmanner conducted by the Company prior to the Closing Date and such changes materially impact or affect the nature or delivery of the Services by DynCorp, then DynTek and DynCorp hereby agree to discuss any necessary or appropriate changes in the Services or the manner in which they are performed so as to determine whether, how, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in upon which the Services or are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of provided given such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementchanges.

Services. (a) Commencing as of the applicable Effective Time, each Service the Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service the Recipient, the applicable services (the “Services”) set forth on on, and in accordance with, the Schedules hereto. (b) After the date of this Agreement, if UpstreamCo or Parent (i) Carrier or Otis identifies a service that UTC (x) Parent provided to it or any of its Subsidiaries UpstreamCo prior to the applicable Distribution Date that it UpstreamCo reasonably needs in order for the Carrier UpstreamCo Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier UpstreamCo Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (iiy) UTC identifies a service that Carrier or Otis UpstreamCo provided to it or any of its Subsidiaries Parent prior to the applicable Distribution Date that it Parent reasonably needs in order for the UTC Parent Business to continue to operate in substantially the same manner in which the UTC Parent Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party and (ii) provides written notice to the applicable other Party within sixty ninety (6090) days after the applicable Distribution Date requesting such additional services, then the applicable such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s businessits or its Subsidiaries’ businesses; and provided, further, that the applicable Party Provider shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith negotiate the terms of a supplement to supplementary Schedule, including Charges and the applicable ScheduleService Period, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable supplementary Schedule shall describe in reasonable detail the nature, scope, Service Period(sservice period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable supplementary Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (c) Notwithstanding the foregoing, no Services or Additional Services may be provided under this Agreement after the date that is the twenty-fourth (24th) month anniversary of the Distribution Date.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider Parent agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service RecipientSpinCo, or any Subsidiary of such Service RecipientSpinCo, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if SpinCo (i) Carrier or Otis identifies a service that UTC Parent provided to it or any of its Subsidiaries SpinCo prior to the applicable Distribution Date that it SpinCo reasonably needs in order for the Carrier SpinCo Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier SpinCo Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or and (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party Parent within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party Parent shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party Parent shall not be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service ProviderParent’s businessor its Subsidiaries’ businesses; and provided, further, that the applicable Party Parent shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Services. (a) Commencing as of During the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service RecipientTerm, the applicable services (Company will provide the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided Services to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services you in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement, the Service Level Agreement (the “SLA”) applicable to leak sensor monitoring and any sales agreements with you. To use the Services, you must be registered with the Company and have at least one active NextCentury IP gateway. As a condition to your right to receive the Services, you agree that you will: (a) provide only true, accurate and complete information when registering with the Company and when communicating with or responding to the Company, and update such communications as needed to maintain accuracy and completeness; and (b) cooperate with our reasonable investigation of security problems, and any suspected breach of the Agreement. Company will not use Customer’s data except in the performance of the Services. The Company may process and store Customer data in accordance with standard Company data storage practices. Company may make commercially reasonable updates or modifications to the Services in its sole discretion, the use of which may be contingent on your agreement to additional terms. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS SUPPLIERS MAKE NO WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR MECHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NONINFRINGEMENT, NOR DO THEY WARRANT THAT OPERATION OF THE SERVICES OR SOFTWARE WILL BY UNINTERRUPTED OR ERROR-FREE. The Company may discontinue providing the Services in the event that the Company reasonably believes that the Services have been accessed or manipulated by a third party without your consent, the Services are being used in violation of this Agreement, that suspension of the Services is necessary to protect our network, you or other customers, or suspension is required by law. The Company will give you reasonable advance notice of a suspension under this paragraph and a chance to cure if the suspension is based on the Company’s judgment. If the suspension is based on a violation of this Agreement by you, you will remain liable to the Company for all fees accruing during the period of suspension. In the Company’s sole discretion, Company may discontinue the Services with ninety (90) days’ prior notice to you, unless otherwise required by law or third-party relationship. CUSTOMER RESPONSIBILITIES You acknowledge that you may only use the Services and access the NextCentury cloud for the purpose of Customer’s data access in compliance with this Agreement, other documentation and applicable law. You acknowledge that you are responsible for use of the Services by your agents, employees, contractors and affiliates or other persons to whom you have given access. The Company will only provide the Services to you. Nothing in this Agreement shall be construed to give a third party any rights in connection with this Agreement. You are solely responsible to obtain the necessary approvals required to permit the processing, storage and communication of Customer data under this Agreement. Third party components of the Services, including software or cloud hosting, may be subject to separate license agreements or terms of use. In the event that a third party agreement expressly supersedes this Agreement, such third party agreement shall govern the use of the third part component. The Company will not be responsible for interruptions in or other failure of the Services except as specifically set forth in the SLA. If you are dissatisfied with the Services, your sole remedies are those listed in the SLA or termination of this Agreement as authorized herein. All Services provided hereunder are subject to the indemnification and limitation of liability provisions set forth herein. The Company may use third party service providers to perform all or any part of the Services, but the Company shall remain responsible to you under the SLA for Services performed by third parties to the same extent as if the Company performed the Services itself. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future provision of the Services (or any portion thereof).

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party Seller shall use its commercially reasonable efforts to provide, and, if necessary, to cause any appropriate third party provider to provide, Buyer with each transition service described in Schedule 1 to Exhibit A attached hereto (the “Seller Services”). Notwithstanding anything to the contrary contained herein, Seller shall only be required to provide, or cause to be provided, each Seller Service to Buyer pursuant to the terms hereof (i) in connection with the operation of the Business, (ii) with substantially the same diligence, care and (where no time period is stated on Schedule 1 to Exhibit A) promptness as such Seller Services or services of a similar nature were provided to the Business prior to the Closing Date, and (iii) if provided by a third party provider, on substantially the same terms and conditions, and only to the extent, that such service is provided to the Business following the Closing Date pursuant to any applicable provider agreement. Except as set forth in the preceding sentence, Seller makes no express or implied representation, warranty or guarantee relating to the Seller Services to be performed pursuant to this Agreement, including and without limitation, no warranties of merchantability or fitness for a particular purpose. Buyer’s use of each Seller Service pursuant to the terms hereof shall be limited to the nature and scope of the Business’ use of such Seller Service immediately prior to the Closing Date, regardless of any changes Buyer may make in the operations of the Business following the Closing Date. (b) To the extent Seller requires information exclusively within the control of Buyer solely for the purpose of performing any Seller Services, Buyer shall promptly provide such requested additional services information, or cause such information to be provided, to Seller. Buyer acknowledges that Seller has agreed to perform the Seller Services for the fees and with the standard of care and promptness provided for in this Agreement (such requested additional servicesincluding Schedule 1 to Exhibit A hereto). Buyer shall provide reasonable cooperation in order to facilitate the provision and receipt of the Seller Services (c) Buyer shall use its commercially reasonable efforts to provide, and, if necessary, to cause any appropriate third party provider to provide, Seller with each transition service described in Schedules 1 to 5 to Exhibit B attached hereto (the “Buyer Services” and, together with the Seller Services, the “Additional Services”); . Notwithstanding anything to the contrary contained herein, Buyer shall only be required to provide, or cause to be provided, however, that no Party shall be obligated each Buyer Service to provide any Additional Service if it does not, Seller pursuant to the terms hereof (i) in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt connection with the operation of Service ProviderSeller’s business; , (ii) with substantially the same diligence, care and provided(where no time period is stated on Schedules 1 to 5 to Exhibit B) promptness as such Buyer Services or services of a similar nature were provided to Seller’s business prior to the Closing Date, furtherand (iii) if provided by a third party provider, on substantially the same terms and conditions, and only to the extent, that such service is provided to Seller’s business following the Closing Date pursuant to any applicable Party shall not be required to provide any Additional Services if provider agreement. Except as set forth in the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b)preceding sentence, the applicable Parties shall negotiate in good faith the terms of a supplement Buyer makes no express or implied representation, warranty or guarantee relating to the applicable Schedule, which terms shall Buyer Services to be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement performed pursuant to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in including and without limitation, no warranties of merchantability or fitness for a particular purpose. Seller’s use of each case subject Buyer Service pursuant to the terms hereof shall be limited to the nature and conditions scope of the Seller’s business’ use of such Buyer Service immediately prior to the Closing Date, regardless of any changes Seller may make in the operations of its business following the Closing Date. (d) To the extent Buyer requires information exclusively within the control of Seller solely for the purpose of performing any Buyer Services, Seller shall promptly provide such information, or cause such information to be provided, to Buyer. Seller acknowledges that Buyer has agreed to perform the Buyer Services for the fees and with the standard of care and promptness provided for in this AgreementAgreement (including Schedules 1 to 5 to Exhibit B hereto). Seller shall provide reasonable cooperation in order to facilitate the provision and receipt of the Buyer Services. (e) Each provider of Services hereunder is sometimes hereinafter referred to as a “Provider,” and each recipient of Services hereunder is sometimes hereinafter referred to as a “Recipient.”

Services. (a) Commencing on the date hereof and continuing throughout the Term (as defined below), unless earlier terminated pursuant to the terms of this Agreement or except as expressly noted otherwise, the applicable Effective Time, each Service Provider agrees to Seller shall provide, or to cause one or more of its Subsidiaries Affiliates to provide, to the applicable Service RecipientCompany and its Subsidiaries, or any Subsidiary in connection with the conduct of their business activities, the services described on SCHEDULE A attached hereto (the "SERVICES") along with consultation and assistance with taking over the Services. The Seller shall provide each of the Services to the Company on substantially the same basis as provided to the Company prior to the date hereof. The parties agree that the Seller may use third party service providers in connection with the provision of the Services hereunder, consistent with the past practices of the Seller; PROVIDED, HOWEVER, the Seller will not materially increase its use of such Service Recipient, third party service providers in connection with the applicable services (provision of the “Services”) set forth on Services without the Schedules heretoprior written consent of the Company. (b) After the date of this AgreementThe Seller agrees that it shall use all reasonable commercial efforts to obtain all consents, if (i) Carrier licenses, waivers or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior other approvals from all Persons with respect to the applicable Distribution Date software programs set forth on SCHEDULE B hereto (the "CONSENTS"), to the extent necessary for the Seller and its Affiliates to fully provide all of the Services (it being understood that it reasonably needs no party shall be required to pay any money to the Person from whom such Consent is sought (other than reimbursement of the reasonable out-of-pocket costs of providing the same) or otherwise undertake any new obligation to such Person or waive any existing benefit or right in order to obtain any such Consent, unless the Seller is not able to arrange for the Carrier Business Company to receive the same benefits from and after the Closing to which the Company would have been entitled if such Consent had been obtained, in which case the Seller shall be required to pay such money or Xxxx Businessundertake such new obligation or waive such existing benefit or right in order to obtain such Consent). The parties will cooperate with each other in exercising such reasonable efforts. If any such Consent is not obtained, as applicablethe Seller shall, with respect to continue any such software program, arrange for the Company to operate in receive substantially the same manner in benefits under such software program after the date hereof until the end of the Term to which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, Company would have been entitled if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional servicesconsent, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service waiver or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementapproval had been obtained.

Services. Where under this Agreement, the Services are supplied in accordance with this clause 7, then such Services shall be carried out and completed: in accordance with the Specification or Contract Order (aas the case may be; in accordance with the terms of this Agreement; in accordance with all relevant laws; in a proper and workmanlike manner; with all due speed, care and diligence; and using all the reasonable skill, care and diligence to be expected of a competent Supplier experienced in carrying out services of a similar scope, nature and complexity to the Services The Supplier shall begin the Services on the Commencement Date and thereafter shall diligently proceed to complete the same on or before the Completion Date. The Supplier agrees and confirms that the Prices (as defined in clause 6.1) Commencing as shall be inclusive of: any design services carried out or to be carried out by or on behalf of the applicable Effective TimeSupplier; labour; materials; plant and equipment; accommodation; access to and transport to and from and in and about the site where the Services are to be performed. The Supplier warrants that it has not specified or used and shall not specify or use in the Services: products, each Service Provider agrees goods or materials generally known at the time of the Specification or Contract Order (as the case may be) to providebe deleterious to health and safety or to the durability of buildings and/or other structures and/or finishes and/or plant and machinery in the particular circumstances in which they are used; and/or products, goods or materials which do not accord with British or European Standards and/or Codes of Practice current at the time of the Specification or Contract Order (as the case may be) or such equivalent standards or requirements and good building practice; and/or products, good or materials which do not accord with the guidelines in the edition of the publication “Good Practice in the Selection of Construction Materials” (Xxx Xxxx & Partners) current at the time of the Specification or Contract Order (as the case may be). The Customer shall grant to the Supplier a non-exclusive licence to enter and occupy the site where the Services are to be performed for such periods and at such times as may be necessary to enable the Supplier to perform his obligations under this Agreement. The Services, including all work executed and all unfixed materials and goods delivered to and intended for the Services shall, as regards loss or damage, be at the risk of the Supplier until either the Completion Date or practical completion of the works, whichever is the later. EVENT OF FORCE MAJEURE8 Neither party to this Agreement shall be deemed to be in breach of this Agreement or otherwise liable to the other party in any manner whatsoever for any failure or delay in performing its obligations under this Agreement due to an Event of Force Majeure. If either party is affected by an Event of Force Majeure it shall promptly notify the other party of the nature and extent of the circumstances in question. If the Event of Force Majeure in question continues for more than three months, the party not subject to the Event of Force Majeure may give notice in writing to the other to terminate this Agreement. The notice to terminate must specify the termination date, which must not be less than fifteen (15) days after the date on which the notice is given, and once such notice has been validly given, this Agreement will terminate on that termination date. TERMINATION9 Either party may terminate this Agreement with immediate effect by giving written notice to the other if the other: commits any breach of this Agreement and fails to remedy the same within fourteen (14) days of service of notice by the non-defaulting party specifying the breach and requiring it to be remedied; or becomes bankrupt or insolvent or enters into any arrangement with its creditors or takes or suffers any similar actions in consequence of a debt. The Customer may terminate this Agreement or any Contract Order with immediate effect by giving written notice to the Supplier if the Supplier commits a breach of any health & safety regulation which is not remedied within thirty (30) days after being required to be remedied by the Customer. The rights to terminate this Agreement given by this clause 9 shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach. Upon the termination of this Agreement for any reason, subject as otherwise provided in this Agreement and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Agreement. NATURE OF AGREEMENT10 Subject to the Customer’s consent (which shall not be unreasonably withheld) the Supplier shall be entitled to carry out its obligations under this Agreement through any agents or subcontractors appointed by it in its absolute discretion for that purpose. Except as provided in clause 10.1, this Agreement is personal to the Supplier, and the Supplier may not, without the prior written consent of the Customer, assign, mortgage, charge (otherwise than by floating charge) or dispose of any of its rights hereunder, or to cause one subcontract or more otherwise delegate any of its Subsidiaries obligations under this Agreement. The Customer may novate, assign or otherwise transfer to provideany person any of its rights and obligations under this Agreement. No exercise or failure to exercise or delay in exercising any right, power or remedy by either party will constitute a waiver by that party of any other right, power or remedy. This Agreement contains all the terms which the parties have agreed in relation to its subject matter and neither of them has been induced to enter into this Agreement by a statement or a promise which this Agreement does not contain. This shall not exclude any liability which a party would otherwise have to the applicable Service Recipient, or other party in respect of any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After statement made fraudulently by that party prior to the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part No variation of this Agreement as shall be effective unless in writing signed by duly authorised representatives of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementparties.

Services. a. With respect to each service identified in Exhibit A (aan “Additional Service”), the parties shall commence (or, if already commenced, shall continue) Commencing as the negotiation of the applicable Effective Time, each Service Provider agrees to provide, a statement of work or to cause one or more of its Subsidiaries to provideother agreement, to the extent applicable for such Additional Service Recipient(each such statement of work or other agreement, or any Subsidiary of such including those existing per Exhibit A, an “Applicable Additional Service Recipient, Agreement”) by the applicable services (Agreement Negotiation Commencement Date specified in Exhibit A. With respect to such negotiations for each Additional Service: i. Such negotiations shall be conducted in good faith, with each party using commercially reasonable best efforts to finalize such negotiations in an expedient manner, which efforts shall include each party responding to reasonable requests for information and proposed revisions to the “Services”Applicable Additional Service Agreement reasonably promptly and fully, dedicating personnel and if applicable executive resources to such negotiation, and conducting periodic virtual meetings reasonably designed to facilitate a prompt finalization and execution of the Applicable Additional Service Agreement; ii. Such negotiations shall continue with respect to each such Additional Service until the earlier of the parties executing the Applicable Additional Service Agreement or the parties agreeing to cease such negotiations with respect to such Additional Service; and iii. In accordance with Section 4(b) set forth on of the Schedules hereto. (b) After the date 2019 Term Sheet, Ocwen shall conduct a benchmarking study of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries pricing and performance standards prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior Altisource providing any Additional Services to the applicable Distribution DateNY PHH Portfolio as required by the Conditional Approval dated September 27, and such service was not included on 2018 issued by the Schedules hereto (other than because the Parties agreed such service shall not be provided)New York Department of Financial Services to Ocwen, or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its with Ocwen using commercially reasonable efforts to complete such study in a timely manner. b. For each Additional Service, the two-stage process defined below shall be followed by the parties to implement such Additional Service. c. Stage 1 shall commence for each Additional Service upon the parties executing an Applicable Additional Service Agreement (which statement of work or agreement shall contain applicable performance standards (“Applicable SLAs”)) for such service. i. Ocwen shall commence providing orders to Altisource for each such Additional Service promptly following execution of such Applicable Additional Service Agreement. Ocwen shall provide such requested additional services Additional Service orders in a reasonable volume and reasonable consistency to permit Altisource to demonstrate an ability to satisfy the Applicable SLAs. Notwithstanding the foregoing, the Applicable SLAs shall not be deemed a Performance Standard (such requested additional servicesas defined in the Services Agreement between the parties dated August 10, 2009 (as amended, the “Services Agreement”), shall not otherwise constitute an obligation of Altisource nor shall Altisource’s performance with respect to the Applicable SLAs prior to Order Volume Compliance (defined below) be used to terminate the Applicable Additional ServicesService Agreement (except as specified in subsection iv below). ii. The parties shall reasonably cooperate to implement processes, communicate and provide feedback (as applicable) regarding each Additional Service, and otherwise act as reasonably necessary to facilitate Altisource providing such Additional Service according to the Applicable SLAs. iii. Ocwen shall promptly communicate to Altisource in writing any specific, reasonable concerns Ocwen may have with Altisource’s cooperation or Altisource’s ability to meet the Applicable SLAs, and shall reasonably cooperate with Altisource in resolving such concerns (collectively, “Feedback”). iv. Ocwen shall evaluate Altisource fairly and in good faith. If, following such fair and good faith evaluation, and after Ocwen consults with Altisource and gives Altisource a reasonable opportunity to address any Feedback provided, Ocwen reasonably believes that Altisource will not reasonably be able to meet the Applicable SLAs or other reasonable requirements Ocwen imposes on its other vendors, then Ocwen shall be permitted to terminate the Applicable Additional Service Agreement by providing written notice. d. Stage 2 shall commence for an Additional Service upon Altisource satisfying the applicable SLA metrics for [REDACTED] months for such Additional Service. Stage 2 shall not commence for a given Additional Service if Stage 1 of such Additional Services is terminated by Ocwen pursuant to Section 2.c.iv. of this Term Sheet. i. The parties shall mutually cooperate to designate a reasonable period of time at the beginning of Stage 2 over which Ocwen shall increase the orders to Altisource for such Additional Service such that Ocwen will comply with the referral volume requirements set forth in the 2019 Term Sheet. ii. Upon Ocwen complying with such volume requirements with respect to such Additional Service (“Order Volume Compliance”): 1. such Additional Service shall be a Standard Service (as defined in the 2019 Term Sheet) and subject to the obligations for Standard Services in the 2019 Term Sheet; and 2. the Applicable SLAs shall be in full force and effect. e. This Term Sheet hereby amends the Statement of Work dated December 1, 2020 (“FHA SOW”) to delete and render void any and all termination clauses and exclusivity or volume related clauses in such FHA SOW in conflict with any clause herein (including without limitation Section XV therein); provided, however, that no Party the second paragraph of Section XVI of the FHA SOW shall be obligated to provide any Additional Service if it does notremain unchanged by this Term Sheet (except for the first sentence thereof, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party which shall not be required to provide have any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part effect upon execution of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this AgreementTerm Sheet).

Services. (a) Commencing as of the applicable Effective Time, each SECTION 1.1 Service Provider agrees Company shall supply to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx BusinessClient, as applicablerequested by Client, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms ofand conditions hereinafter set forth, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement such of the applicable Partiesservices described in Appendix A hereto, at such times, for such periods and in such manner as Client may from time to time request and that Service Company concludes it is able to perform. Except with respect to "Corporate Services", as defined in Article V, the supplement Service Company shall perform only those services as are requested by the Client. Service Company shall also provide Client with such special services, in addition to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are those services described in the existing Schedules. Each supplement to the applicable ScheduleAppendix A hereto, as agreed may be requested by Client and that Service Company concludes it is able to perform. Notwithstanding the foregoing paragraph, no change in writing by the applicable Partiestype and character of the companies to be provided services, the factors for allocating costs to associate companies, or in the broad general categories of services to be rendered subject to Section 13 of the Act, or any rule, regulation or order thereunder, shall be deemed part of this Agreement as made unless and until the Service Company shall first have given the Securities and Exchange Commission (the "SEC") written notice of the date proposed change not less than 60 days prior to the proposed effectiveness of any such agreement change. If, upon the receipt of any such notice, the SEC shall notify the Service Company within the 60-day period that a question exists as to whether the proposed change is consistent with the provisions of Section 13 of the Act, or of any rule, regulation or order thereunder, then the proposed change shall not become effective unless and until the Service Company shall have filed with the SEC an appropriate declaration regarding such proposed change and the Additional Services set forth therein SEC shall have permitted such declaration to become effective. SECTION 1.2 The cost of the services described herein or contemplated to be performed hereunder shall be deemed “Services” provided under this Agreementdirectly assigned, in each case subject distributed or allocated by activity, project, program, work order or other appropriate basis. Subject to the terms and conditions of this Service Agreement, Client shall have the right from time to time to amend or alter any activity, project, program or work order provided that (i) any such amendment or alteration that results in a material change in the scope of the services to be performed or equipment to be provided is agreed to by Service Company, (ii) the cost for the services covered by the activity, project, program or work order shall include any expense incurred by Service Company as a direct result of such amendment or alteration of the activity, project, program or work order, and (iii) no amendment or alteration of an activity, project, program or work order shall release Client from liability for all costs already incurred by or contracted for by Service Company pursuant to the activity, project, program or work order, regardless of whether the services associated with such costs have been completed. SECTION 1.3 Service Company shall use its best efforts to maintain a staff trained and experienced in the services described in Appendix A. If necessary, Service Company, after consultation with the Client, may also arrange for the services of nonaffiliated experts, consultants and attorneys in connection with the performance of any of the services supplied under this agreement.

Services. (a) Commencing as In consideration of your payment of the applicable Effective TimeFees, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to we will provide the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement Agreement up to the applicable Schedule, which terms shall be consistent with the terms ofyour complete satisfaction, and any Order Form, whether ourselves or through our Personnel. We agree that the pricing methodology used for, similar time is of the essence and we shall commercially use our best efforts to provide the Services provided within the time estimated under this Agreement. Upon Commencement We will commence providing the mutual written agreement Services within a reasonable time after the later of: the Commencement Date and/or the Start Date on the Order Form. to the extent the Fees are required in advance, we receive payment in full of those Fees; and you are providing us with any information that we require in order to provide the Services to you (for example, information that we need to set up an Account). Order Form This Agreement constitutes a “standing offer” under which, during the Term, we may be engaged to provide the Services under separate order forms, an example of which is provided at Attachment A to this Agreement (each an Order Form). During the Term, we may propose to you and your representatives, and you may request from us, Order Forms over the phone, in person, online or by other means agreed between the Parties. Where an Order Form is issued or accepted by a person representing that they are authorised by you to do so, then such Order Form will be deemed to have been issued or accepted by you for the purposes of this Agreement. A Party will only be required to comply with an Order Form that it receives if they have agreed to the terms of the applicable Partiesrelevant Order Form in writing, if they have accepted the Order Form in accordance with the terms of the Order Form, or if the Parties have agreed in writing to an amended Order Form. Subject to clause 3.3 above, each Order Form will form a separate binding agreement between you and us, the supplement to terms of which will be: the applicable Schedule shall describe terms of this Agreement; the terms of the Order Form; and any variations or other conditions agreed between the Parties in reasonable detail writing. To the natureextent of any ambiguity or discrepancy between this Agreement and any Order Form, scope, Service Period(s), termination provisions and other the terms applicable to such Additional Services in a manner similar to that in which of the Services are described Order form will prevail unless specified otherwise in the existing SchedulesOrder Form. Each supplement SaaS Services Licence Subject to your compliance with the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part terms of this Agreement and any Order Form, we grant you (and any Authorised Users) a non-exclusive, non-transferable (except with our written permission), non-sublicensable (except as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided otherwise permitted under this Agreement), personal and revocable licence to access and use the SaaS Services supplied under each Order Form for the Order Term (Licence). Licence restrictions You must not (and must ensure that any Authorised Users do not) access or use the SaaS Services except as permitted by the Licence and you must not and must ensure that any other person (including an Authorised User) does not: use the SaaS Services in any way that breaches any applicable Laws or infringes any person's rights, including Intellectual Property Rights (and privacy rights); use the SaaS Services in any way that damages, interferes with or interrupts the supply of the SaaS Services; introduce malicious programs into our hardware and software or Systems, including any viruses or malware through any channel; allow others to access or use your/their Account, password or authentication details; continue to use the SaaS Services after termination of their employment and/or relationship with you; use the SaaS Services to carry out security breaches or disruptions of a network. This includes accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes); use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person's use of the SaaS Services; use the SaaS Services to circumvent user authentication or security of any of our networks, accounts or hosts or those of members or suppliers; use the SaaS Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; and if applicable, send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages, or use the Services in breach of any person's privacy (such as by way of identity theft or "phishing"). Accounts and logins You will require an Account and each of your Authorised Users will require a login (which is linked to your Account) in order to use the Services, including the SaaS Services. You must ensure that any information you provide to us, or we request from you, for any Account (or login), is complete and accurate and you are authorised to provide this information to us. You are the Account owner and regardless of any change in any contact details, you will remain responsible for your Account, as set out in this Agreement. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party's written consent to take over full responsibility for the Account, in each case subject a form acceptable to us. It is your responsibility to keep your Account details confidential and to ensure that all Authorised Users do the terms same in relation to their login details. You are responsible for all activity on your Account and conditions of all activity by any Authorised User, and for ensuring that any activities on any Account and login complies with this Agreement. We are not responsible for the management or administration of your Account or your Authorised Users.

Services. (a) Commencing 2.1 Except as of otherwise provided herein, on the applicable Effective Timeterms and subject to the conditions set forth herein, each Service Provider agrees to Exxaro using reasonable commercial endeavors provide, or to cause one or more members of its Subsidiaries Group to provide, to the applicable Service RecipientAcquired Companies with each of the Services listed on Exhibit A (each service listed on Exhibit A being a “Service” and, or any Subsidiary of such Service Recipientcollectively, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if beginning on the “Start Date” set forth on Exhibit A for such Party provides written notice Service and ending on the earlier of (a) the “End Date” set forth on Exhibit A for such Service, (b) the termination of this GS Agreement, or (c) the termination of such Service pursuant to Section 10.2 (each such duration, a “Service Term”). 2.2 The place of rendering services by Exxaro shall (mainly) be the Republic of South Africa. Nevertheless, Tronox may from time to time request that Services be rendered by Exxaro to the applicable other Party within sixty (60) days after Australian Acquired Companies, which request Exxaro will accommodate, using reasonable commercial endeavors. To the applicable Distribution Date requesting such additional servicesextent that the Parties agree for any Services to be provided to the Australian Acquired Companies, then in such case Services and Acquired Companies shall be deemed to include Services provided to such companies hereunder, as well. 2.3 It is understood and agreed among the applicable Parties that, notwithstanding any provision to the contrary in this GS Agreement, the Exxaro Group shall have no obligation whatsoever to upgrade systems, invest in product enhancements or increase staffing, capacity, functionality, reliability or any other Party aspect of any Service beyond the level that exists as of the date hereof with respect to any Service. 2.4 Notwithstanding anything to the contrary contained herein, during the Term, Tronox may from time to time request that Exxaro provide special services or projects in addition to the Services, and (subject to the mutual agreement of the Parties) Exxaro shall use in its commercially reasonable efforts sole and absolute discretion provide such agreed special services or projects. If Exxaro, subject to its sole and absolute discretion, agrees to provide such requested additional services (such requested additional servicesor projects, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith to establish the terms of a supplement to the applicable Schedule(including price) for providing such additional services or projects and, which terms following agreement on such terms, Exhibit A hereof shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Scheduleamended, as agreed applicable, to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of include such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementadditions.

Services. (a) Commencing as Section 1.1 Upon the receipt of a written work order submitted by UE, PSCo may provide any of the applicable Effective Timeservices specified in Attachment A to UE. Section 1.2 The SEC has authorized UE to perform on behalf of PSCo engineering, each Service Provider agrees development, design, construction, and other related services. In accordance with that authorization, UE will perform such activities on behalf of PSCo upon the submission by PSCo to provideUE of a written work order. To the extent that UE's provision of these services on behalf of PSCo requires that UE obtain goods or materials from outside vendors and suppliers, UE shall coordinate with PSCo to use its existing supply arrangements to the extent possible or practicable. Moreover, in accordance with the terms of Attachment B, PSCo authorizes UE to execute, enforce, and comply with certain written instruments on its behalf. Section 1.3 The determination of whether one company (the "Delivering Party") has the available personnel and resources to perform a requested service for another (the "Receiving Party") in accordance with a work order will be entirely within the discretion of the Delivering Party: the Delivering Party may at its sole option elect not to perform any requested service, except that, once having agreed to perform a service, the Delivering Party shall not withdraw or depart from such performance until completion, or upon less than 30 days notice in the case of services of a continuing nature, unless the Receiving Party consents (with such consent not to cause one or more of its Subsidiaries to provide, to the applicable Service Recipientbe unreasonably withheld), or any Subsidiary of such Service Recipientemergency circumstances require, the applicable services (the “Services”) set forth on the Schedules heretootherwise. (b) After Section 1.4 The Receiving Party shall have the date of this Agreementright from time to time to amend, if alter or rescind any work order provided that (i) Carrier any such amendment or Otis identifies alteration that results in a service that UTC material change in the scope of the services to be performed or equipment to be provided is agreed to it or any of its Subsidiaries prior to by the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx BusinessDelivering Party, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order cost for the UTC Business to continue to operate in substantially services covered by the same manner in which work order shall include any expense incurred by the UTC Business operated prior to Delivering Party as a direct result of such amendment, alteration or rescission of the applicable Distribution Datework order, and (iii) no amendment, alteration or rescission of a work order shall release the Receiving Party from liability for all costs already incurred by or contracted for by the Delivering Party pursuant to a work order, regardless of whether the services associated with such service was not included on costs have been completed. Section 1.5 Companies intend that the Schedules hereto (other than because the Parties agreed such relation between them created by this Article I of this Agreement is that of employer-independent contractor. No employee or agent of a Delivering Party while performing any requested service shall not be provided)deemed to be an employee or agent of the Receiving Party. The Receiving Party is interested only in the results obtained under this Article I of this agreement. The manner and means of performing any requested services are to be under the sole control of the Delivering Party, then, and the Delivering Party in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt services may arrange, where it deems appropriate, for the operation services of Service Provider’s business; such experts, consultants, advisers, vendors, subcontractors and providedother necessary persons with necessary qualifications as are required for or pertinent to the provision of such services. None of the benefits provided by the Receiving Party to its employees, furtherincluding, but not limited to, workers' compensation insurance and unemployment insurance, are available from the Receiving Party to the employees or agents of the Delivering Party. The Delivering Party will be solely and entirely responsible for its acts and for the acts of its employees and agents during the performance of any services under this Article I. Section 1.6 In performing services, the Delivering Party will exercise due care to assure that the applicable Party shall not be required to provide any Additional Services if services are performed in an appropriate manner, meet the standards and specifications set forth in the applicable Parties are unable work order, and comply with applicable standards of law and regulation. However, failure to reach agreement on meet these obligations shall in no event subject the terms thereof (including Delivering Party to any claims by or liabilities to the Receiving Party other than to reperform the services and be reimbursed at the applicable rate specified in Article III for such reperformance. The Delivering Party makes no other warranty with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), its performance of the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms ofservices, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement Receiving Party agrees to accept such services without further warranty of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the any nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Services. Subject to (ax) Commencing as the terms of this Agreement (y) the Operating Agreement and (z) the amendment of the applicable Effective Time, each Service Provider agrees Omnibus Agreement and the Operation and Management Services and Secondment Agreement to provide, or reflect the additional costs and services relating to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service RecipientAdditional Facilities, the applicable Operator shall provide the following services (the “Services”) set forth on to the Schedules hereto.Company hereunder: (ba) After receipt, handling, throughput, custody and delivery of the date of this AgreementCompany’s (and its subsidiaries’ and the Company Designee’s Product at the Terminal and the Additional Facilities, if which shall include: (i) Carrier or Otis identifies a service that UTC provided to it or any light and heavy crude oil unloading of its Subsidiaries prior to rail cars at the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or Delaware City Terminal; (ii) UTC identifies a service that Carrier or Otis provided to it or any light and heavy crude oil unloading of its Subsidiaries prior to rail cars at the applicable Distribution Date that it reasonably needs in order for East Rack Facilities; (iii) ethanol rail car unloading at the UTC Business to continue to operate in substantially East Rack Facilities; (iv) LPG loading and unloading of rail cars at the same manner in which LPG Facilities; (v) sulfur rail car loading at the UTC Business operated prior to Sulfur Loading Facilities; (vi) benzene rail car loading at the applicable Distribution Date, Benzene Loading Facilities; and (vii) crude oil and such service was not included on feedstock rail car unloading at the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”)Thorofare Terminal; provided, however, that no Party until such time as the Omnibus Agreement and the Operation and Management Services and Secondment Agreement have been amended to reflect the additional costs and services relating to Additional Facilities, the Operator shall not be obligated to provide any Additional Service the Services set forth in clauses (ii) through (vi). During each Contract Quarter during the Term, the Company (on its own behalf and on behalf of its subsidiaries and the Company Designee) shall throughput or, if it does notnot throughput, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request pay for Additional Services in accordance with this Section 2.01(b)3.7, in the applicable Parties shall negotiate in good faith aggregate, at least the terms of a supplement to Minimum Throughput Commitment at the applicable Schedule, which terms shall be consistent with the terms ofTerminal, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement Operator shall make available to the applicable Schedule shall describe in reasonable detail Company throughput capacity (i) at the nature, scope, Service Period(s), termination provisions Terminal (and other terms applicable to such Additional Services in a manner similar to that in which provide the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing reasonably requested by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, Company in each case connection therewith subject to the terms hereof), at all times sufficient to allow the Company to throughput the Minimum Throughput Commitment at the Terminal and conditions (ii) as set forth in Exhibit F with respect to each of this Agreementthe Additional Facilities (and provide the Services as reasonably requested by the Company in connection therewith subject to the terms hereof). The Operator shall cooperate with the Company or the Company Designee, and the Company shall (and shall cause the Company Designee to) cooperate with the Operator, to determine throughput of Product hereunder based on the number of railcars unloaded or any other commercially reasonable method mutually agreed to by the Parties.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject Subject to the terms and conditions of this Agreement, (i) beginning on the Services Start Date and for the applicable periods specified in Exhibit A under the heading “Service Period” (each such period, a “Service Period”), Pfizer shall provide, or cause to be provided, to NewCo the services identified in Exhibit A at the FTE Rate, which exhibit shall be [***] = CONFIDENTIAL TREATMENT REQUESTED finalized by the Services Start Date, as such Exhibit A may be supplemented or amended from time to time in accordance with the provisions of this Agreement, and (ii) during the Interim Period, Pfizer shall provide, or cause to be provided, the Prospective Employee Services in accordance with Exhibit E hereto (the Prospective Employee Services and the Services identified in Exhibit A are collectively referred to herein as the “Services”). The number of FTEs for each Service per Month set forth on Exhibit A that is finalized by the Parties as of the Services Start Date shall be referred to herein as the “Baseline Exhibit A,” which Baseline Exhibit A may reflect fluctuating FTE requirements for each Service during each Month of the Term, as such Baseline Exhibit A may be amended from time to time during the Term in accordance with Section 2.3(a)(i). Notwithstanding anything to the contrary herein, unless otherwise agreed by the Parties, the Services shall exclude the services identified in Exhibit B (the “Excluded Services”). The provision of any Excluded Services by Pfizer shall be discontinued as of the Services Start Date. (b) The Services shall only be used by or on behalf of or for the benefit of NewCo, and only to the extent such Services are used in connection with the operation of the Purchased Programs, and shall not be used by NewCo for any other purpose or (except as expressly permitted in accordance with Section 2.3 or as set forth in Exhibit A as the same may be supplemented or amended from time to time in accordance with the provisions of this Agreement) in any other manner (including as to volume, amount, level, frequency or location, as applicable) than the purpose or manner in which such Services were used by Pfizer and its Affiliates in connection with the operation of the Purchased Programs as of immediately prior to the Effective Date. NewCo shall not resell, license or otherwise permit the use by any other Person of any of the Services, except to the extent contemplated hereunder (e.g., transfer of materials to a Third Party designated by NewCo). For the avoidance of doubt, any use by any Person other than NewCo of any of the Services (whether on behalf of NewCo, for the benefit of NewCo, or otherwise) shall be subject to Pfizer’s prior written consent, not to be unreasonably withheld, conditioned or delayed. (c) Pfizer shall have no obligation to provide, or cause to be provided, Services to any Person other than NewCo or any Affiliate or Third Party designee of NewCo in accordance with the terms and conditions set forth herein, including the requirements of Section 2.1(b). Except as expressly provided in Section 2.3 or set forth in Exhibit A as the same may be supplemented or amended from time to time in accordance with the provisions of this Agreement, Pfizer shall have no obligation to provide, or cause to be provided, Services other than for the benefit of the Purchased Programs, and shall not be required to provide such Services within a greater scope than, in a greater volume than, or at locations other than, such Services were provided by Pfizer and its Affiliates to the Purchased Programs in the ordinary course as of immediately prior to the Effective Date. Pfizer shall have no obligation to provide, or cause to be provided, Services to the extent that any changes are made to the Purchased Programs that, in Pfizer’s reasonable judgment, make commercially impracticable the provision of such Services. Without limiting the generality of the foregoing, the Services are not intended to (and shall not) include assistance for NewCo’s (or its Affiliates’) mergers, acquisitions, consolidations, reorganizations or similar transactions, or for changes not in the ordinary course of business of the Purchased Programs consistent with past practice.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to Enstar or its Affiliates shall provide, or cause to cause one or more of its Subsidiaries to providebe provided via third-party service providers, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable Acquired Companies those transition services (the “Services”) described in Schedule A hereto (as such may be amended or supplemented pursuant to the terms of this Agreement, the “Schedule”) for the respective periods (or, subject to the terms and conditions set forth herein, such shorter period as is necessary for the transition of each such Service, as determined by Buyer) and on the Schedules heretoother terms and conditions set forth in this Agreement and the Schedule. Notwithstanding anything to the contrary in this Agreement or the Schedule, Enstar shall have no obligation to provide, or cause to be provided via third-party service providers, any service, function, responsibility or task that (i) Enstar or its Affiliates do not provide, or cause to be provided, to the Acquired Companies as of the date hereof, or (ii) is in excess of the scope of any service, function, responsibility or task that Enstar or its Affiliates provide, or cause to be provided, to the Acquired Companies as of the date hereof as determined by Enstar. Enstar may, with reasonable advance written notice to Buyer, make (A) any change to the technical environment used to provide or support the Services, provided that there is no material adverse effect upon the Services provided to the Acquired Companies; or (B) any change to the Services if required to ensure the uninterrupted delivery of the Services or to comply with applicable Law, in each case without the consent of Buyer or the Acquired Companies. (b) After If Buyer desires to receive any Service beyond the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and set forth opposite such service was not included Service on the Schedules hereto Schedule (other than because the Parties agreed such service “Extended Period”), which Extended Period shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within exceed sixty (60) days after following the applicable Distribution Date requesting date set forth opposite such Service on the Schedule, Buyer shall provide thirty (30) days advance written notice to Enstar of its desire to obtain such Service for the Extended Period. If Enstar is capable of providing such Service for the Extended Period, Enstar shall provide such Service for the Extended Period on the terms and conditions set forth herein and in the Schedule, and the Schedule shall be deemed amended to reflect the new Extended Period. (c) If Buyer desires to receive an additional servicestransition service under this Agreement that (i) is reasonably necessary to the operation of the Acquired Companies, then (ii) was provided to the applicable other Party Acquired Companies by Enstar as of the date hereof, and (iii) Buyer deems necessary to effectuate the orderly consummation of the transactions contemplated under the Purchase Agreement (the “Additional Service”), Buyer shall request in writing that Enstar provide such Additional Service. Enstar shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does notat a price and for a period to be agreed upon in writing after good faith negotiations between the Parties. Each of Buyer and Enstar shall use its commercially reasonable efforts, in its reasonable judgmentas soon as reasonably practicable, have adequate resources to provide negotiate and execute, as appropriate, a new Schedule with respect to such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and providedaddressing, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b)among other things, the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedulescope, which terms shall be consistent with the terms ofduration, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe fees in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementrespect thereof.

Services. (a) Commencing as 4.1 Unless otherwise agreed to between the parties, the term “Service” or “Services” refers to Services in respect of the applicable Effective Time“Mobility” Product sector and includes but shall not be limited to development, each design, engineering, out of Warranty repair, value-engineering, prototyping, logistics, fulfillment, distribution, other activities identified as a Service Provider agrees in this Agreement, as well as other services in respect of the “Mobility” Product sector as Company may request and Supplier may provide from time to providetime that may be described in more detail in various statements of work or Orders. Unless otherwise agreed to between the parties, or to cause one or more of its Subsidiaries to provide, to Supplier shall perform the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services Services identified in Attachment E (the “Basic Services”) set forth in accordance with the Service fees shown in Attachment E. Out-of-Warranty repair services shall be provided pursuant to Attachment H. Warehousing services shall be provided pursuant to Attachment M. If Company requires the provision of any Service then, unless Company is prohibited from doing so pursuant to a binding contractual obligation with an arm’s length third party in effect on the Schedules hereto. date hereof, Supplier shall have the right of first refusal to perform such Service for Company provided that Supplier has the capability to perform such Service. “Right of first refusal” is defined as follows in this paragraph: Company shall afford Supplier with an opportunity to submit a quote (ba “Quote”) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service. If the Quote submitted by Supplier is, in the aggregate, competitive with a bona fide quote for the provision of such Service would significantly disrupt the operation submitted by a third party for comparable levels of Service Provider’s business; quality, service and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof performance (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(ba “Competing Quote”), Company shall award (or shall cause such Affiliate to award) the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date provision of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject Service to Supplier on the terms and conditions of this AgreementAgreement and any other terms as the parties may agree. If Supplier’s Quote is not competitive with the Competing Quote, Company shall so advise Supplier, shall provide Supplier with all information reasonably requested by Supplier with respect to the Competing Quote, subject to applicable proprietary information restrictions, and shall afford Supplier the opportunity to revise and re-submit the Quote (a “Revised Quote”) to Company within 10 days of delivery of the notice of the Competing Quote to Supplier and Company. If the Revised Quote is, in the aggregate, competitive with the Competing Quote, Company shall award (or cause such Affiliate to award) the provision of such Service to Supplier on the terms and conditions of this Agreement and any other terms as the parties may agree. If the Revised Quote is not, in the aggregate, competitive with the Competing Quote, or if Supplier does not submit a Revised Quote within 10 days of receiving notice from Company of the Competing Quote, Company (or such Affiliate) may award the provision of such Service to the third party which submitted the Competing Quote on terms no more favourable to such third party than those set out in the Competing Quote. Nothing in this Article 4.1 shall prohibit Company or any of its Affiliates from performing any Service for itself.

Services. Supplier shall continue to provide to Company all of the services listed on Exhibit “D” attached hereto for the amounts set forth therein (a) Commencing the “Optional Services”), and shall continue to provide other services provided as of the applicable Effective Time, each Service Provider expiration date of the Original Supply Agreement without reduction in level of service for no additional cost to Company. Supplier shall have the option to provide the Optional Services with its own employees or by qualified third parties. The parties acknowledge that no payments shall be due with respect to any of the Optional Services not utilized by Company. Supplier agrees to providecoordinate all of the services provided to Company and to use reasonable efforts to adjust or revise such services to conform to Company’s reporting and accounting cycles, customs, practices, controls and policies. From time to time, Company and Supplier will meet to determine what, if any, changes to information systems are necessary to improve the reporting and operational information provided Company, and the cost of same. The parties will share the mutually agreed cost of such common information systems project designed to improve the parties mutual systems, and will commence work on such project at the earliest mutually convenient time. To the extent that Company requests any new or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, additional services or any Subsidiary conforming adjustments or revisions beyond either those historic levels of such Service Recipientservice or the currently existing levels (herein, the applicable services (the a “ServicesSupplementary Service”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party parties shall use its commercially reasonable efforts negotiate in good faith and first agree on the amount of consideration to be paid to Supplier to provide such requested additional services (Supplementary Service. If the parties, despite their best efforts and good faith negotiation, are unable to agree upon the amount of consideration to be paid for the Supplementary Service, then the parties will attempt to resolve the matter by a formal nonbinding mediation with an independent neutral mediator selected to by the parties. If following such requested additional servicesmediation, the “Additional Services”)parties remain unable to agree upon the consideration to be paid for the Supplementary Service, then Supplier shall have no obligation to provide the Supplementary Service, and Company shall be free to contract with such third party or parties as Company, in its discretion, may determine to provide same; provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources Company engages a third party to provide such Additional Service Supplementary Service, and, by either convenience or necessity, such third party complementarily thereto provides services that comprise part of the services, then and to the extent of Supplier’s resulting avoided costs in providing the services other than the Optional Services (but only if such avoided costs in each instance exceed $*), Company shall receive an appropriate credit against amounts otherwise payable to Supplier hereunder in an amount of * Certain information on this page has been omitted and filed separately with the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including Commission. Confidential treatment has been requested with respect to Charges therefor)the omitted portions. In connection Supplier’s cost in providing the service. It is agreed that Company will be the sole and exclusive employer of employees at the Properties (“Company Employees”) and that by providing human resource services to Company, Supplier will not become an employer or a joint employer of any Company Employee. Nothing in this Agreement is intended to create a “joint employer” relationship between Company and Supplier with any request for Additional Services in accordance respect to employees of either Company or Supplier. During the term of this Agreement, representatives of Supplier shall meet quarterly with this Section 2.01(b), representatives of Company to ensure coordination of the applicable Parties shall negotiate in good faith services provided by Supplier to Company pursuant to the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon In addition, Company shall have the mutual written agreement right at Company’s expense and upon reasonable notice to audit Supplier’s books and records for the purpose of the applicable Partiesverifying costs and payment hereunder and Supplier shall provide Company and its representatives with access to such of Supplier’s systems, the supplement to the applicable Schedule data, accounts, procedures, controls and personnel, and shall describe in reasonable detail the natureprovide copies of such of Supplier’s reports, scopeagreements, Service Period(s), termination provisions statements and other terms applicable documents generated by, prepared for, or delivered to such Additional Services Supplier in a manner similar connection with the Products and services provided by Supplier to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of Company under this Agreement as for the limited and exclusive purpose of the date of such agreement verifying amounts payable under Sections 3 and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement4.

Services. During the Term of this Agreement, the Service Provider is hereby retained by the Company to provide certain services to the Company as may be reasonably determined by the Chief Executive Officer of the Company including, but not limited to: (a) Commencing as manage the wxx.xxxxxxxxxxxxxxxxxx.xxx website acquired by the Company under the terms of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services Asset Purchase Agreement (the “Services”"Black Helmet Website"), including, but not limited to: (i) set forth on the Schedules hereto.editing, revising, updating or creating new content; (ii) creating graphic elements; (iii) page search engine optimization; (iv) regular updating and management of content and links; (v) ensuring compatibility of updates with current website layout; (vi) monthly website and database backups; and updating of inventory management software ; (b) After facilitating the date ordering of products for sale on the Black Helmet Website including maintaining economically sensible inventory levels; (c) in conjunction with Love, and in conformity with the Company's policies, author, post and update the Black Helmet Business' social media sites; and (d) such additional related services as the Company may reasonably request from time to time ( collectively, the "Services"). The Service Provider shall provide such Services as reasonably requested by the Company during the Term of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party the Service Provider shall be obligated devote a minimum of thirty (30) hours per week to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of the Services hereunder, such Additional hours to be allocated as mutually agreed upon by the Company and the Service would significantly disrupt Provider. The Service Provider shall make himself reasonably available to the Company via cell phone, email or text during normal business hours Monday through Friday, and shall use his reasonable best efforts to promptly respond to all such phone calls, texts or emails. The Service Provider shall make himself available for in-person meetings with the Company from time to time, generally on a monthly basis, at a place to be mutually determined by the parties hereto. The Service Provider shall have wide latitude and discretion in determining how to best perform the Services. Notwithstanding the foregoing, the Service Provider shall make himself available at any time as is deemed necessary by the Company in the event of an interruption in the operation, service, accessibility or usability of the Black Helmet Website or such other matters of a material nature which adversely impacts the use or operation of Service Provider’s business; and providedthe Black Helmet Website. Unless otherwise agreed to by the Company, further, that the applicable Party shall not be required to provide any Additional all Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms hereunder shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing performed solely by the applicable Parties, Service Provider and at such locations as the parties shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementmutually agree upon.

Services. (a) Commencing as During the Term of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service Unisys shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which perform the Services are described in and City shall purchase the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject from Unisys pursuant to the terms and conditions of this Agreement. Unisys shall perform: (i) The Services, functions, and responsibilities described in this Agreement as the same may be amended from time to time as set forth herein. (ii) The services, functions and responsibilities routinely performed prior to the Effective Date by Unisys personnel and Subcontractors, and are reasonably related to the Services described in this Agreement, even if such services, functions or responsibilities are not specifically described in this Agreement, unless City agrees otherwise; provided, however, that any such services, functions or responsibilities shall be in addition to the Services specified in this Agreement and shall not be construed to limit the Services. (iii) Any services, functions or responsibilities required for the proper performance and delivery of the Services described in this Agreement, whether or not such services, functions or responsibilities are expressly identified or described in this Agreement; provided, however, that any such services, functions or responsibilities shall be in addition to the Services specified in this Agreement and shall not be construed to limit the Services. (b) Service Level Credits shall be determined pursuant to the Service Level matrices, Exhibit 2, Appendix L and the Service Level Methodology schedules, Exhibit 2, Appendix L. (c) Unisys shall provide to City, in a form, format and timeframe reasonably acceptable to City, any reports identified in this Agreement or such other reports reasonably requested by City from time to time. (d) Subject to Section 8.1(a) above, City acknowledges that its needs and objectives have been fully reflected in this Agreement and that Unisys performance under this Agreement shall be assessed solely by reference thereto. (e) Unisys may, at its option and subject to obtaining any relevant consents in respect of City Software, transfer processing of City data hereunder to a regional service center provided by Unisys, subject to the provisions of Section 3 of Part III to this Agreement. Unisys shall be responsible for directing and performing this transfer ("Regionalization") and City agrees to provide all cooperation reasonably requested by Unisys to accomplish Regionalization in a timely manner. Except as otherwise provided in this Agreement or mutually agreed upon in writing, Unisys shall bear all costs of Regionalization and shall be responsible for determining the date Regionalization is complete and notifying City of such date. (f) Unisys shall supplement, modify, and enhance the Services over time to keep pace with industry-wide advancements and improvements in the methods of delivering services similar to the Services, provided that such changes are processed through the ITIL change management process set forth in Section 8.2 below. Without limiting the foregoing or any of Unisys obligations under this Agreement, Unisys shall use technology and methodology to provide the Services that is (i) generally accepted in the industry and compatible with commercial applications and practices generally adopted in the industry, and (ii) supported in the normal course of business by third party vendors or, with respect to Unisys proprietary technology, by Unisys. Unisys shall, on not less than an annual basis, in accordance with procedures agreed upon by City and Unisys identify for City any technologies or best practices that have emerged (within Unisys organization or, to the knowledge of Unisys, within the market generally), that, if implemented by City, would materially benefit City.

Services. (a) Commencing Landlord agrees that it shall: (i) HVAC. furnish heat, ventilation and air conditioning to the Premises, Monday through Friday from 8:00 a.m. to 6:00 p.m., holidays excepted; holidays, as such term is used in this Lease, shall mean days observed as holidays by the United States government, the Commonwealth of Pennsylvania, the County of Xxxxxxx or the Township of Tredyffrin, as well as days declared as holidays in any union contract affecting the operations of the applicable Effective TimeBuilding; heat, each Service Provider agrees ventilation and air conditioning required by Tenant at other times shall be supplied upon reasonable prior notice and shall be paid for by Tenant, promptly upon billing, at Landlord's cost therefore; the air conditioning and heating systems intended to provideservice the Premises have been designed to maintain the inside temperatures set forth in paragraph C of Exhibit "C" hereto; Landlord shall not be responsible for the failure of the air conditioning system to meet the aforesaid performance specifications if such failure results from the occupancy of the Premises in excess of that set forth in paragraph C of Exhibit "C" or if Tenant installs and operates machines and appliances, the installed electrical load of which, when combined with the load of all lighting fixtures, exceeds the number of xxxxx per square foot of floor area set forth in said paragraph C; if the Premises are used in a manner exceeding the aforementioned occupancy and electric load criteria, Tenant shall pay to Landlord, promptly upon billing, Landlord's costs of supplying air conditioning resulting from such excess, at Landlord's cost therefore; if due to use of the Premises in a manner exceeding the aforementioned occupancy and electrical load criteria, or due to cause one rearrangement of partitioning after the initial preparation of the Premises, interference with normal operation of the heating, ventilating or more of its Subsidiaries to provideair conditioning in the Premises results, necessitating changes in the system servicing the Premises, such changes may be made by Landlord upon request by Tenant at Tenant's sole and reasonable cost and expense, subject to the applicable Service Recipientprovisions of section (b) of this Article 16. Tenant agrees at all times to cooperate fully with Landlord and to abide by all of the regulations and requirements which Landlord may prescribe for the proper functioning and protection of the said heating, ventilating and air conditioning system; the foregoing heating, ventilating and air conditioning services shall be subject to any statute, ordinance, rule, regulation, resolution or recommendation for energy conservation which may be promulgated by any Subsidiary of governmental agency or organization and which Landlord in good faith may elect to abide by or shall be required to abide by. Notwithstanding anything to the contrary above, Tenant shall be able to have HVAC on a 24 hour a day basis at no additional cost to Tenant except that Tenant shall pay the utility cost to operate such Service Recipient, the applicable services (the “Services”) set forth on the Schedules heretoHVAC as provided in this Lease. (bii) After the date of this Agreement, if (i) Carrier or Otis identifies a Elevators. Provide passenger elevator service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this AgreementPremises at all times.

Services. (a) Commencing During the Term hereof and upon the terms and conditions set forth herein, Cantor shall provide to BGC Group the following services as reasonably requested by BGC Group from time to time: (i) administration and benefits services, (ii) employee benefits, human resources and payroll services, (iii) financial and operations services, (iv) internal auditing services, (v) legal related services, (vi) risk management services, (vii) accounting services, (viii) general tax services, (ix) communications facilities and services, including e-mail, (x) network and data center facilities, (xi) hardware and equipment, (xii) facilities management services, (xiii) promotional, sales and marketing services, (xiv) procuring of insurance coverage, (xv) office space, and (xvi) such other miscellaneous services as the parties may reasonably agree, it being the intention of the applicable Effective Time, each Service Provider agrees parties that Cantor will continue to provide, or provide to cause one or more of its Subsidiaries BGC Group all services provided by Cantor to provide, BGC Partners prior to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules heretoClosing. (b) After During the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, Term hereof and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to upon the terms and conditions set forth herein, BGC Group shall provide to Cantor the services set forth in Sections 2(a)(i) – (xvi) as Cantor may reasonably request from time to time, it being the intention of the parties that after the consummation of the transactions contemplated under the Corporate Conversion Agreement, BGC Group will continue to provide to Cantor all services provided by BGC Partners prior to that date. (c) As used in this Agreement, the party providing any particular Administrative Services under this Section 2 is sometimes referred to as the “Providing Party” and the party receiving any particular Administrative Service is sometimes referred to as the “Receiving Party.” (d) Each Providing Party shall use that degree of skill, care and diligence in the performance of services hereunder that (i) a reasonable Person would use acting in like circumstances in accordance with financial services industry standards and all applicable laws and regulations and (ii) is no less than that exercised by such Providing Party with respect to comparable services that it performs on its own behalf. (e) The applicable Providing Party and Receiving Party shall cooperate with each other in all reasonable respects in matters relating to the provision and receipt of the Administrative Services. Such cooperation shall include obtaining all consents, licenses or approvals necessary to permit each party to perform its obligations hereunder.

Services. (a) Commencing as During the Term, Client hereby engages DLSS as, and DLSS agrees to be, the exclusive designer and developer of each Program, and the exclusive provider of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) Services set forth in this Agreement and listed on Exhibit B attached hereto, in the Schedules heretoTerritory, and Client shall purchase such Services from DLSS. (b) After To the date extent that DLSS is unable or unwilling to provide any of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided the Services to it Client or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs Customer or Patient, DLSS will promptly inform Client in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its writing. DLSS will make commercially reasonable efforts to provide such requested additional services assist Customers and Patients, and/or Client on a Customer’s or Patient’s behalf, in connection with the Products and in accordance with the terms of this Agreement. (such requested additional servicesc) Promptly after signing this Agreement, the parties shall endeavor to jointly develop an implementation plan (the “Additional ServicesOperational Blueprint”)) addressing, among other things, (i) the schedule for the design, development and launch of the Program, (ii) the schedule of implementation meetings, (iii) the schedule of stages, tasks and key decisions required of each party, (iv) the schedule and process for transferring active patient cases, data and other information from Client’s current/former vendor to DLSS and incorporating such patients, data, and other information into the Program, and (v) such other items identified by the parties, including, without limitation, a projected date for the launch of the Program. The parties shall use commercially reasonable efforts to reach agreement upon the Operational Blueprint within thirty (30) days after signing this Agreement. After the Operational Blueprint has been agreed upon, the parties shall promptly begin undertaking the implementation of the Program. Except as otherwise expressly provided herein, DLSS shall bear the costs in connection with the development of the Program; provided, however, that no Party Client shall be obligated bear its own costs in connection with the development of the Program relating to provide any Additional Service if it does notClient’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, in its reasonable judgmentAS AMENDED. travel, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service ProviderClient’s business; and providedinternal resource time, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof Client’s professional advisors (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(battorneys), material development (e.g. patient education), manufacturing the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms ofProducts, and providing training to DLSS regarding the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions Product and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this AgreementClient’s current customer care processes.

Services. (a) Commencing as of 2.1 Yellow shall provide the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional SOW Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. The Services to be performed shall be enumerated in one or more Statements of Work, and upon agreement and execution of a SOW Yellow will provide the SOW Services in accordance with, and for the duration of, such SOW. 2.2 Each SOW will contain the following information, as applicable: (a) a reference to this Agreement; (b) the effective date for the SOW and the term of the SOW, if applicable; (c) a description of the SOW Services to be provided, including, as applicable, whether the development is on an agile or fixed specification basis, any performance standards, specifications for acceptance criteria, milestones or dependencies; (d) a description of the Customer's responsibilities, including any facilities, hardware, software or other support that will be required by Yellow to provide the SOW Services; (e) the amounts payable for the SOW Services, including whether the SOW Services will be provided on a time and materials or fixed cost basis; (f) any express exceptions to the terms of this Agreement for that specific SOW. 2.3 The parties understand and agree that this Agreement is not a commitment by either party to enter into any SOW and nothing in this Agreement will require Yellow to provide the Services unless or until a SOW has been executed by both parties. 2.4 Changes to the scope of the SOW Services may be requested by the Customer at any time. Yellow will, as soon as practicable following receipt of a written request from the Customer (which may arise due to a written recommendation from Yellow), use all reasonable endeavours to give the Customer a proposed change order, together with a description of any anticipated impact it would have on the work schedule for the SOW Services and other contract matters, including any required change to the Customer's obligations and payments due to Yellow should the change be implemented. If the Customer wishes to proceed with the change, the Customer will instruct Yellow in writing and the parties will formalize the change in writing by way of an amendment to the SOW. No change shall be effective unless it is in writing and signed by an authorized representative of each party. 2.5 Yellow will, where specified in a SOW, provide the Support Services to the Customer in accordance with schedule 1. 2.6 The Customer acknowledges that Yellow’s ability to provide the Services is dependent upon the Customer’s fulfilment of any requirements imposed on it by this Agreement and/or any SOW, and the accuracy and completeness of any information and data the Customer provides to Yellow and Yellow Personnel. 2.7 The Customer shall use all reasonable endeavours: 2.7.1 to ensure that its employees and any other independent contractors co-operate reasonably with Yellow Personnel in the provision of the Services; 2.7.2 promptly to furnish Yellow Personnel with such information and documents as Yellow may reasonably request for the proper provision of the Services; and 2.7.3 to ensure that its representative is available as reasonably required by Yellow. 2.8 The Parties agree that where the Customer’s failure to perform any task required of in accordance with this Agreement and/or any SOW; and/or the failure by the Customer to provide access to any Customer employee, to any Customer system, or to any comprehensive or accurate information as may be reasonably required to enable Yellow Personnel to provide the Services; and/or the Customer’s delay or unreasonable withholding of approval, prevents Yellow Personnel from fulfilling the Services, Yellow shall be relieved from such obligations, to the extent so prevented. 2.9 Neither Party shall, during this Agreement or for a period of 1 year from the date of its termination, directly or indirectly solicit or entice away from the employment of the other Party any employee.

Services. The operational and management services -------- (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipientcollectively, the applicable services ("Services") to be provided by Manager shall include, without limitation, the “Services”) set forth on the Schedules hereto.following: (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx BusinessAdministration, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Datemanagement, and such service was not included on direction of the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs day-to-day Operations in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Dateaccordance with, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional servicessubject to, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the further terms and conditions of this Agreement; (ii) Subject to Paragraph 4(b) below, procurement of all supplies, services, and personnel which are necessary for the Operations, including personnel for the maintenance and operation of the Foodservice Facilities and preparation and service of such food and beverage items as shall be proposed by Manager and reasonably approved by Owner ("Food and Beverage Items"), which Food and Beverage Items shall consist of, but not necessarily be limited to, food, alcoholic and non-alcoholic beverages, tobacco, candy and confections, but only to the extent that any of the foregoing may now or hereafter be legally sold at the Tracks, in accordance with applicable laws, ordinances, rules, and regulations; (iii) Establishment and review and/or modification of all menus, portions, and prices of the Food and Beverage Items, all of which shall be proposed by Manager and reasonably approved by Owner; provided, however, that: (A) Owner shall not unreasonably withhold, condition or delay its approval of such menus, portions, and prices, and (B) in the event that Owner fails to deliver to Manager within fifteen (15) days after submission of such menus, portions, and prices written approval or denial, such submitted menus, portions, and prices shall be deemed approved; (iv) Consultation with Owner at such times as shall be reasonably appropriate for the purpose of eliminating operational problems and improving the Operations; (v) Arranging for the removal of all trash from the Facilities to various centralized collection points at the Tracks, whereupon Owner shall be responsible for arranging for such trash to be properly and lawfully discarded, the cost of which shall be exclusively borne by Owner, except for trash that is not related to an event; and (vi) Any and all other services which Owner or Manager, in their joint reasonable discretion, deem appropriate in order for Manager to effectively manage and operate the Operations in a manner at least consistent with Manager's performance of comparable services at facilities similar to the Food Service Areas.

Services. (a) Commencing as EVERTEC will provide to COMPANY, BPPR, and their respective Subsidiaries the Services which are listed in Exhibit B, attached hereto, including the additional descriptions of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary certain of such Service Recipient, Services in the applicable services (the “Services”) set forth on the Schedules hereto.document Rate Matrix and Printing & Distribution included as Schedule 1 to Exhibit B. (b) After None of the date Services shall be subject to any exclusivity. COMPANY, BPPR, and their respective Subsidiaries may use a Third Party to provide any of this Agreementthe Services and COMPANY, if BPPR, and their respective Subsidiaries may perform any of the Services themselves or through their Subsidiaries, irrespective of whether any such Service has been terminated in whole or in part. To the extent there are exclusivity terms included in a Service Addendum or SOW existing as of the Effective Date, those exclusivity terms shall not apply after the Effective Date. To the extent there are minimum commitments or termination fees included in a Service Addendum or SOW as of the Effective Date, those termination fees and minimum commitments shall not apply after the Effective Date other than under the Statement of Work for Amazon Connect ACD and IVR Services dated November 3, 2021, as amended. (c) If COMPANY or BPPR performs itself, or retains a third party to perform, any services that interface or interact with the Services, or that are or formerly were, part of the Services, EVERTEC will, at COMPANY or BPPR’s cost, cooperate and coordinate with COMPANY and BPPR or such third party as reasonably required for COMPANY and BPPR or the third party to perform such services. EVERTEC’s cooperation and coordination with COMPANY, BPPR and any such third party will include, as applicable: (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior providing reasonable access to the equipment and software used in providing the Services via API or other reasonable method agreed by the parties (subject to any applicable Distribution Date EVERTEC Security Requirements); (ii) providing such reasonable information regarding the operating environment, system constraints and other operating parameters as a person with reasonable commercial skills and expertise would find reasonably necessary for COMPANY and BPPR or the third party to perform its work; (iii) providing access to BPPR Data stored by EVERTEC; and (iv) reasonably cooperating and participating in meetings to identify the causes of incidents and problems and to agree on action plans to resolve them; provided that it reasonably needs in order for EVERTEC shall have sole discretion to deny any party from performing programming services on or accessing the Carrier Business source code of applications owned or Xxxx Businesslicensed by EVERTEC. COMPANY or BPPR, as applicable, to continue to operate shall (and shall require any such third party engaged by COMPANY or BPPR to) comply with EVERTEC Security Requirements and with the other applicable terms of this Master Agreement when accessing EVERTEC’s systems in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including connection with respect to Charges thereforthis Section 2.1(c). In Subject to Section 4.5, COMPANY or BPPR will reimburse EVERTEC for any Losses incurred by EVERTEC in connection with any request for Additional Services unauthorized access or intrusion to EVERTEC’s Systems, or any Disabling Device introduced to EVERTEC’s Systems, as a result of a breach of this Master Agreement, failure to comply with the EVERTEC Security Requirements, gross negligence, fraud or willful misconduct of COMPANY, BPPR or any such third party in accordance connection with its access to EVERTEC’s Systems pursuant to this Section 2.01(b2.1(c), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Services. (a) Commencing as During the term of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, this Agreement and subject to the applicable Service Recipientprovisions of Section 1(b) hereof, FMS shall furnish to the MMR Group the services described on Schedule 1 hereto, as such Schedule 1 may hereafter be amended or any Subsidiary of such Service Recipientsupplemented in accordance with Sections 1(c) and 3(b) hereof (as amended or supplemented, the applicable services (the “Services”) set forth on ). The Services shall be provided directly by FMS or, in the Schedules heretodiscretion of FMS, by affiliated or non-affiliated third parties. (b) After MMR hereby agrees to reduce, and surrender to FMS, such amounts of the date office space located at 1615 Poydras Street, New Orleans, Louisiana, that MMR presently occuxxxx xx xxxx xx xxx Xxxxxxxx (xxx “XXX Xxxxce Space”), as FMS may request during the term of this Agreement for use in subleasing arrangements, provided that MMR shall not be obligated to reduce the MMR Office Space to less than one floor. MMR and FMS each further agree and acknowledge that (i) the Compensation allocable to the MMR Office Space for calendar year 2002 as set forth on Schedule 1 contemplates certain reductions in the MMR Office Space during calendar year 2002; and (ii) accordingly, the Compensation allocable to the MMR Office Space shall not be reduced or otherwise adjusted as a result of the surrender of any of the MMR Office Space to FMS during calendar year 2002. (c) During the term of this Agreement, if (i) Carrier if MMR should desire for FMS to provide services to MMR and/or the MMR Group which are beyond the nature or Otis identifies a service that UTC scope of the Services to be provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Businesshereunder, as applicable, set forth on Schedule 1 to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Datethis Agreement, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided)if FMS is willing and able to provide, or cause the provision of, such additional services and/or (ii) UTC identifies if MMR should desire to remove one or more Services being provided by FMS hereunder from the scope of this Agreement, MMR and FMS shall mutually agree upon a service that Carrier or Otis provided revised Schedule 1 to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, this Agreement and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party revised Schedule 1 shall be obligated substituted in lieu and replacement of the then existing Schedule 1 to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon Each revised Schedule 1 shall be dated, shall make reference to this Agreement and shall be initialed by the mutual written agreement of parties when the applicable Partiesform and substance thereof is mutually agreed upon by them and, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as unless otherwise agreed to in writing by the applicable Partiesparties, the most recently revised Schedule 1 shall be deemed part of controlling between the parties notwithstanding their failure to cause same to be annexed to this Agreement as in lieu and replacement of the then existing Schedule 1 to this Agreement. Each and every revised Schedule 1 shall (x) describe all Services to be provided by FMS on and after the date of such agreement Schedule 1, including any new or additional Services, and (y) specify the Additional Compensation (hereinafter defined) to be paid and/or reimbursed to FMS for such Services. If the method or timing for payment of Compensation for any or all of the Services set forth therein shall be deemed “Services” provided under specified on any revised Schedule 1 is contrary to the payment terms of Section 3 of this Agreement, in each case subject to the terms and conditions of this Agreementsuch revised Schedule 1 shall so specify.

Services. During the Term of this Agreement, the Service Provider is hereby retained by the Company to provide certain services to the Company as may be reasonably determined by the Chief Executive Officer of the Company including, but not limited to: (a) Commencing as of oversee the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to warehouse shipping and receiving at the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto.Company's Orlando location; (b) After provide graphic art services and new product designs for products to be offered and sold by the date Black Helmet Business, as well as other e-commerce businesses of the Company and its affiliates including new designs for law enforcement and the military; (c) in conjunction with Sxxxxx, and in conformity with the Company's policies, author, post and update the Black Helmet Business' social media sites; and (d) such additional related services as the Company may reasonably request from time to time (collectively, the "Services"). The Service Provider shall provide such Services as reasonably requested by the Company during the Term of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party the Service Provider shall be obligated devote a minimum of thirty (30) hours per week to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of the Services hereunder, such Additional hours to be allocated as mutually agreeable upon by the Company and the Service would significantly disrupt Provider. The Service Provider shall make himself reasonably available to the Company via cell phone, email or text during normal business hours Monday through Friday, and shall use his reasonable best efforts to promptly respond to all such phone calls, texts or emails. The Service Provider shall make himself available for in-person meetings with the Company from time to time, generally on a monthly basis, at a place to be mutually determined by the parties hereto. The Service Provider shall have wide latitude and discretion in determining how to best perform the Services. Notwithstanding the foregoing, the Service Provider shall make himself available at any time as is deemed necessary by the Company in the event of an interruption in the operation, service, accessibility or usability of the Black Helmet Website or such other matters of a material nature which adversely impacts the use or operation of Service Provider’s business; and providedthe Black Helmet Website. Unless otherwise agreed to by the Company, further, that the applicable Party shall not be required to provide any Additional all Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms hereunder shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing performed solely by the applicable Parties, Service Provider and at such locations as the parties shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementmutually agree upon.

Services. During the Transition Period (aas defined below) Commencing (or, with respect to a particular Service, such shorter period as of may be specified in the Services Schedules with respect to any such Service), VF shall provide (or cause to be provided by an Affiliate or a Subcontractor in accordance with Section 2.04) to Kontoor Brands or the applicable Effective Timemember of its Group the services described on Schedule A-1 attached hereto and Kontoor Brands shall provide (or cause to be provided by an Affiliate or a Subcontractor in accordance with Section 2.04) to VF or the applicable member of its Group the services described on Schedule A-2 attached hereto (together with Schedule A-1, each the “Services Schedules”). The Services (or any portion thereof) shall be provided for the period of time specified in the Services Schedules; provided that, unless otherwise specified in the Service Schedules, the term of any or all the Services (or any portion thereof) may be earlier terminated by Recipient by providing thirty (30) days prior written notice to Provider agrees (“Termination Notice”); provided further that if it is technically infeasible or commercially impracticable to provide, or to cause terminate one Service without terminating one or more other Services, Recipient shall be required to concurrently terminate all such Services for which separate termination would be technically infeasible or commercially impractical. Following receipt of its Subsidiaries to providea Termination Notice, to the Provider will provide Recipient with written notice (“Provider Notice”) that termination of any applicable Service Recipientwill require the termination or partial termination of, or otherwise affect the performance of any Subsidiary other Services as a result of the technical infeasibility or commercially impracticality to terminate only the Service requested to be terminated (“Other Service Implications”), which notice shall set forth a reasonably detailed overview of any Other Service Implications. Recipient may withdraw its Termination Notice by delivering a withdrawal notice within five (5) Business Days following the receipt of such Provider Notice from Provider. If Recipient does not withdraw the Termination Notice within such period, such Termination Notice will be final and irrevocable (including as to any Other Service Recipient, Implications) and Recipient shall no longer be entitled to receive the applicable services (Service from Provider. Upon the “Services”) set forth on the Schedules hereto. (b) After the effective date of termination of any Service pursuant to this AgreementSection 2.01, if (i) Carrier or Otis identifies a service that UTC the Provider of the terminated Service will have no further obligation to provide the terminated Service and (ii) the relevant Recipient will have no obligation to pay any future Service Charges relating to any such Service other than (A) the applicable portion of the Service Charge for the remainder of the calendar month in which such termination is effective, (B) Service Charges and any other fees, costs and expenses owed and payable in accordance with the terms of this Agreement in respect of Services provided prior to it the effective date of termination and (C) any third party costs and expenses incurred by the Provider or any of its Subsidiaries prior to Affiliates in respect of such Services between the applicable Distribution Date that it reasonably needs in order for time of such termination and the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if time the provision of such Additional Service would significantly disrupt have terminated absent such early termination to the operation extent Provider cannot avoid the incurrence of such costs or expenses using commercially reasonable efforts, which in each case shall be, from time to time, invoiced and paid as provided in Article III. Upon the effective date of termination of any Service Provider’s business; and providedpursuant to this Section 2.01, further, that the applicable Party relevant Provider shall reduce for the next monthly billing period the amount of the Service Charge for the category of Services in which the terminated Service was included (such reduction to reflect the elimination of all costs incurred in connection with the terminated Service to the extent the same are not be required to provide any Additional other Services if to Recipient), and, upon request of Recipient, Provider shall provide Recipient with documentation and/or information regarding the applicable Parties are unable to reach agreement on calculation of the terms thereof (including with respect to Charges therefor)amount of the reduction. In connection with termination of any request for Additional Services in accordance with this Section 2.01(b)Service, the applicable Parties provisions of this Agreement not relating solely to such terminated Service shall negotiate in good faith the terms of a supplement survive any such termination. Upon thirty (30) days’ advance written notice prior to the applicable Scheduleexpiration of any Service, which terms Recipient may request an extension of such Service by submitting to the relevant Provider an extension request in the form attached hereto as Schedule B. Any such extension shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon effective only by the mutual written agreement of the applicable Parties, the supplement Provider and Recipient to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Service during any such extension period. For the avoidance of doubt, (x) Provider is not obligated to extend any Service and Services shall only be extended on terms mutually agreed to by Provider and Recipient and (y) in no event shall any extension provide for an extension of any Service for a manner similar to period that in which the Services are described would exceed, in the existing Schedules. Each supplement to aggregate, twenty-four (24) months from the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this AgreementDistribution Date.

Services. The parties shall provide the Equifax Products as defined in Exhibit D (a"PROGRAM ORDER TWO") Commencing to that certain Marketing and Services Agreement dated as of May 31, 2002, by and between Equifax on the one hand, and, on the other hand, Capital One Bank, Capital One, F.S.B. and Capital One Services, Inc., (collectively, "CAPITAL ONE") (the "CUSTOMER AGREEMENT"), a copy of which is attached hereto as Annex A, as follows: Intersections shall perform each operational obligation of Equifax under Program Order Two in compliance with the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of the Customer Agreement. Intersections shall act hereunder as a subcontractor, and not an agent, partner or co-venturer of Equifax, and shall have no authority to modify the Customer Agreement or Program Order Two, waive any right of Equifax thereunder, or otherwise bind Equifax in any manner. Without limiting the generality of the foregoing, Intersections shall not, without the prior written approval of Equifax, (a) amend Program Order Two; (b) approve additional Program Orders pursuant to Section 1.2 of the Customer Agreement; (c) approve marketing collateral pursuant to Section 1.3 of the Customer Agreement; or (d) issue any approvals or otherwise take discretionary action under Program Order Two. Intersections shall keep Equifax informed of the progress of the work performed hereunder. Equifax shall not modify the Customer Agreement or Program Order Two, waive any right applicable to Intersections thereunder, or otherwise bind (except as set forth herein) Intersections in any manner, without the prior approval of Intersections. Without limiting the generality of the foregoing, Equifax shall not, without the prior written approval of Intersections, (a) amend Program Order Two; (b) approve additional Program Orders pursuant to Section 1.2 of the Customer Agreement if Intersections is to be the Equifax Vendor; (c) approve marketing collateral in connection with this AgreementProject Agreement Two; or (d) issue any approvals or otherwise take discretionary action under Program Order Two. An e-mail message from a party's authorized representative shall be sufficient written approval for purposes of routine modifications to, or approvals of marketing collateral or fulfillment materials under, Program Order Two.

Services. Section 2.01. SPINCO-PROVIDED SERVICES. (a) Commencing INFORMATION TECHNOLOGY, COMPUTING AND TELECOMMUNICATION SERVICES. Spinco shall provide to the Aetna Group (which for the avoidance of doubt for purposes of this Agreement shall also include Hartford-located operations of ING National Trust as conducted as of the applicable Effective Timedate hereof) the following information technology, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable computing and telecommunications services ("IT SERVICES"): (i) the “Services”) services set forth on Schedule 1A, as such may be amended by the Schedules hereto. parties; (ii) any other IT Services that (a) the Aetna Business, as conducted in the ordinary course prior to the Distribution Date, received in whole or part from the Spinco Group or in reliance upon or in connection with the Spinco Assets (but, in the case of a service provided only in part by the Spinco Group, only to the extent such service was provided in the ordinary course prior to the Distribution Date by the Spinco Group), (b) After are identified in writing by Aetna to Spinco within forty-five (45) calendar days following the date Distribution Date and (c) are reasonably needed in order to conduct the operations of the Aetna Business, as conducted in the ordinary course prior to the Distribution Date, and the reasonable growth thereof, consistent with the historical provision of such services and the other terms of this Agreement, if or otherwise upon pricing and other terms and conditions reasonably acceptable to Spinco and Aetna; and (iiii) Carrier or Otis identifies a service that UTC provided reasonable additional incidental IT Services as Aetna needs to it or any of conduct its Subsidiaries business, as conducted in the ordinary course prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and the reasonable growth thereof; PROVIDED that such service IT Services (a) were provided by Spinco to Aetna in the ordinary course prior to the Distribution Date and (b) are provided upon pricing and other terms consistent with the historical provision of such services and the other terms of this Agreement. Aetna acknowledges that a critical element of Spinco's historical delivery of services to Aetna was not included Spinco's ability to establish and maintain technology and architectural infrastructure standards (the "STANDARDS"). Spinco acknowledges that, having defined the Standards, it implemented changes to those Standards only after providing considerable notice to Aetna and after taking into account business impact to Aetna. In order to continue the spirit of cooperation that characterized the historical delivery of services, the parties agree that the "Non-Standard Products and Services" process set forth on Schedule IA will govern (1) Aetna requests for support of deviations from the Schedules hereto Standards in effect at the Distribution Date (other than because the Parties agreed such service shall not be provided"AETNA-DRIVEN DEVIATIONS"), or and (ii) UTC identifies Aetna requests for continued support for Standards that have become obsolete as a service that Carrier or Otis provided to it or any result of its Subsidiaries prior Spinco's changes to the applicable Distribution Date that it reasonably needs in order for Standards during the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part term of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement("Spinco-Driven Deviations").

Services. (a) Commencing During the Term hereof and upon the terms and conditions set forth herein, Cantor shall provide to BGC Partners the following services as reasonably requested by BGC Partners from time to time: (i) administration and benefits services, (ii) employee benefits, human resources and payroll services, (iii) financial and operations services, (iv) internal auditing services, (v) legal related services, (vi) risk management services, (vii) accounting services, (viii) general tax services, (ix) communications facilities and services, including e-mail, (x) network and data center facilities, (xi) hardware and equipment, (xii) facilities management services, (xiii) promotional, sales and marketing services, (xiv) procuring of insurance coverage, (xv) office space and (xvi) such other miscellaneous services as the parties may reasonably agree, it being the intention of the applicable Effective Time, each Service Provider agrees parties that Cantor will continue to provide, or provide to cause one or more of its Subsidiaries BGC Partners all services provided by Cantor to provide, BGC Partners prior to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules heretoClosing. (b) After During the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, Term hereof and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to upon the terms and conditions set forth herein, BGC Partners shall provide to Cantor the services set forth in Sections 2(a)(i) – (xvi) as Cantor may reasonably request from time to time, it being the intention of the parties that after the consummation of the transactions contemplated under the Merger Agreement, BGC Partners will continue to provide to Cantor all services provided by BGC Partners or eSpeed, Inc. prior to that date. (c) As used in this Agreement, the party providing any particular Administrative Services under this Section 2 is sometimes referred to as the “Providing Party” and the party receiving any particular Administrative Service is sometimes referred to as the “Receiving Party.” (d) Each Providing Party shall use that degree of skill, care and diligence in the performance of services hereunder that (i) a reasonable Person would use acting in like circumstances in accordance with financial services industry standards and all applicable laws and regulations and (ii) is no less than that exercised by such Providing Party with respect to comparable services that it performs on its own behalf. (e) The applicable Providing Party and Receiving Party shall cooperate with each other in all reasonable respects in matters relating to the provision and receipt of the Administrative Services. Such cooperation shall include obtaining all consents, licenses or approvals necessary to permit each party to perform its obligations hereunder.

Services. During the Initial Term (aas hereinafter determined) Commencing and during the continuance of this Agreement the Company hereby agrees to retain the Consultant as a consultant and advisor, and the Consultant hereby agrees to accept such positions, on a non-exclusive basis, and to be subject to the direction and supervision of, and to have the authority as is delegated to the Consultant by, the Board of Directors of the applicable Effective TimeCompany consistent with such positions, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional related services (such requested additional servicesas the Board of Directors shall, the “Additional Services”); providedfrom time to time, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement reasonably assign to the applicable Schedule, which terms shall Consultant and as may be consistent with necessary for the terms of, ongoing maintenance and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement development of the applicable Parties, Companies' various business interests during the supplement to Initial Term and during the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part continuance of this Agreement as (collectively, the "Services"); it being initially acknowledged and agreed by each of the date of such agreement Parties hereto that the Consultant's initial and the Additional required Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this AgreementAgreement are particularly described in Schedule "A" which is attached hereto and which forms a material part hereof; and it being further acknowledged and agreed by each of the Parties hereto that the Consultant shall use its reasonable commercial efforts to provide to the Company the Services on a reasonable, part-time and non-exclusive consulting basis during the Initial Term and during continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to provide to the order and direction of the Consultant each of the proposed compensation amounts as set forth in Article "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Consultant shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

Services. During the Transition Period (aas defined below) Commencing (or, with respect to a particular Service, such shorter period as of may be specified in the Services Schedules with respect to any such Service), VF shall provide (or cause to be provided by an Affiliate or a Subcontractor in accordance with Section 2.04) to Kontoor Brands or the applicable Effective Timemember of its Group the services described on Schedule A-1 attached hereto and Kontoor Brands shall provide (or cause to be provided by an Affiliate or a Subcontractor in accordance with Section 2.04) to VF or the applicable member of its Group the services described on Schedule A-2 attached hereto (together with Schedule A-1, each the “Services Schedules”). The Services (or any portion thereof) shall be provided for the period of time specified in the Services Schedules; provided that, unless otherwise specified in the Service Schedules, the term of any or all the Services (or any portion thereof) may be earlier terminated by Recipient by providing thirty (30) days prior written notice to Provider agrees (“Termination Notice”); provided further that if it is technically infeasible or commercially impracticable to provide, or to cause terminate one Service without terminating one or more other Services, Recipient shall be required to concurrently terminate all such Services for which separate termination would be technically infeasible or commercially impractical. Following receipt of its Subsidiaries to providea Termination Notice, to the Provider will provide Recipient with written notice (“Provider Notice”) that termination of any applicable Service Recipientwill require the termination or partial termination of, or otherwise affect the performance of any Subsidiary other Services as a result of the technical infeasibility or commercially impracticality to terminate only the Service requested to be terminated (“Other Service Implications”), which notice shall set forth a reasonably detailed overview of any Other Service Implications. Recipient may withdraw its Termination Notice by delivering a withdrawal notice within five (5) Business Days following the receipt of such Provider Notice from Provider. If Recipient does not withdraw the Termination Notice within such period, such Termination Notice will be final and irrevocable (including as to any Other Service Recipient, Implications) and Recipient shall no longer be entitled to receive the applicable services (Service from Provider. Upon the “Services”) set forth on the Schedules hereto. (b) After the effective date of termination of any Service pursuant to this AgreementSection 2.01, if (i) Carrier or Otis identifies a service that UTC provided the Provider of the terminated Service will have no further obligation to it provide the terminated Service and (ii) the relevant Recipient will have no obligation to pay any future Service Charges relating to any such Service, other than any third party costs and expenses incurred by the Provider or any of its Subsidiaries prior to Affiliates in respect of such Services between the applicable Distribution Date that it reasonably needs in order for time of such termination and the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if time the provision of such Additional Service would significantly disrupt have terminated absent such early termination to the operation extent Provider cannot avoid the incurrence of such costs or expenses using commercially reasonable efforts, which costs and expenses shall be, from time to time, invoiced and paid as provided in Article III, mutatis mutandis; provided that Recipient shall remain obligated to the relevant Provider for the Service Provider’s business; Charges and providedany other fees, furthercosts and expenses owed and payable in accordance with the terms of this Agreement in respect of Services provided prior to the effective date of termination. Upon the effective date of termination of any Service pursuant to this Section 2.01, that the applicable Party relevant Provider shall reduce for the next monthly billing period the amount of the Service Charge for the category of Services in which the terminated Service was included (such reduction to reflect the elimination of all costs incurred in connection with the terminated Service to the extent the same are not be required to provide any Additional other Services if to Recipient), and, upon request of Recipient, Provider shall provide Recipient with documentation and/or information regarding the applicable Parties are unable to reach agreement on calculation of the terms thereof (including with respect to Charges therefor)amount of the reduction. In connection with termination of any request for Additional Services in accordance with this Section 2.01(b)Service, the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of not relating solely to such agreement and the Additional Services set forth therein terminated Service shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementsurvive any such termination.

Services. (ai) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After Closing Date and continuing throughout the date term of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior the Service Provider shall provide to the applicable Distribution Date that it reasonably needs Service Recipient, in order for connection with the Carrier Business or Xxxx Service Recipient’s operation of the Business, as applicablethe Services, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions set forth herein. Except as otherwise set forth on Exhibit A, (y) subject to Section 10(b), the Services shall be substantially equivalent in nature, scope and volume as those provided by the Service Provider to the Business in the ordinary course during the twelve (12) months prior to the Closing Date, and (z) the standard of quality, efficiency, and timeliness for the Services shall be consistent with the levels at which such Services were provided by the Service Provider to its Affiliates during such twelve (12) month period. (ii) The Service Recipient understands that the Service Provider may be providing services similar to the Services provided hereunder, or services that involve the same resources as those used to provide the Services, to the Service Provider’s business units and Affiliates, and, accordingly, the Service Provider may modify any of the Services or the manner in which such Services are provided in connection with changes to the Service Provider’s business units or Affiliates in the ordinary course of the Service Provider’s business; provided that no such modification shall cause a material adverse effect on the Service Recipient’s receipt of the Services or eliminate any Service in its entirety other than pursuant to Section 7(b), Section 8(c) or Section 8(d). The Service Provider shall provide the Service Recipient with written notice of any such modifications, and shall take into account any reasonable requests of the Service Recipient. In the event that the Service Recipient requests that the Services described on Exhibit A be modified, and the Service Provider agrees to such modification, the Parties may amend Exhibit A in writing. Notwithstanding the foregoing, unless entered into in the ordinary course of business and in a manner consistent with past practice, in all material respects, the Service Provider shall not enter into any material new contract, agreement or third party arrangement with respect to the Services without providing notice to the Service Recipient, in each case, other than to replace an existing third party contract, agreement or arrangement which has ended or will end during the term of this Agreement. (b) The Service Recipient understands that the Services provided hereunder are transitional in nature and are furnished by the Service Provider solely as an accommodation to the Service Recipient. The Service Recipient further understands that the Service Provider is not in the business of providing Services to third parties and shall not provide the Services beyond the term of this Agreement. The Service Recipient agrees to use its reasonable best efforts to transition the Services to its own internal organization or other third party service provider as promptly as practicable after the Closing and, in any event, to transition the Services to its own internal organization or other third party service provider no later than the expiration of the term of this Agreement. (c) The Service Recipient understands that certain Services may be provided to it by the Service Provider pursuant to agreements between the Service Provider and various third party vendors. At the reasonable request of the Service Provider or any such vendor, the Service Recipient shall reasonably cooperate with any third party providing Services on behalf of the Service Provider in order to facilitate the provision and receipt of such Services. The Service Recipient acknowledges that such Services are dependent on such reasonable cooperation, and that its failure to so cooperate shall relieve the Service Provider of its obligation to provide the related Services to the extent that such failure renders such provision commercially infeasible and only for so long as such failure continues; provided that the Service Provider promptly notifies the Service Recipient of such failure (but in no event later than thirty (30) days after such failure), describing in reasonable detail the nature of such failure. (d) The Service Recipient shall provide the information and documentation of the Service Recipient that are necessary for the Service Provider to provide the Services in accordance with the standards set forth in Section 2(a)(i). The Service Recipient shall provide such information and documentation in such form as may be reasonably requested by the Service Provider from time to time. The Service Recipient acknowledges that certain Services are dependent upon such information and documentation, and that its failure to provide such information and documentation shall relieve the Service Provider of its obligation to provide the related Services to the extent such failure renders such provision impractical or impossible and only for so long as such failure continues; provided that the Service Provider promptly notifies the Service Recipient of any such failure (but in no event later than thirty (30) days after such failure), describing in reasonable detail the nature of such failure. (e) Each Party shall reasonably cooperate with the other Party in order to facilitate the provision and receipt of the Services. The Service Recipient acknowledges that such Services are dependent upon such reasonable cooperation, and that its failure to so cooperate shall relieve the Service Provider of its obligation to provide the related Services to the extent such failure renders such provision impractical or impossible and only for so long as such failure continues; provided that the Service Provider promptly notifies the Service Recipient of any such failure (but in no event later than thirty (30) days after such failure), describing in reasonable detail the nature of such failure. The Service Recipient shall comply in all material respects with all applicable policies and procedures of the Service Provider in effect as of the Closing Date in connection with its receipt of the Services and any subsequent changes to such policies and procedures required by applicable Law or in order to implement the Cutover. (f) For purposes of Section 2(c) through Section 2(e), notice shall be provided to the Service Recipient’s Project Manager (as defined below), and may be provided by e-mail to the address for the Project Manager designated by the Service Recipient. (g) The Service Provider shall perform the Services in accordance with applicable Law and shall modify the Services to comply with any change in applicable Law and neither Party shall be required to perform any obligation under this Agreement to the extent performance of such obligation is prohibited by, or would require the applicable Party to violate, any applicable Law.

Services. (a) Commencing as ALLIANCE-ONE will provide to the Customer: (i) the Administration Services described in Exhibit 3.11, inclusive of any services, functions and responsibilities not specifically described in the Set of Agreements but that are required for the proper performance and provision of the applicable Effective TimeServices as described in the Set of Agreements, each Service Provider agrees and (ii) the services, functions and responsibilities described in the Set of Agreements, with (i) through (ii) above collectively referred to provide, or to cause one or more of its Subsidiaries to provide, to as the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “"Services”) set forth on the Schedules hereto." (b) After With respect to those Services that are Administration Services as stated in the date of this Agreementapplicable Work Order, if and subject to Section 5.1 (Admin Guidelines) and Section 5.2 (Change in Law): (i) Carrier or Otis identifies a service that UTC provided to it or any ALLIANCE-ONE shall cause each of its Subsidiaries prior managers having responsibility for any Administration Services and each of its senior executives having direct responsibility for Administration Services (the "Oversight Managers") to monitor diligently its (including its subcontractors') performance hereunder as well as the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, ability of its subcontractors to continue performing Administration Services in light of all surrounding circumstances in each jurisdiction where such subcontractors perform such Administration Services, including, without limitation, the development or likely development of hostile operating environments, civil war or political unrest. If an Oversight Manager discovers credible evidence that ALLIANCE-ONE has breached the Agreement in a way that could adversely impact Customer, then ALLIANCE-ONE will promptly inform Customer, including the relevant facts readily available to operate ALLIANCE-ONE. If an Oversight Manager discovers credible evidence that would lead a reasonable person to conclude that ALLIANCE-ONE is likely to have materially breached the Agreement in substantially a way likely to cause material harm to Customer where early notice of such event could provide Customer the same manner in which ability to mitigate its damages, then ALLIANCE-ONE will promptly inform Customer, including the Carrier Business relevant facts readily available to ALLIANCE-ONE. Any notice provided by ALLIANCE-ONE under this Section 4.1(b)(i) to alert Customer of an actual or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service suspected breach shall not be provided), or admissible into any dispute proceedings between the parties. (ii) UTC identifies a service that Carrier or Otis provided to it or any Customer shall cause each of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order managers having responsibility for the UTC Business administration of the Contracts which are the subject of Administration Services and each of its senior executives having direct responsibility for administration of the Contracts (the "Operations Managers") to continue monitor ALLIANCE-ONE's performance hereunder. If an Operations Manager discovers credible evidence that ALLIANCE-ONE has breached the Agreement in a way that could materially adversely impact Customer, then Customer will promptly inform ALLIANCE-ONE, including the relevant facts readily available to operate Customer. If an Operations Manager discovers credible evidence that would lead a reasonable person to conclude that ALLIANCE-ONE may have breached the Agreement in substantially a way likely to cause material harm to Customer where early notice of such event would provide Customer the same manner in which ability to mitigate its damages, then Customer will promptly inform ALLIANCE-ONE, including the UTC Business operated prior relevant facts readily available to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service Customer. Any notice provided by Customer under this Section 4.1(b)(ii) to alert ALLIANCE-ONE of an actual or suspected breach shall not be provided), then, in each case, if such Party provides written notice to admissible into any dispute proceedings between the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementparties.

Services. (a) Commencing as As of the applicable Effective TimeDate and continuing throughout the Term, FIS will provide to the FNT Entities (defined immediately following), the information technology and related services that were provided by or on behalf of FIS (and Subsidiaries) to FNT Entities immediately prior to the Effective Date. For purposes of this Agreement, the term “FNT Entities” shall mean, collectively, at any given time, each of (i) FNT and (ii) all partnerships, firms, corporations, and entities which are, at that time, at least majority owned or otherwise controlled by FNF or FNT, but excluding, if otherwise applicable, Certegy, Merger Co (after giving effect to the Merger) and each of their respective subsidiaries. The parties recognize that prior to the Effective Date, the services were provided pursuant to an intercompany relationship and not pursuant to a written agreement. Until such time as Service Provider agrees Levels have been mutually agreed upon by the parties following the baseline effort described in this Section, FIS shall provide the Services in the same basic manner and quality as prior to providethe Effective Date. Such services, together with Additional Services (defined herein below), and services to be provided under Statements of Work, Base Services Agreements, Exhibit B, Amendments, or an equivalent, made part of this Agreement from time to cause one or more of its Subsidiaries to providetime, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (are collectively referenced herein as the “Services”) set forth on ; the Schedules hereto. (b) After resulting operating environment to exist at the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior Effective Date is referenced as the “As Is environment”. The Roles and Responsibilities described in Exhibit A shall apply only to the applicable Distribution Date extent that it reasonably needs in order for a Base Service Agreement states that such Services will be provided. To facilitate a more detailed specification of the Carrier Business or Xxxx BusinessAs Is environment, as applicablethe parties shall mutually agree upon a written documented baseline plan, to continue to operate in substantially with the same manner in which assistance of reputable, knowledgeable, mutually agreeable third party consultants (at the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Dateexpense of FNT), and such service was not included on mutually agree upon a baseline of the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party As Is environment within sixty (60) days after following the applicable Distribution Date requesting such additional services, then Effective Date. The parties agree that to the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional servicesextent that Services are omitted in the descriptions in Exhibit C and from the fees in Exhibit D, the “Additional Services”); provided, however, that no Party shall be obligated parties will work together following the Effective Date to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if memorialize the provision description of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent Exhibit C along with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementfees therefor.

Services. (a) Commencing as Subject to the Tenant paying the rents and additional rents reserved by this Lease, the Landlord will use its reasonable endeavours to carry out and provide or to procure the carrying out and provision in accordance with the principles of good estate management of those of the applicable Effective Time, Building Services and those of the Basement Services and the Public Area Services in each Service Provider agrees to provide, or to cause one or more case which are required for the proper and permitted use and enjoyment of its Subsidiaries to provide, the Premises and the Granted Easements during Business Hours subject to the provisions of Schedule 3 and where applicable Service Recipientthe provisions of the Head Lease and provided nevertheless that: - 5.5.1 the Landlord shall be entitled to employ (at reasonably competitive rates) agents, managers and contractors (including independent contractors) or such other persons as the Landlord may from time to time reasonably think fit and (on reasonably competitive terms) to buy, hire, rent or acquire on hire purchase or by way of lease any plant, equipment, machinery, systems or any Subsidiary of such Service Recipientitems required for or in connection with the Building Services and the costs, fees, charges, expenses and outgoings paid or incurred as a result shall be included in the applicable services (Expenditure; 5.5.2 the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service Landlord shall not be provided), responsible for any temporary delay or (ii) UTC identifies a service that Carrier omission in carrying out or Otis provided providing the Building Services; 5.5.3 the Landlord shall be entitled to it cease or temporarily withdraw or procure the cessation or temporary withdrawal of the provision of or add to or procure the addition of any item of Building Services or any matter or thing referred to in Part 2 of Schedule 3 if the Landlord at its Subsidiaries prior absolute discretion deems it desirable or expedient so to do in the applicable Distribution Date that it reasonably needs in order for interests of good estate management; 5.5.4 the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service Landlord shall not be provided), responsible for any failure or delay in carrying out or providing any of the Building Services unless and until it has received written notice of such failure or delay from the Tenant (and then only subject to the provisions of this Lease) and if the Landlord shall then fail or continue to delay in carrying out or providing any of the Services or procuring same then, in each case, if such Party provides written notice subject to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional servicesprovisions of this Lease, the “Additional Services”); provided, however, that no Party Tenant’s sole remedy shall be obligated an action to provide any Additional Service if it does not, compel the same to be carried out and provided in its reasonable judgment, have adequate resources to provide such Additional Service or if accordance with the provision obligations of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that Landlord under this Lease; 5.5.5 the applicable Party Landlord shall not be required to provide responsible for any Additional Services if the applicable Parties are unable to reach agreement failure or delay on the terms thereof part of the Basement Company or the Public Areas Management Company in carrying out or providing any of the Basement Services or as the case may be the Public Area Services but the Landlord will take such steps as are reasonable to procure that such of the Basement Services and Public Area Services as are necessary for the permitted use and enjoyment of the Premises are provided (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), but on the applicable Parties shall negotiate in good faith basis that the terms of reasonable costs fees charges expenses and outgoings properly incurred as a supplement to the applicable Schedule, which terms result shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described included in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this AgreementExpenditure).

Services. (a) Commencing as of the applicable Effective TimeITC hereby engages Detroit Edison, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provideand Detroit Edison hereby accepts such engagement, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable provide certain construction and maintenance services (the “C&M Services”), engineering services (the “Engineering Services”) and system operations services (the “SO Services,” and collectively with the C&M Services, and the Engineering Services, the “Services”) for ITC with respect to the Transmission Assets and the Transmission Business, in accordance with the terms and conditions set forth on in this Agreement. In addition, as and when requested by ITC, ITC hereby engages Detroit Edison, and Detroit Edison hereby accepts such engagement and agrees to use commercially reasonable efforts (provided that such efforts shall not require any material system modification), to the Schedules heretoextent permitted by applicable law or regulation and consistent with Detroit Edison’s existing resources, to provide any transition design, planning and implementation services relating to the Services provided hereunder reasonably requested by ITC to ITC in accordance with the terms and conditions and for the consideration set forth in this Agreement. (b) After A description of the C&M Services to be provided is set forth on Schedule A attached hereto, a description of the Engineering Services to be provided is set forth on Schedule B attached hereto, and a description of the SO Services to be provided is set forth on Schedule C attached hereto. Schedule A, Schedule B and Schedule C may be amended from time to time by mutual agreement of the Parties, and/or additional schedules which document the specific C&M Services, Engineering Services or SO Services which Detroit Edison will provide for ITC may be added to this Agreement from time to time by mutual agreement of the Parties. Schedule A, Schedule B and Schedule C, and such additional schedules, if any, are collectively referred to herein as the “Schedules.” Upon the amendment and/or addition of any such Schedules, the term “C&M Services,” “Engineering Services” or “SO Services,” as applicable, and the term “Services” shall be amended and modified to reflect such amendment and/or addition. The Schedules are hereby incorporated by reference into this Agreement, provided however, that in the event of a conflict between any Schedule and the terms of this Agreement, this Agreement shall govern. Detroit Edison (i) shall, except as otherwise provided in this Agreement (including the Schedules hereto), perform all Services with respect to any Transmission Assets or any portion of the ITC transmission system located within the geographical boundaries of the ITC transmission system existing as of the date of this Agreement, if (i) Carrier or Otis identifies as indicated by a service that UTC map of such territory provided to it or any of its Subsidiaries ITC prior to the applicable Distribution Date that it reasonably needs date of this Agreement and appended hereto in order for Attachment No. 1(b) (the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date“Territory”), and such service was not included on the Schedules hereto (other than because the Parties ii) unless otherwise mutually agreed such service in writing, shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide perform any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services Transmission Assets or any portion of the ITC transmission system located outside of such Territory. (c) Except as otherwise provided in accordance with this Section 2.01(bAgreement (including the Schedules hereto), ITC shall obtain its requirements for the applicable Parties shall negotiate in good faith Services within the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms ofTerritory from Detroit Edison, and shall not obtain such Services within the pricing methodology used forTerritory from any person or entity other than Detroit Edison, similar Services provided under this Agreement. Upon during the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions term of this Agreement. (d) Each of the Parties and their affiliates, employees and Subcontractors providing Services pursuant to this Agreement, shall comply with the requirements of the Open-Access Same-Time Information System (“OASIS”) standard of conduct procedures developed by ITC and Detroit Edison, and accepted by FERC pursuant to 18 C.F.R. Part 37.4 (2000).

Services. SAC CBI II and LBCCA each hereby agrees that, during the term of this Agreement starting on the Effective Date (as defined below) (the “Term”), it will provide the following consulting services to the Company as requested from time to time by the Company: (a) Commencing as financial, managerial and operational advice in connection with the Company’s day-to-day operations, including, without limitation, advice with respect to the development and implementation of strategies for improving the operating, marketing and financial performance of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of Company and its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto.subsidiaries; and (b) After such other services (which may include advice in connection with acquisitions by the date of this Agreement, if (i) Carrier Company or Otis identifies a service that UTC provided as necessary to it or any of its Subsidiaries prior provide the Company with financing on terms and conditions satisfactory to the applicable Distribution Date that it reasonably needs in order for Company, financial and strategic planning and analysis, human resources and executive recruitment services and other services) as SAC CBI II and the Carrier Business Company or Xxxx BusinessLBCCA and the Company, as applicable, may from time to continue time agree in writing. For the avoidance of doubt, it is anticipated that any such other services will be subject to operate in substantially additional mutually agreed upon payments and expenses to be paid by the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior Company. It is understood and agreed that neither SAC CBI II nor LBCCA will provide investment advisory services. SAC CBI II and LBCCA shall each devote such time and efforts to the applicable Distribution Date, and such service was not included on performance of the Schedules hereto (other than because the Parties agreed such service shall not be provided), services contemplated hereby as it deems reasonably necessary or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”)appropriate; provided, however, that no Party shall minimum number of hours is required to be obligated devoted by SAC CBI II or LBCCA on a weekly, monthly, annual or other basis. The Company acknowledges that neither SAC CBI II’s nor LBCCA’s services is exclusive to the Company and that each may render similar services to other persons and entities. SAC CBI II and LBCCA each acknowledge that the Company may, at times, engage one or more investment bankers or financial advisers to provide any Additional Service if it does notservices in addition to, but not in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms lieu of, services provided by SAC CBI II and the pricing methodology used for, similar Services provided LBCCA under this Agreement. Upon In providing services to the mutual written agreement Company, SAC CBI II and LBCCA will each act as an independent contractor and it is expressly understood and agreed that this Agreement is not intended to create, and does not create, any partnership, agency, joint venture or similar relationship and that this Agreement does not provide any party with the right or ability to contract for or on behalf of any other party or to effect any transaction for the applicable Partiesaccount of any other party. To the extent that the Company requests services other than those set forth in Section 1(a) from SAC CBI II or LBCCA, and SAC CBI II or LBCCA agrees to provide such other services, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions Company and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable ScheduleSAC CBI II or LBCCA, as the case may be, will negotiate from time to time mutually agreed upon fees and expenses to in writing be paid by the applicable Parties, shall be deemed part of this Agreement as of the date of Company for such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementother services.

Services. (a) Commencing as Section 1.1 Upon the receipt of a written work order submitted by UE, SPS may provide any of the applicable Effective Timeservices specified in Attachment A to UE. Section 1.2 The SEC has authorized UE to perform on behalf of SPS engineering, each Service Provider agrees development, design, construction, and other related services. In accordance with that authorization, UE will perform such activities on behalf of SPS upon the submission by SPS to provideUE of a written work order. To the extent that UE's provision of these services on behalf of SPS requires that UE obtain goods or materials from outside vendors and suppliers, UE shall coordinate with SPS to use its existing supply arrangements to the extent possible or practicable. Section 1.3 The determination of whether one company (the "Delivering Party") has the available personnel and resources to perform a requested service for another (the "Receiving Party") in accordance with a work order will be entirely within the discretion of the Delivering Party: the Delivering Party may at its sole option elect not to perform any requested service, except that, once having agreed to perform a service, the Delivering Party shall not withdraw or depart from such performance until completion, or upon less than 30 days notice in the case of services of a continuing nature, unless the Receiving Party consents (with such consent not to cause one or more of its Subsidiaries to provide, to the applicable Service Recipientbe unreasonably withheld), or any Subsidiary of such Service Recipientemergency circumstances require, the applicable services (the “Services”) set forth on the Schedules heretootherwise. (b) After Section 1.4 The Receiving Party shall have the date of this Agreementright from time to time to amend, if alter or rescind any work order provided that (i) Carrier any such amendment or Otis identifies alteration that results in a service that UTC material change in the scope of the services to be performed or equipment to be provided is agreed to it or any of its Subsidiaries prior to by the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx BusinessDelivering Party, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order cost for the UTC Business to continue to operate in substantially services covered by the same manner in which work order shall include any expense incurred by the UTC Business operated prior to Delivering Party as a direct result of such amendment, alteration or rescission of the applicable Distribution Datework order, and (iii) no amendment, alteration or rescission of a work order shall release the Receiving Party from liability for all costs already incurred by or contracted for by the Delivering Party pursuant to a work order, regardless of whether the services associated with such service was not included on costs have been completed. Section 1.5 Companies intend that the Schedules hereto (other than because the Parties agreed such relation between them created by this Article I of this Agreement is that of employer-independent contractor. No employee or agent of a Delivering Party while performing any requested service shall not be provided)deemed to be an employee or agent of the Receiving Party. The Receiving Party is interested only in the results obtained under this Article I of this agreement. The manner and means of performing any requested services are to be under the sole control of the Delivering Party, then, and the Delivering Party in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt services may arrange, where it deems appropriate, for the operation services of Service Provider’s business; such experts, consultants, advisers, vendors, subcontractors and providedother necessary persons with necessary qualifications as are required for or pertinent to the provision of such services. None of the benefits provided by the Receiving Party to its employees, furtherincluding, but not limited to, workers' compensation insurance and unemployment insurance, are available from the Receiving Party to the employees or agents of the Delivering Party. The Delivering Party will be solely and entirely responsible for its acts and for the acts of its employees and agents during the performance of any services under this Article I. Section 1.6 In performing services, the Delivering Party will exercise due care to assure that the applicable Party shall not be required to provide any Additional Services if services are performed in an appropriate manner, meet the standards and specifications set forth in the applicable Parties are unable work order, and comply with applicable standards of law and regulation. However, failure to reach agreement on meet these obligations shall in no event subject the terms thereof (including Delivering Party to any claims by or liabilities to the Receiving Party other than to reperform the services and be reimbursed at the applicable rate specified in Article III for such reperformance. The Delivering Party makes no other warranty with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), its performance of the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms ofservices, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement Receiving Party agrees to accept such services without further warranty of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the any nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Services. During the Transition Period (aas defined below) Commencing (or, with respect to a particular Service, such shorter period as of may be specified in the Services Schedules with respect to any such Service), VF shall provide (or cause to be provided by an Affiliate or a Subcontractor in accordance with Section 2.04) to Kontoor Brands or the applicable Effective Timemember of its Group the services described on Schedule A-1 attached hereto and Kontoor Brands shall provide (or cause to be provided by an Affiliate or a Subcontractor in accordance with Section 2.04) to VF or the applicable member of its Group the services described on Schedule A-2 attached hereto (together with Schedule A-1, each the “Services Schedules”). The Services (or any portion thereof) shall be provided for the period of time specified in the Services Schedules; provided that, unless otherwise specified in the Service Schedules, the term of any or all the Services (or any portion thereof) may be earlier terminated by Recipient by providing thirty (30) days prior written notice to Provider agrees (“Termination Notice”); provided further that if it is technically infeasible or commercially impracticable to provide, or to cause terminate one Service without terminating one or more other Services, Recipient shall be required to concurrently terminate all such Services for which separate termination would be technically infeasible or commercially impractical. Following receipt of its Subsidiaries to providea Termination Notice, to the Provider will provide Recipient with written notice (“Provider Notice”) that termination of any applicable Service Recipientwill require the termination or partial termination of, or otherwise affect the performance of any Subsidiary other Services as a result of the technical infeasibility or commercially impracticality to terminate only the Service requested to be terminated (“Other Service Implications”), which notice shall set forth a reasonably detailed overview of any Other Service Implications. Recipient may withdraw its Termination Notice by delivering a withdrawal notice within five (5) Business Days following the receipt of such Provider Notice from Provider. If Recipient does not withdraw the Termination Notice within such period, such Termination Notice will be final and irrevocable (including as to any Other Service Recipient, Implications) and Recipient shall no longer be entitled to receive the applicable services (Service from Provider. Upon the “Services”) set forth on the Schedules hereto. (b) After the effective date of termination of any Service pursuant to this AgreementSection 2.01, if (i) Carrier or Otis identifies a service that UTC the Provider of the terminated Service will have no further obligation to provide the terminated Service and (ii) the relevant Recipient will have no obligation to pay any future Service Charges relating to any such Service other than (A) the applicable portion of the Service Charge for the remainder of the calendar month in which such termination is effective, (B) Service Charges and any other fees, costs and expenses owed and payable in accordance with the terms of this Agreement in respect of Services provided prior to it the effective date of termination and (C) any third party costs and expenses incurred by the Provider or any of its Subsidiaries prior to Affiliates in respect of such Services between the applicable Distribution Date that it reasonably needs in order for time of such termination and the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if time the provision of such Additional Service would significantly disrupt have terminated absent such early termination to the operation extent Provider cannot avoid the incurrence of such costs or expenses using commercially reasonable efforts, which in each case shall be, from time to time, invoiced and paid as provided in Article III. Upon the effective date of termination of any Service Provider’s business; and providedpursuant to this Section 2.01, further, that the applicable Party relevant Provider shall reduce for the next monthly billing period the amount of the Service Charge for the category of Services in which the terminated Service was included (such reduction to reflect the elimination of all costs incurred in connection with the terminated Service to the extent the same are not be required to provide any Additional other Services if to Recipient), and, upon request of Recipient, Provider shall provide Recipient with documentation and/or information regarding the applicable Parties are unable to reach agreement on calculation of the terms thereof (including with respect to Charges therefor)amount of the reduction. In connection with termination of any request for Additional Services in accordance with this Section 2.01(b)Service, the applicable Parties provisions of this Agreement not relating solely to such terminated Service shall negotiate in good faith the terms of a supplement survive any such termination. Upon thirty (30) days’ advance written notice prior to the applicable Scheduleexpiration of any Service, which terms Recipient may request an extension of such Service by submitting to the relevant Provider an extension request in the form attached hereto as Schedule B. Any such extension shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon effective only by the mutual written agreement of the applicable Parties, the supplement Provider and Recipient to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Service during any such extension period. For the avoidance of doubt, Provider is not obligated to extend any Service and Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as shall only be extended on terms mutually agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement Provider and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this AgreementRecipient.

Services. a. We may provide You with Services as set out in an Order Form and/or a SOW (a) Commencing as or a Change Order to a SOW). A SOW may be required for each project, and may specify, among other things, the purpose and scope of the project, the responsibilities of each party, assumptions, deliverable(s) (if any), applicable Effective Timefees and payment terms and any other specific requirements. In some instances, each Service Provider agrees We may not commence providing Services to provideYou unless a SOW has been agreed to by You and Us. b. We may provide the Services remotely or, or subject to cause one or more Section 1.d, at a location of its Subsidiaries to provideYour choosing. c. In some instances, we may use subcontractors, including Resolver Inc. (Our “Platform OEM”), to fulfill our obligations under this Agreement and any Order Form. d. Either You or We may request additions, deletions or amendments to the Services in a SOW ("Change"). A Change must be requested in writing signed by an authorized representative of the party requesting the Change ("Change Request"). We will not have an obligation to perform, and You will not have an obligation to pay for, Services related to any Change unless You and We have agreed to the Change in writing. If You request a Change, We will evaluate the request and, whether You or We requested a Change, We will provide You with a written estimate of the cost, if any, of the requested Change and any additional terms and conditions related to such Changes. Upon Your approval of the cost estimate and any such additional terms and conditions, You and We will enter into a change order document amending the applicable Service Recipient, SOW (a "Change Order"). e. In the event of a conflict between or any Subsidiary among the provisions of such Service Recipient, these Terms and the applicable services (the “Services”) specific provisions set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies in a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof SOW (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(ba Change Order), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and SOW will take precedence over these Terms only if such provisions specifically reference the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, provisions of these Terms that are in each case subject to the terms and conditions of this Agreementconflict or superseded.

Services. (a) Commencing Credit hereby appoints Xerox to perform the following services for Credit, and Credit will reimburse Xerox for the cost to Xerox of performing such services to the extent and in such amounts as may from time to time be agreed to between Xerox and Credit: (i) To xxxx and collect, when due and with the same diligence and procedures employed in the collection of Xerox’ own accounts receivable, sums payable on Assigned Obligations and upon collection to hold them for the account of Credit, and to pay them over to Credit within thirty (30) days after the end of the applicable Effective Time, each Service Provider agrees Accounting Period in which the same were received or within such other period of time as the parties shall agree; (ii) If it becomes advisable to provide, or Xerox to cause one or more of its Subsidiaries to providerepossess any property in which any Reserve Obligation acquired by Credit has any security interest, to proceed with due diligence to take lawful steps to repossess said property and to take such other lawful steps as may be necessary or appropriate to enforce such security interest for and on behalf of Credit, and any such repossessed property shall become the applicable Service Recipient, property of Xerox upon an appropriate credit to the Reserve in accordance with Section 5(c); (iii) To perform such other acts and provide such other services as Credit may from time to time reasonably request and Xerox may agree to perform or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules heretoprovide. (b) After Xerox agrees to indemnify Credit against, and hold Credit harmless from, any and all claims asserted against Credit by any third party arising out of any wrongful or negligent act or omission to act of Xerox, in performing any of the date services which Xerox shall perform or furnish for Credit pursuant to the provisions of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party Credit shall promptly notify Xerox in writing of each such claim made or suit thereon instituted against Credit and the details thereof, and shall not pay or compromise any such claim or suit without the written approval of Xerox, and Xerox shall be obligated permitted to provide assume and direct the defense of any Additional Service if it does notsuch suit by counsel of its own choosing. (c) Nothing contained in this Agreement shall in any way restrict Xerox at any time from exchanging, renewing, extending or in its reasonable judgmentany way altering the Assigned Obligations on behalf of and for the account of Credit, have adequate resources to provide provided that any such Additional Service exchange, renewal, extension or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms alteration shall be consistent consonant with Xerox’ then existing standard credit policies. Appropriate adjustment shall be made for any such change, renewal, extension or alteration in the terms of, and settlement statement at the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement end of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that Accounting Period in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementaction took place.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider XXX hereby agrees to provide, or to cause one or more of its Subsidiaries to provide, provide to the applicable Service RecipientRSL Affiliates, those business-related and administrative services listed on Schedule A attached hereto and such other services as XXX and RSLIC may mutually agree or any Subsidiary of such Service Recipientas are currently provided to RSL Affiliates and RSLIC reasonably requests (collectively, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies at a service that Carrier or Otis level requested by RSLIC; provided, that, unless the parties otherwise agree, the scope of such Services is consistent with the provision and cost of such Services in prior years and the level of such Services is not in excess of 150% of the average annual level of such Services provided to it or any of its Subsidiaries prior to in the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Datefiscal years ended June 30, 1993, 1994 and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided)1995. In addition, then, in each case, if such Party provides until XXX receives written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional servicescontrary from RSLIC, then the applicable other Party shall use its commercially reasonable efforts XXX will continue to provide such requested additional payroll services (such requested additional servicesincluding the issuance of checks, the enrollment in medical, dental, life and disability insurance and retirement and incentive thrift plans sponsored by ELC and related administration) (collectively “Additional Payroll Services”)) for those persons, all of whom RSLIC hereby represents are employees of RSLIC or such other RSL Affiliate as indicated for such person on Schedule B; provided, however, that no Party (a) the agreement to provide retirement and incentive thrift plan enrollment in respect of a person shall terminate at such time as his or her employer becomes a not-for-profit entity and (b) with respect to those persons for whom an employer other than RSLIC or RSL Management (as defined in Section 4(d) hereof) is indicated on Schedule B, XXX shall not be obligated to provide any Additional Service if it does notPayroll Services other than enrollment in medical, in its reasonable judgmentdental, have adequate resources life and disability insurance and retirement and incentive thrift plans sponsored by ELC and related administration. RSLIC may from time to provide such Additional Service or if time, with the provision consent of such Additional Service would significantly disrupt the operation of Service Provider’s businessXXX (which consent shall not be unreasonably withheld), amend Schedule B with respect to Payroll Services; and provided, furtherhowever, that the applicable Party overall obligation to provide Payroll Services pursuant hereto shall be limited to 150% of the aggregate annual level of such Payroll Services (excluding such services relating to Xxxxxx X. Xxxxxx, individually) provided to the persons on Schedule B on the date hereof in the fiscal year ended June 30, 1995. No person set forth on Schedule B will be considered an employee of the Company. (b) The Companies shall not be required liable for any consequential or special damages for failure to provide perform the Services or Payroll Services to be provided hereunder. RSLIC will indemnify and hold harmless the Companies, their officers, directors and employees (other than Xxxxxx X. Xxxxxx) against any Additional Services if losses, claims, damages or liabilities (or action in respect thereof) arising out of or based upon this Agreement or other expenses incurred by the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In Companies in connection with investigating or defending any request for Additional Services such action or claim as such expenses are incurred in accordance with this Section 2.01(b)each case, the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with extent not arising from the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement gross negligence or willful misconduct of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this AgreementCompanies.

Services. (a) Commencing Subject to Section 4(e) below and the other terms and conditions of this Agreement, during the period commencing on the Effective Date and continuing for four (4) consecutive years (unless terminated earlier in accordance with the terms of this Agreement) (the “Services Period”), WWE engages Xxxxxx (and Xxxxxx accepts such engagement) as of the applicable Effective Timean independent contractor, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries Talent to provide, to (i) provide the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services described and identified in Schedule A attached hereto (the “Services”) set forth on and incorporated herein by this reference and (ii) execute the Schedules heretoInducement attached hereto as Exhibit B and incorporated herein by this reference (the “Inducement”). The manner, dates, times, duration and locations of all Services shall be subject to Xxxxxx’s prior approval in writing (including via email and other electronic means), provided that Lender and Talent shall use their reasonable good faith efforts to accommodate WWE’s requested scheduling of the Services, subject to Talent’s prior commitments and availability. (b) After To the date extent Lender desires to utilize any third party service providers in connection with developing concepts, scripts, storylines, texts, themes, taglines or slogans or otherwise in connection with Talent’s performance of the Services, Xxxxxx may engage third party service providers with WWE’s prior written approval (“Lender Contractors”). If and to the extent such Lender Contractors are first approved in writing by WWE (which approval shall not be unreasonably withheld, conditioned or delayed), WWE shall reimburse Lender for the documented, out-of-pocket costs and expenses incurred by Xxxxxx in connection with the engagement of such Lender Contractor. WWE hereby consents to Xxxxxx’s engagement of [***], who shall be deemed an approved Lender Contractor for purposes of this Agreement; provided that, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior notwithstanding anything to the applicable Distribution Date that it reasonably needs contrary in order this Section 1(b), WWE shall reimburse Lender for the Carrier Business or Xxxx Business, as applicable, to continue to operate [***]’s reasonable travel costs and expenses in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Dateconnection with Talent’s services hereunder, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order additional costs for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional [***]’s services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as mutually agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementparties.

Services. (a) Commencing as of 1.1 During the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date term of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any BMG shall make available each of its Subsidiaries prior the employees listed on EXHIBIT A hereto, to the applicable Distribution Date extent that it reasonably needs such employees continue to be employed by BMG (each, an "Employee"), to provide or cause to be provided the services set forth on EXHIBIT B attached hereto or as otherwise agreed in order writing by UXP and BMG (the "Services"). 1.2 EXHIBIT A sets forth for each Employee the amount of time per week that such Employee customarily devotes to the affairs of UXP based on a 40-hour week (such Employee's "UXP Time") and an hourly rate that is agreed by the parties to request BMG's cost of providing the services of that Employee, including salary, benefits, rent, systems, supplies and all other costs (such Employee's "Hourly Rate"). Subject to the terms of this Agreement, BMG shall make available and UXP shall pay for the Carrier Business or Xxxx BusinessServices of each Employee as follows: (a) during the first 30 days of the term of this Agreement, as applicable100% of such Employee's UXP Time; (b) during the second 30 days of the term of this Agreement, 67% of such Employee's UXP Time; and (c) during the final 30 days of the term of this Agreement, 33% of such Employee's UXP Time. If UXP fails to continue to operate use the full available time of any Employee in substantially any 30-day period, the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service unused time shall not be provided), or (ii) UTC identifies carry over to a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, subsequent period. 1.3 The parties acknowledge that the applicable Party shall Services will not be required at an even rate over each 30-day period. UXP and BMG shall cooperate to provide any Additional Services if schedule the applicable Parties are unable time and responsibilities of each Employee so as to reach agreement on maximize efficiency, including, without limitation, coordinating the terms thereof (including with respect time spent at BMG's offices and UXP's offices so as to Charges therefor)minimize travel time for the Employees. In connection with any request All time spent traveling to and from UXP's offices shall count as time worked for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided UXP under this Agreement. Upon UXP shall provide or pay for all necessary transportation for Employees to and from UXP's offices and any incremental parking charges incurred by Employees. BMG shall cause each Employee to keep accurate records of daily hours worked for UXP ("Time Sheets") so as to enable BMG and UXP to determine when the mutual written agreement maximum hours of Services for each Employee have been provided in any 30-day period. No Employee shall be required to work more than eight hours a day or 40 hours a week, including both time worked for UXP and time worked for BMG. 1.4 UXP shall provide direction to the Employees where business decisions are required in the performance of the applicable Parties, Services. 1.5 During the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part term of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, BMG shall maintain its licenses to use the software described in each case subject EXHIBIT C so that such software is available to the terms and conditions Employees in connection with the provision of this Agreementthe Services.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees Customer may engage Supplier to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable provide staffing services (collectively, the “Services”) through separate orders (each a “Project” and collectively, the “Projects”) during the Term (as hereinafter defined as mutually agreed by the Parties from time to time pursuant to one or more written orders in the form of Exhibit l attached hereto (each an “Order” and collectively, the “Orders”). Supplier shall not commence work on any Project or provide any Services until the parties enter into an Order, which will set forth on (i) the Schedules staffing Services to be performed by Supplier, (ii) the timing for the Project (including relevant deadlines and delivery dates), (iii) the cost/fees and payment schedule with respect to such Services, and (iv) to the extent necessary and appropriate, additional provisions applicable to the Services to be provided pursuant to the Order which shall not be inconsistent with the terms of this Agreement and which are not otherwise set forth in this Agreement. References herein to this “Agreement” shall be deemed to include any Orders entered into pursuant hereto, subject to the preceding sentence. Any changes to Services to be provided pursuant to a previously-executed Order (including any changes to the corresponding fees) shall be agreed to in a writing executed by the Parties which shall comply with this Section l(a) prior to any changes being effective. The Parties expressly agree that the terms hereof cannot be altered by course of dealings. (b) After the date of this AgreementSupplier shall: • Recruit, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Businessselect, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Datehire, and assign such service was not included on personnel as are required by an Order; • Pay or withhold such taxes as are required to be paid or withheld; • Maintain accurate and complete personnel and payroll records; • Pay all wages or other remuneration owed to personnel staffed under any Order; • Require all personnel staffed under any order to maintain accurate time records; • Provide all benefits due to personnel staffed under any Order; and • Assign such personnel that meet the Schedules hereto requirements of the Customer pursuant to an Order. (other than because the Parties agreed such service shall not be provided), or (iic) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party All Services shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms Customer’s reasonable approval and conditions of this Agreementacceptance.

Services. (a) Commencing 1.1 The Company hereby engages CEI, with effect as of the applicable Effective TimeDate, each Service Provider to provide the Services (as hereinafter defined). 1.2 CEI hereby accepts the engagement provided for in Section 1.1 above and agrees to provide, perform the duties and responsibilities set forth herein during the term of this Agreement. 1.3 CEI shall provide or cause to cause one or more of its Subsidiaries to provide, be provided to the applicable Service Recipient, or any Subsidiary of such Service Recipient, Company the applicable services (the “Services”) set forth on the Schedules Exhibit A attached hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties as otherwise agreed such service shall not be provided), herein or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement CEI and the Additional Services set forth therein shall be deemed “Services” provided under this AgreementCompany, in each case subject to the terms and conditions of this AgreementAgreement (the “Services”). CEI shall devote the financial, personnel, systems, and other resources necessary or advisable to provide the Services and to assist the Company in the operation of its businesses. 1.4 CEI agrees to utilize the Seismic Data in connection with the development and exploitation of the Company’s Oil and Gas Properties (as defined in Exhibit B hereto). To the extent permitted under the respective license agreements governing the Seismic Data, CEI agrees to disclose or otherwise make available the Seismic Data to the Company. The Company agrees to maintain the confidentiality of any Seismic Data provided by CEI hereunder. 1.5 CEI may engage or contract for, or cause to be engaged or contracted for, on behalf of the Company, the goods and services of third-party subcontractors, suppliers, vendors, and other providers to perform the Services or any part of the Services; provided that, other than with respect to Approved Third Party Expenses (as hereinafter defined), the expense and all costs payable to or otherwise incurred in connection with the retention of any such third- party service provider shall be borne by CEI. For purposes hereof, “Approved Third Party Expenses” means only those certain expenses approved by the Board (as hereinafter defined) to be incurred by and on behalf of the Company by CEI. Upon request, CEI shall provide to the Company all pertinent information, including copies of invoices, regarding such Approved Third Party Expenses. CEI will use reasonably diligent efforts to secure from vendors, suppliers, subcontractors, landowners, and other third-party service providers for the Company’s benefit, such warranties, guarantees, and indemnities as may be available on commercially reasonable terms regarding supplies, materials, equipment, rights of way, and services purchased with respect to the Oil and Gas Properties. CEI will also use reasonably diligent efforts to enforce such warranties, guarantees, and indemnitees, provided that CEI will use commercially reasonable efforts to recover any costs and expenses of enforcement from all such vendors, suppliers, subcontractors, landowners, and third-party service providers.

Services. (a) Commencing as Subject to the Tenant paying the rents and additional rents reserved by this Lease, the Landlord will use its reasonable endeavours to carry out and provide or to procure the carrying out and provision in accordance with the principles of good estate management of those of the applicable Effective Time, Building Services and those of the Basement Services and the Public Area Services in each Service Provider agrees to provide, or to cause one or more case which are required for the proper and permitted use and enjoyment of its Subsidiaries to provide, the Premises and the Granted Easements during Business Hours subject to the provisions of Schedule 3 and where applicable Service Recipientthe provisions of the Head Lease and provided nevertheless that: - 4.5.1 the Landlord shall be entitled to employ (at reasonably competitive rates) agents, managers and contractors (including independent contractors) or such other persons as the Landlord may from time to time reasonably think fit and (on reasonably competitive terms) to buy, hire, rent or acquire on hire purchase or by way of lease any plant, equipment, machinery, systems or any Subsidiary of such Service Recipientitems required for or in connection with the Building Services and the costs, fees, charges, expenses and outgoings paid or incurred as a result shall be included in the applicable services (Expenditure; 4.5.2 the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service Landlord shall not be provided), responsible for any temporary delay or (ii) UTC identifies a service that Carrier omission in carrying out or Otis provided providing the Building Services; 4.5.3 the Landlord shall be entitled to it cease or temporarily withdraw or procure the cessation or temporary withdrawal of the provision of or add to or procure the addition of any item of Building Services or any matter or thing referred to in Part 2 of Schedule 3 if the Landlord at its Subsidiaries prior absolute discretion deems it desirable or expedient so to do in the applicable Distribution Date that it reasonably needs in order for interests of good estate management; 4.5.4 the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service Landlord shall not be provided), responsible for any failure or delay in carrying out or providing any of the Building Services unless and until it has received written notice of such failure or delay from the Tenant (and then only subject to the provisions of this Lease) and if the Landlord shall then fail or continue to delay in carrying out or providing any of the Services or procuring same then, in each case, if such Party provides written notice subject to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional servicesprovisions of this Lease, the “Additional Services”); provided, however, that no Party Tenant’s sole remedy shall be obligated an action to provide any Additional Service if it does not, compel the same to be carried out and provided in its reasonable judgment, have adequate resources to provide such Additional Service or if accordance with the provision obligations of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that Landlord under this Lease; 4.5.5 the applicable Party Landlord shall not be required to provide responsible for any Additional Services if the applicable Parties are unable to reach agreement failure or delay on the terms thereof part of the Basement Company or the Public Areas Management Company in carrying out or providing any of the Basement Services or as the case may be the Public Area Services but the Landlord will take such steps as are reasonable to procure that such of the Basement Services and Public Area Services as are necessary for the permitted use and enjoyment of the Premises are provided (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), but on the applicable Parties shall negotiate in good faith basis that the terms of reasonable costs fees charges expenses and outgoings properly incurred as a supplement to the applicable Schedule, which terms result shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described included in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this AgreementExpenditure).

Services. Printlean is dedicated to making our Services the best they can be, but we’re not perfect and sometimes things can go wrong. You understand that our Services are provided “as is,” with all faults and without any kind of warranty (a) Commencing as of the applicable Effective Timeexpress or implied), each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order except for the Carrier Business warranties provided with respect to Products in Section 6 below. TO THE FULLEST EXTENT PERMITTED BY LAW, WE ARE EXPRESSLY DISCLAIMING ANY AND ALL WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES OR CONDITIONS IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, WITH RESPECT TO OUR SERVICES, EXCEPT FOR THE WARRANTIES OR CONDITIONS PROVIDED WITH RESPECT TO PRODUCTS IN SECTION 6 BELOW. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. We do not guarantee that: 1. the Services will be secure or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business available at any particular time or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service location – Printlean shall not be provided)liable for any delays, interruptions or (ii) UTC identifies a service that Carrier or Otis provided to it or any loss of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs data in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties use of our Site and Services. Printlean shall negotiate in good faith the terms of a supplement strive to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to ensure that in which the Services are described carried out in other locations in case it is not possible to carry them out at the existing Scheduleslocation the Services were initially intended to be performed at. 2. Each supplement to any errors for which Printlean is responsible will be corrected; 3. the applicable Schedule, as agreed to in writing by Services will always be free of viruses or other harmful materials; or 4. the applicable Parties, shall be deemed part results of this Agreement as of using the date of such agreement and Services will meet your expectations. You use the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementsolely at your own risk.

Services. (a) Commencing as of During the applicable Effective TimeTerm, subject to Section 2(b), Sellers shall, and shall cause each Service Provider agrees to provideproviding Seller Services to, or to cause one or more of its Subsidiaries to provide, provide to the applicable Service Recipient, or any Subsidiary of such Service RecipientCompany, the applicable services (the “Seller Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier directly or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such through Third Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this AgreementProviders, in each case subject to the terms and conditions set forth herein. Subject to Section 2(b), the Services requested hereunder may be only those that were (i) provided to the Business during the period beginning August 15, 2012 and ending as of the date hereof (the “Prior Period”) or (ii) contemplated by Sellers during the Prior Period to be provided to the Business during the Term if Sellers had continued to operate the Business. The Services which may be requested hereunder in accordance with the terms and conditions of this Agreement shall be (i) substantially equivalent in scope and volume as the Services provided during the Prior Period, (ii) at least as complete in all material respects in which such Services have been provided during the Prior Period (except as expressly agreed to otherwise), (iii) provided with the same degree of skill, care and diligence as provided during the Prior Period, and (iv) given substantially equal priority and substantially equal treatment that such Services received during the Prior Period. Service Providers’ obligation to provide sales Services at current levels is dependent on its ability to maintain intact its current sales force, of which there can be no assurance. Failure of Service Provider to retain a contract sales force sufficient to provide sales Services hereunder shall not constitute a breach of this Agreement, provided, that Service Provider has used commercially reasonable efforts to retain its sales force and replace lost personnel. (b) The parties hereto acknowledge that the Services provided to the Business or contemplated to be provided during the Prior Period may not include certain other services that may be necessary to facilitate the transactions contemplated by the Purchase Agreement. The Service Recipient may request in writing such other additional services from Service Provider (each, an “Additional Service”), as necessary to facilitate the transactions contemplated by the Purchase Agreement. Service Provider will consider any such request for Additional Services promptly and in good faith. In the event that the parties agree that Service Provider should provide any such Additional Service, the parties shall execute an appropriate ancillary agreement for such Additional Services. Each such ancillary agreement shall set forth, among other things, (i) the time period during which such Additional Service shall be provided, (ii) a description of such Additional Service in reasonable detail, (iii) the cost and fee to the Service Recipient for such Additional Service (it being agreed that the charge for such service shall be determined using the methodology consistent with the methodology used to calculate charges for similar Services provided hereunder, where appropriate), and (iv) any additional terms and conditions specific to such Additional Service. Service Provider’s obligations with respect to providing any such Additional Service shall become effective only upon mutual agreement of the parties as reflected in any such ancillary agreement being duly executed and delivered by each party. (c) Unless otherwise expressly mutually agreed in writing, in no event shall any such modification or supplement to Schedule I or the execution of any ancillary agreements result in any change in the fees currently set forth in Schedule I with respect to the Services set forth therein. (d) Notwithstanding anything to the contrary in this Section 2, Service Provider shall provide (or cause to be provided) to Service Recipient any reasonable cooperation and assistance requested by Service Recipient for the transition from Services to replacement services, whether such replacement services are to be provided by Service Recipient or any other Person, including without limitation, allocating and providing commercially reasonable access to appropriate personnel and making available (or having made available) on a timely basis to Service Recipient all non-privileged and non-confidential information and materials reasonably requested by Service Recipient about the Services and descriptions of the information technology systems used in connection with the provision of such Services. All services provided under this Section 2(d) by Service Provider shall be deemed to be Services under this Agreement and Service Provider shall be compensated for such Services. During the Term and subject to the last sentence of this Section 2(d), Service Provider shall deliver to Service Recipient such non-privileged and non-confidential documents, records and information as are reasonably necessary to achieve such transition. Immediately upon the termination or expiration of this Agreement (i) Service Provider shall promptly deliver to Service Recipient copies of any and all such remaining documents, records and information in Service Provider’s possession which Service Recipient is entitled pursuant to the Purchase Agreement and (ii) Service Recipient shall promptly return to Service Provider all such non-privileged and non-confidential documents, records and information in Service Recipient’s possession or under its control, other than those non-privileged and non-confidential documents, records and information that Service Recipient is entitled to retain pursuant to the Purchase Agreement. For the purposes of this Section 2(d), “non-confidential”, as it relates to documents, records and information, shall include information and materials for which the Service Provider (or its Affiliate) does not owe a duty or obligation of non-disclosure to a Third Party. (e) The Service Recipient understands that certain Services may be provided to it by the Service Provider pursuant to agreements between either the Service Provider or the Service Recipient and various Third Parties. With respect to any of the Services that are currently performed under any Assumed Contract, to the extent provided for in Schedule I, the Service Provider will reasonably assist the Service Recipient in managing the activities of such Third Parties in the specified areas of Services but shall not be responsible or liable for any acts or omissions of any such Third Party or the failure of any such Third Party to perform its obligations under an Assumed Contract, except to the extent that such failure is the result of any breach of this Agreement by Sellers. (f) The Service Recipient will reasonably cooperate with the Service Provider in order to facilitate the provision and receipt of the Services, including providing all information necessary to enable Service Provider to comply with any reporting obligations it may have

Services. (a) Commencing 10.1 XXXXXXXXXXX shall provide the Shared Services as of listed in Appendix 10 to Newmarket Hydro Ltd. for as long as XXXXXXXXXXX is operating the applicable Effective TimeGenerating Station Site or such services are otherwis e being generally provided by it for the Generating Station Site. In the event that a Generation Station is mothballed, each Service Provider agrees to provide, not in operation or to cause one such utilities and services are not provided by XXXXXXXXXXX or more of its Subsidiaries to provide, otherwise available to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided Generating Station Site then XXXXXXXXXXXX obligation to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed supply Newmarket Hydro Ltd. such service shall not be provided)cease: temporarily if the interruption of supply is of a temporary nature or, or (ii) UTC identifies a service that Carrier or Otis provided to it or any if the termination of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and supply of such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional servicesis of a permanent nature, then the applicable other Party obligation of XXXXXXXXXXX to supply such services shall use its commercially reasonable efforts come to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; an end upon compliance with and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms of Section 5.1 of Part 1. 10.2 Provided that XXXXXXXXXXX shall not be liable to Newmarket Hydro Ltd. in the event Newmarket Hydro Ltd. suffers damages directly or indirectly as a result of the failure to deliver such services in a timely manner, for any other reasons whatsoever, except to the extent that the failure to supply is attributable to the negligent acts or omissions of XXXXXXXXXXX, its employees or agents. 10.3 In the event of default under Subsection 10.1 which remains uncured, or for which corrective action has not been expeditiously taken, for more than 5 business days after notice of default, or in the event of a pattern of default cured or uncured, the non -defaulting Party shall be entitled to terminate this Agreement in respect of the Shared Services and conditions the defaulting Party shall pay the Least Cost Alternative of providing the non-defaulting Party with such services in accordance with Subsection 6.1 of Part 1 of this Agreement. 10.4 Revision to cost of service charges shall be negotiated subject to subsection 10.5 where the continued service providing infrastructure or equipment has reached end-of-life or requires major cost to repair. 10.5 Charges for all Shared Services shall be based on a cost recovery basis and unless otherwise provided shall be pro-rated on the basis the Parties’ actual use thereof. 10.6 In the event that either Party requires Shared Services in excess of those provided on the Commencement Date, and the Party providing the Shared Service has to incur additional capital costs to accommodate such increases, the Party requesting the additional service shall be billed such incremental capital costs. The foregoing provisions shall also apply to a temporary expansion of Shared Services under which the service provider incurs additional cost (example would be a finite duration project undertaken by Newmarket Hydro Ltd. which necessitates bringing a construction workforce on site). 10.7 Notwithstanding anything to the contrary contained herein, the provisions of this Section 10 shall be subject to Section 5 of Part 1 this Agreement.

Services. (a) Commencing During the term of this Agreement, BMP will render to the Company, by and through itself, its affiliates and such respective officers, employees, representatives as BMP in its sole discretion may designate from time to time, such monitoring, advisory and consulting services in relation to the affairs of the applicable Effective TimeCompany and its subsidiaries as the Company may reasonably request, each Service Provider agrees to provideincluding, without limitation, (i) advice regarding the structure, terms, conditions and other provisions, distribution and timing of debt and equity offerings and advice regarding relationships with the Company’s and its subsidiaries’ lenders and bankers, (ii) advice regarding dispositions and/or acquisitions and (iii) such other advice directly related or to cause one or more of its Subsidiaries to provide, ancillary to the applicable Service Recipientabove financial advisory services as may be reasonably requested by the Company. However, or BMP will have no obligation to provide any Subsidiary other services to the Company absent agreement between BMP and the Company over the scope of such Service Recipient, other services and the applicable services (the “Services”) set forth on the Schedules heretopayment therefor. (b) After If the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it Company or any of its Subsidiaries prior to the applicable Distribution Date subsidiaries determines that it reasonably needs in order is advisable for the Carrier Business Company or Xxxx Businesssuch subsidiary to hire a financial advisor, as applicableconsultant, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it investment banker or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs similar advisor in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any merger, acquisition, disposition, recapitalization, issuance of securities, financing or any similar transaction, it will notify BMP of such determination in writing. Promptly thereafter, upon the request for Additional Services in accordance with this Section 2.01(b)of BMP, the applicable Parties shall parties will negotiate in good faith to agree upon appropriate services, compensation and indemnification for the Company or such subsidiary to hire BMP or one of its affiliates for such services. The Company and its subsidiaries may not hire any person, other than BMP or one of its affiliates, to perform any such services unless all of the following conditions have been satisfied: (i) the parties are unable to agree upon the terms of the engagement of BMP or its affiliate to render such services after 30 days following receipt by BMP of such written notice, (ii) such other person has a supplement reputation that is at least equal to the applicable Schedulereputation of BMP in respect of such services, (iii) ten business days have elapsed after the Company or such subsidiary provides a written notice to BMP of its intention to hire such other person, which terms notice shall be consistent with the terms of, identify such other person and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the naturenature of the services to be provided, scopethe compensation to be paid and the indemnification to be provided, Service Period(s), termination provisions and other terms applicable (iv) the compensation to such Additional Services in a manner similar be paid is not more than BMP or its affiliate was willing to that in which the Services are described accept in the existing Schedules. Each supplement negotiations described above and (v) the indemnification to be provided is not more favorable to the applicable Schedule, as agreed to in writing by Company or the applicable Parties, shall be deemed part of this Agreement as of subsidiary than the date of such agreement and indemnification that BMP or its affiliate was willing to accept in the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementnegotiations described above.

Services. (a) Commencing as of the applicable Effective Time, each The Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, provide the Services set out in Appendix 1: Services to the applicable Service Recipient, or any Subsidiary of such Service Recipient, Recipient in accordance with the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date terms of this Service Contract. Each Party undertakes to ensure that: it will not use or permit others to use any Services for any improper or unlawful purpose; and it will hold at all relevant times for the duration of this Service Contract all required authorisations and meet all other legal and regulatory requirements which are necessary in order to provide and avail itself of the Services, and will not knowingly (having made all enquiries which would reasonably be expected of a reputable and competent electronic communications operator) cause the other Party to breach any such authorisation and/or legal and regulatory requirements. For the avoidance of doubt, neither Party shall: hand over to the other Party Calls of any category, unless the other Party has agreed to convey or terminate Calls of that category in Appendix 1: Services; have an obligation to convey or terminate Calls of any category, unless it has agreed to convey or terminate Calls of that category in Appendix 1: Services. The Parties agree that the activities and/or functions described in Appendix 8 (which Appendix may be updated by agreement between the Parties in writing from time to time) each constitute an “Irregular Activity” for the purposes of the Framework Agreement, if (i) Carrier . OLO does not warrant that the OLO System or Otis identifies a service that UTC provided to it the OLO Services or any of them will be timely, secure, uninterrupted free from faults or that any particular volume of Calls can or will be terminated on its Subsidiaries prior to System or that the applicable Distribution Date Services will meet MTN SA’s needs. MTN SA does not warrant that it reasonably needs in order for the Carrier Business MTN SA System or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it MTN SA Services or any of them will be timely, secure, uninterrupted free from faults or that any particular volume of Calls can or will be terminated on its Subsidiaries prior System or that the Interconnect Services will meet OLO’s needs. Each Party warrants that: it has full power and authority to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Dateenter into, perform and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use observe its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional obligations under this Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s businessContract; and providedit has taken all necessary action to authorise the execution, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services delivery and performance of this Service Contract in accordance with its terms. Save as expressly stated in this Section 2.01(b)Service Contract, neither Party has an obligation of any kind to the applicable Parties shall negotiate in good faith other Party beyond the terms obligations to exercise the reasonable skill and care of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided competent electronic communications operator in performing its obligations under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this AgreementContract.

Services. (a) Commencing as EVERTEC will provide to COMPANY, BPPR, and their respective Subsidiaries the Services which are listed in Exhibit B, attached hereto, including the additional descriptions of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary certain of such Service Recipient, Services in the applicable services (the “Services”) set forth on the Schedules hereto.document Rate Matrix and Printing & Distribution included as Schedule 1 to Exhibit B. (b) After None of the date Services shall be subject to any exclusivity. COMPANY, BPPR, and their respective Subsidiaries may use a Third Party to provide any of this Agreementthe Services and COMPANY, if BPPR, and their respective Subsidiaries may perform any of the Services themselves or through their Subsidiaries, irrespective of whether any such Service has been terminated in whole or in part. To the extent there are exclusivity terms included in a Service Addendum or SOW existing as of the Effective Date, those exclusivity terms shall not apply after the Effective Date. To the extent there are minimum commitments or termination fees included in a Service Addendum or SOW as of the Effective Date, those termination fees and minimum commitments shall not apply after the Effective Date other than under the Statement of Work for Amazon Connect ACD and IVR Services dated November 3, 2021, as amended. (c) If COMPANY or BPPR performs itself, or retains a third party to perform, any services that interface or interact with the Services, or that are or formerly were, part of the Services, EVERTEC will, at COMPANY or BPPR’s cost, cooperate and coordinate with COMPANY and BPPR or such third party as reasonably required for COMPANY and BPPR or the third party to perform such services. EVERTEC’s cooperation and coordination with COMPANY, BPPR and any such third party will include, as applicable: (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior providing reasonable access to the equipment and software used in providing the Services via API or other reasonable method agreed by the parties (subject to any applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be providedEVERTEC Security Requirements), or ; (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to providing such reasonable information regarding the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Dateoperating environment, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions system constraints and other terms applicable operating parameters as a person with reasonable commercial skills and expertise would find reasonably necessary for COMPANY and BPPR or the third party to such Additional Services in a manner similar perform its work; (iii) providing access to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing BPPR Data stored by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.EVERTEC; and

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject Subject to the terms and conditions of this Agreement, Red Lion shall provide (or cause to be provided) to the Navy Group (i) the services listed on Schedule A to this Agreement and (ii) access to facilities listed on Schedule B to this Agreement ((i) and (ii) collectively, the “Services”). All Services shall be solely for the use and benefit of Navy and its Subsidiaries in conducting their ongoing operations after the Separation. (b) At all times during the performance of the Services, all Persons performing such Services (including agents, temporary employees, independent third parties, and consultants), who are collectively referred to herein as the “Red Lion Employees”, shall be construed as being independent from the Navy Group and no Red Lion Employee shall be considered or deemed to be an employee of any member of the Navy Group nor entitled to any employee benefits from any member of the Navy Group as a result of this Agreement. For the avoidance of doubt, Red Lion acknowledges and agrees that throughout the period that a Red Lion Employee is providing Services hereunder, Red Lion is solely responsible for the payment of wages, providing of benefits and satisfaction of all employment-related obligations (including without limitation all obligations with respect to employee leave, immigration, recordkeeping, employment-related taxes and compliance with all labor and employment laws). Navy acknowledges and agrees that, except as may be expressly set forth herein as a Service (including such agreed Additional Services to be provided pursuant to Section 2.01(c) below) or otherwise expressly set forth in the Separation Agreement, or other binding definitive agreement, Red Lion shall not be obligated to provide, or cause to be provided, any service or goods to any member of the Navy Group. (c) If, within one hundred and eighty (180) days after the Separation Date, the Parties determine that a service provided by Red Lion to any member of the Navy Group prior to the date hereof was omitted from the Schedules to this Agreement (each, an “Additional Service”), then the Parties shall negotiate in good faith to agree to the terms and conditions upon which such services would be added to this Agreement, it being agreed that the charges for such services should be determined on a basis consistent with the methodology for determining the initial prices provided for in Section 5.01.

Services. (a) Commencing as PRGUSA shall provide to Purchaser each of the applicable Effective TimeServices for the term set forth opposite the description of such Services in Schedule A. In performing the Services, each Service Provider agrees to providePRGUSA shall provide substantially the same level of service and use substantially the same degree of care, or to cause one or more of its Subsidiaries to provide, skill and diligence as it provided and used in providing such Services to the applicable Service RecipientBusiness prior to the date hereof, or subject in each case to any Subsidiary of such Service Recipient, the applicable services (the “Services”) provisions set forth on the Schedules hereto. (b) After the date of this Agreement, if Schedule A with respect to each Service. PRGUSA agrees that (i) Carrier or Otis identifies the Services will be performed in a service that UTC provided to it or any professional, timely and workmanlike manner, (ii) the Services will be of its Subsidiaries the same quality and in the same manner of performance as such Services were performed immediately prior to the applicable Distribution Date Closing to the Business and (iii) the level and scope of resources, including personnel, utilized by PRGUSA to provide the Services shall be no less than those that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated were utilized immediately prior to the applicable Distribution DateClosing. It will be at PRGUSA's discretion as to whether enhancements or modifications to PRGUSA's systems will be made available to Purchaser, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service the foregoing will not reduce or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with relieve Purchaser's obligations under this Section 2.01(b)2. Purchaser will reasonably cooperate with PRGUSA to facilitate PRGUSA's performance hereunder. EXCEPT AS SPECIFIED IN THIS AGREEMENT, the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable ScheduleALL SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS. EXCEPT AS SPECIFIED IN THIS AGREEMENT, which terms shall be consistent with the terms ofNEITHER PRGUSA NOR ANY OF ITS AFFILIATES, and the pricing methodology used forEMPLOYEES, similar Services provided under this AgreementOFFICERS, DIRECTORS, AGENTS OR LICENSORS WARRANTS THAT THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT WILL BE UNINTERRUPTED OR ERROR FREE. Upon the mutual written agreement of the applicable PartiesEXCEPT AS SPECIFIED IN THIS AGREEMENT, the supplement to the applicable Schedule shall describe in reasonable detail the naturePRGUSA AND ITS AFFILIATES, scopeEMPLOYEES, Service Period(s)OFFICERS, termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable ScheduleDIRECTORS, as agreed to in writing by the applicable PartiesAGENTS AND LICENSORS MAKE NO WARRANTY, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this AgreementGUARANTEE OR REPRESENTATION EITHER EXPRESS OR IMPLIED REGARDING THE MERCHANTABILITY, in each case subject to the terms and conditions of this AgreementTITLE, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT.

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject Subject to the terms and conditions contained in this Agreement and during the Term hereof, beginning on the Closing Date, PwC Firm will provide PwCC and its Subsidiaries and Affiliates the services which were provided by or on behalf of this AgreementPwC Firm or its Subsidiaries or Affiliates as of the Closing Date to the consulting business (these Services to set forth on SCHEDULE A ("Basic Services")), together with any Additional Services or Differing Services requested by PwCC, and agreed to by PwC Firm in accordance with the terms hereof (the "Services"). PwCC shall pay for the Basic Services in accordance with the provisions set forth in Section 4.1. On and after the Closing Date, and unless otherwise agreed pursuant to the terms hereof, PwC Firm will provide, and PwCC will receive, the following Basic Services, each as further described in SCHEDULE A: Infrastructure (including real estate services, office services, travel, procurement and physical security), Finance (including transaction processing), Technology Solutions (including telecommunications, network services and electronic security), Knowledge Management (including document retention as required to comply with applicable Laws as instructed by PwCC), Human Resources, and Learning and Education. Except as expressly stated on SCHEDULE A-1 as not being provided by PwC Firm or except as contained in SCHEDULE A-2 as a responsibility of PwCC, Basic Services include all services, functions, responsibilities or tasks not specifically described in SCHEDULE A which are required for the proper performance and provision of, or are an inherent part or a necessary subpart of, the Services. If after the Closing Date, PwCC identifies a service that was provided under the MOU or SMOU but was inadvertently omitted from such SCHEDULE A ("Inadvertently Omitted Tasks"), then if PwCC so notifies PwC Firm in writing within thirty (30) days of the Closing Date, such Inadvertently Omitted Tasks shall be deemed to be implied by and included within the scope of the Basic Services to the same extent and in the same manner as if specifically described herein; however, should PwCC fail to so notify PwC Firm of such Inadvertently Omitted Tasks within such thirty (30) day period, PwCC shall have up to six (6) months after the Closing Date to request the provision by PwC Firm of such Inadvertently Omitted Tasks as a Mandatory Differing Service and PwCC shall pay to PwC Firm the associated Costs as set forth in Section 4.1. Upon PwCC's prior written notice, PwC Firm shall provide Basic Services in connection with the Organic Growth of PwCC as a Mandatory Differing Service and PwCC shall pay to PwC Firm the associated Costs as set forth in Section 4.1.

Services. (a) Commencing as Subject to the other provisions of the applicable Effective Timethis Agreement, each Service Provider Seller hereby agrees to provide, or to cause one or more of its Subsidiaries the Providers to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto.: (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs tasks, functions, services and responsibilities set forth in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described Schedules and in the existing Schedules. Each supplement to the applicable Schedule, as any Work Orders agreed to in writing by the Parties; during the Term for the applicable PartiesTSA Period, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to upon the terms and conditions of this Agreement, its Exhibits, Schedules and Work Orders (if any) (collectively, the “Services”), provided that (x) in respect of each TSA EMEA Seller, the Services Schedules set out explicitly each Service which is to be provided by such TSA EMEA Seller and a TSA EMEA Seller shall only be obliged to provide those Services which are so allocated to it and any Migration Services required of it to deliver a Project agreed by the Parties in accordance with Section 2(h), (y) within six (6) months after Closing and with a view to assisting the Purchaser to develop its migration strategy to ensure the stability of the supply of Services to the Purchaser after the first anniversary of the date of this Agreement, the TSA Sellers (other than the TSA EMEA Sellers) will initiate meetings with the Purchaser with a view to assisting them to establish a viable migration strategy for relevant Services, pursuant to which appropriate Migration Services will be identified in accordance with Section 2(h) and Schedule F (Migration), and (z) on the first anniversary of the Closing Date (the “Drop Dead Date”), the TSA EMEA Sellers and the Joint Administrators shall cease to be parties to this Agreement and shall be relieved of any further obligations under this Agreement and any Services to be provided by a TSA EMEA Seller (without prejudice to any claims that have arisen prior to that date). For the purposes of clarity, after the Drop Dead Date, the Sellers (other than the TSA EMEA Sellers) shall likewise have no obligations respecting any Services formerly provided by TSA EMEA Sellers (other than with respect to any Migration Services agreed as aforesaid, respecting any claims that have arisen prior to that date, and as otherwise agreed by the Parties).

Services. (a) Commencing as of the applicable Effective Time, each Service Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the applicable Service Recipient, or any Subsidiary of such Service Recipient, the applicable services (the “Services”) set forth on the Schedules hereto. (b) After the date of this Agreement, if (i) Carrier or Otis identifies a service that UTC provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the Carrier Business or Xxxx Business, as applicable, to continue to operate in substantially the same manner in which the Carrier Business or Xxxx Business, as applicable, operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (ii) UTC identifies a service that Carrier or Otis provided to it or any of its Subsidiaries prior to the applicable Distribution Date that it reasonably needs in order for the UTC Business to continue to operate in substantially the same manner in which the UTC Business operated prior to the applicable Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), then, in each case, if such Party provides written notice to the applicable other Party within sixty (60) days after the applicable Distribution Date requesting such additional services, then the applicable other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of Service Provider’s business; and provided, further, that the applicable Party shall not be required to provide any Additional Services if the applicable Parties are unable to reach agreement on the terms thereof (including with respect to Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b), the applicable Parties shall negotiate in good faith the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the applicable Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject Subject to the terms and conditions of this Agreement, Seller Parent shall provide to Purchaser, its Affiliates or, subject to Section 10.3(b) of the Purchase Agreement, other Designee the services identified in the letter agreement between the Parties (the “Services Letter”) (including any services identified therein in connection with the Logistics Services Addendum, Distribution Services Addendum, Agency Services Addendum or any Interim Business Agreement), as such Services Letter may be supplemented or modified from time to time in accordance with the provisions of this Agreement, including pursuant to Section 2.3(c) (the “Services”). (a) In addition to the Services, Seller Parent shall provide to Purchaser, its Affiliates or other Designee certain quality and regulatory oversight services set forth on Exhibit A. (b) The Parties hereby acknowledge that the Parties may identify certain business initiative projects to support changes in Purchaser’s business operations that require modification to existing Seller Parent business applications, and the Parties shall, as soon as practicable after Seller Parent receives from Purchaser a description of the proposed project, including the intended project goals, scope and other requirements and dependencies necessary to determine costs and duration (but in no event later than sixty (60) days following such receipt), negotiate the commercial terms for the provision of services in respect of such projects, cooperate to minimize the burden on Seller Parent with respect to conducting the projects, including by leveraging Purchaser’s own applicable resources and determine the costs and fees to be paid by Purchaser in a manner reasonably consistent with the methodology used to determine the costs and fees for similar BT Services set forth in the Services Letter as of the Effective Date (if applicable), and which services, following mutual written agreement thereto, will then become part of the Services Letter and shall be at Purchaser’s sole cost and expense. For clarity, any such project shall not be subject to the Cap. (c) For the avoidance of doubt, the Services shall exclude the services identified in Exhibit B (the “Excluded Services”). The provision to the Business of the Excluded Services shall be discontinued as of the Closing Date.