Common use of Standard for Service Clause in Contracts

Standard for Service. (a) The Provider agrees to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, the Provider agrees to respond to any outage, interruption or other failure of which it is aware of a Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the Separation. (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b).

Standard for Service. (a) The Each Provider agrees (i) to perform the any Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and that it provides hereunder with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the such Provider during the one-year period prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that those which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03units; (ii) if specific target performance metrics are set forth in a particular Service Schedule, it will provide the Provider agrees to respond to applicable Services in accordance with such metrics, and (iii) upon receipt of written notice from the Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationDistribution Date or, with respect to services for which same or similar services were not provided prior to the Distribution Date, in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.1(a) so long as the applicable Provider complies with the foregoing clause (iii). (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required 5.1(a), subject to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the RecipientSection 4.1(g). If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable LawsLaw, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 5.1(a) that would apply absent the exception provided for in the first sentence of this Section 5.01(b5.1(b).

Standard for Service. (a) The Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation Time or, if not so previously provided, then substantially similar to that those which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationSeparation Time. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.1 so long as the applicable Provider complies with the foregoing clause (ii). (b) Nothing Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation restriction on the part Provider by an existing contract with a third party that would restrict the nature, quality, standard of care or service levels applicable to delivery of the ProviderServices to be provided by the Provider to the Recipient, the Provider shall use commercially reasonable efforts to promptly send a written notice to notify the Recipient of any such potential violationrestriction. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.015.1. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 5.1 that would apply absent the exception provided for in the first sentence of this Section 5.01(b5.1(b).

Standard for Service. (a) The Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationDistribution Date. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 6.01 so long as the applicable Provider complies with the foregoing clause (ii). (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.016.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 6.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b6.01(b).

Standard for Service. (a) The Each Provider agrees (i) to perform the any Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and that it provides hereunder with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the such Provider during the one-year period prior to the Separation Distribution or, if not so previously provided, then substantially similar to that those which are applicable to similar services provided to the Provider or such Provider’s Affiliates or other business components. Subject to Section 7.03, units and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationDistribution or, with respect to services for which same or similar services were not provided prior to the Distribution, in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.1(a) so long as the applicable Provider complies with the foregoing clause (ii). (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third third-party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third third-party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required 5.1(a), subject to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the RecipientSection 4.1(g). If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable LawsLaw, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 5.1(a) that would apply absent the exception provided for in the first sentence not constitute a violation of this Section 5.01(b)applicable Law or any existing contract or agreement with a third-party.

Standard for Service. (a) The Each Provider agrees (i) to perform any Services that it provides hereunder at substantially the same levels as those Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, were provided by Provider prior to the Distribution Date and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the such Provider during the one-year period prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that those which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03units; (ii) if specific target performance metrics are set forth in a particular Service Schedule, it will provide the Provider agrees to respond to applicable Services in accordance with such metrics; and (iii) upon receipt of written notice from the Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationDistribution Date or, with respect to services for which same or similar services were not provided prior to the Distribution Date, in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of this Section 5.1(a) so long as the applicable Provider complies with the foregoing clause (iii), provided that the Recipient shall be excused from its obligation to pay any applicable Service Charges during the continuance of such outage, interruption, or other failure. (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any such potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the each Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Service, subject to Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient4.1(g). If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable LawsLaw, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 5.1(a) that would apply absent the exception provided for in the first sentence of this Section 5.01(b5.1(b).

Standard for Service. (a) The Except as otherwise provided in this Agreement, and provided that the Provider is not restricted by an existing contract with a third party or by Law, the Provider agrees to perform the Services in a good such that the nature, quality, standard of care and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same service levels at which such Services are performed are no less than the nature, quality, standard of care and service levels at which the substantially same or similar services were performed by or on behalf of the Provider during (which in the one-year period case of Newco and its Subsidiaries providing Services hereunder, shall mean the nature, quality, standard of care and service levels at which the substantially same services were performed by or on behalf of the Contributed Comcast Businesses for Comcast) prior to the Separation Closing Date (or, if not so previously provided, then substantially similar to the same as that which are applicable to similar services provided to the Provider’s Affiliates or other business components). Subject to Section 7.03Notwithstanding the foregoing, the Provider agrees to respond to any outagenature, interruption or other failure quality and standard of which it is aware of a Service in a manner care that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the Separation. (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send provide in delivering a written notice Service shall be substantially the same as the nature, quality and standard of care that the Provider provides to its Affiliates and its other business components with respect to such Service. In the Recipient of event there is any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any restriction on the Provider by an existing contract or agreement with a third party that would restrict the nature, quality or standard of care applicable to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility delivery of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable LawsServices, the Provider shall use its commercially reasonable efforts to seek to obtain a waiver of such restriction from such third party (it being understood that the Provider shall not be required to make any payments (unless the Recipient agrees to reimburse the Provider for such payments) or otherwise grant any accommodation to such third party in order to obtain such waiver) and, if such waiver is not obtained, the Provider shall use its commercially reasonable best efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b)6.01.

Standard for Service. (a) The Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, manner that is substantially similar in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at material respects to which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation Distribution Date or, if not so previously provided, then substantially similar in all material respects to that which are applicable to similar services are provided by or on behalf of such Provider to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar in all material respects to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationDistribution Date. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.1 so long as the applicable Provider complies with the foregoing clause (ii). (b) Nothing Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation restriction on the part Provider by an existing contract with a third party that would restrict the nature, quality, standard of care or service levels applicable to delivery of the ProviderServices to be provided by the Provider to the Recipient, the Provider shall use commercially reasonable efforts to promptly send a written notice to notify the Recipient of any such potential violationrestriction. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.015.1. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 5.1 that would apply absent the exception provided for in the first sentence of this Section 5.01(b5.1(b).

Standard for Service. (a) The Except where the Provider is restricted by an existing contract with a third party or by Law, the Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a any Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the Separation. (b) Nothing in this Agreement Distribution Date. The Parties acknowledge that an outage, interruption or other failure of any Service shall require the Provider to perform or cause not be deemed to be performed any Service to a breach of the extent provisions of this Section 7.01 so long as the manner applicable Provider complies with the foregoing clause (ii). As of, or following, the date of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If this Agreement, if the Provider is or becomes aware of any potential violation restriction on the part Provider by an existing contract with a third-party that would restrict the nature, quality, standard of care or service levels applicable to delivery of the ProviderServices to be provided by the Provider to the Recipient, the Provider shall promptly send a written notice to notify the Recipient of any such potential violation. The Parties each agree restriction (which notice shall in any event precede any change to, or reduction in, the nature, quality, standard of care or service levels applicable to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility delivery of the Recipient. If, with respect to a Service, the Parties, despite the use of Services resulting from such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall restriction) and use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent 7.01, and the exception provided for Parties shall negotiate in good faith an amendment to the first sentence of this Section 5.01(b)applicable Schedule to reflect any such new arrangement.

Standard for Service. (a) The Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation IPO Closing Time or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationIPO Closing Time. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.01 so long as the applicable Provider complies with the foregoing clause (ii). (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b).

Standard for Service. (a) The Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during in the one-year period twelve (12) months prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during in the one-year period twelve (12) months prior to the SeparationDistribution Date. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 6.01 so long as the applicable Provider complies with the foregoing clause (ii). Further, each Recipient acknowledges that the applicable Provider may be providing similar services (or services that involve the same resources as those used to provide the Services) to its internal organizations, Affiliates and/or third parties. Each Provider reserves the right to modify the Services in connection with changes to its internal organization in the ordinary course of business; provided, however, that no such modification may result in any modification that would reduce the benefits provided to the Recipient hereunder in any material respect or increase the Service Charges payable hereunder. (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of: (i) applicable Law, (ii) any of applicable Law the terms, conditions or provisions of the Provider’s organizational documents or (iii) any existing contract or agreement with a third party. Without limitation to the foregoing, nothing in this Agreement shall require the Provider to perform or cause to be performed any Service that would require (x) an amendment to the Provider’s organizational documents or (y) a change in the Provider’s legal form. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01Section 6.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely borne equally by the responsibility of the RecipientParties. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 6.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b6.01(b).

Standard for Service. Without limiting any other provisions in this Agreement (a) The including any applicable standards set forth in Schedule A), Management Services agrees that the Provider agrees to will perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially such that the same nature, quality, degree of skill, standard of care and the service levels at which such Services are performed are no less than the nature, quality, degree of skill, standard of care and the service levels at which the substantially same or similar services were performed provided to the members of the Outdoor Group by or on behalf of the Provider on the date immediately prior to the date hereof or during the one-one year period prior to thereto and, in any case, shall be performed in a timely, professional, workmanlike manner (the Separation or, if not so previously “Standard for Services”); provided, then substantially similar to that (i) during the first six (6) months following the Effective Date, Provider shall not modify the manner in which are applicable to similar services provided to Provider or its Affiliates provides the Provider’s Affiliates Services or other business components. Subject to Section 7.03, the Provider agrees to respond to any outage, interruption or other failure Standard of which it is aware of a Service Services in a manner that is substantially similar adverse to Recipient and (ii) for the remainder of the term of this Agreement, Provider, in its sole discretion and upon at least 15 days’ prior written notice to Recipient, may modify the manner in which it provides the Services to such Recipient to conform to modifications in the manner in which Provider or its Affiliates responded generally provide services to any outage, interruption or other failure member of the same or similar services during the one-year period prior to the Separation. (b) Nothing iHeart Group, in this Agreement shall require the Provider to perform or cause to be performed any Service each case, only to the extent such modification is not adverse (including with respect to the manner Standard for Services) to Recipient in any material respect. Management Services shall assign (to the extent such individuals are available) each of the employees or contractors that have been mutually agreed between IHM and CCOH expressly identified as “dedicated employees” on Schedule A opposite an individual Service to provide the corresponding Services for the period of time set forth on Schedule A throughout the term of such performance would constitute a violation Service. IHM and IHC shall not, and shall cause each Provider to not, terminate the employment or contracting relationship with such employee or contractor for the period of applicable Law or any existing contract or agreement with a third party. If time set forth on Schedule A following the Provider is or becomes aware Effective Date, except for material breach of any potential violation on employment or service agreement, gross negligence, willful misconduct, fraud or other “cause” event. In the part event any such employee or contractor is unable to provide such Service at any time during the term of the Providerapplicable Service, then Management Services will cause the applicable Provider to assign a substitute employee or contractor of comparable skill and experience to provide such Service for the remainder of the term of such Service, which substitute employee or contractor will be subject to prior written approval of the applicable Recipient(s), which approval will not be unreasonably withheld, conditioned or delayed (it being agreed that Provider shall promptly send not be in breach of this Agreement as a written notice result of not assigning a substitute employee or contractor not approved by Recipient so long as Provider continues to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable comply with its efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required sentence to allow the Provider to perform find a substitute employee or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(bcontractor).

Standard for Service. (a) The Except where the Provider is restricted by an existing contract with a third party or by Law, and unless any Schedule hereto indicates otherwise or the parties shall agree in writing to a different arrangement, Red Lion agrees to, and to cause each Provider (i) to comply with all applicable Laws and perform the Services in a good such that the nature, quality, standard of care and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same service levels at which such Services are performed are no less than the nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the onetwelve-year month period prior to the Separation Closing Date (or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ); and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a Service any Services in a manner that is no less than that which is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the onetwelve-year month period prior to the Separation. Closing Date (b) Nothing in this Agreement the Parties acknowledge that an outage, interruption or other failure of any Service shall require the Provider to perform or cause not be deemed to be performed any Service to a breach of the extent provisions of this Section 6.01 so long as the manner applicable Provider complies with this clause (ii)). As of such performance would constitute a violation or following the date of applicable Law or any existing contract or agreement with a third party. If this Agreement, if the Provider is or becomes aware of any potential violation restriction on the part Provider by an existing contract with a third-party that would restrict the nature, quality, standard of care or service levels applicable to delivery of the ProviderServices to be provided by the Provider to the Recipient, the Provider shall promptly send a written notice to notify the Recipient of any such potential violation. The Parties each agree restriction (which notice shall in any event precede any change to, or reduction in, the nature, quality, standard of care or service levels applicable to cooperate delivery of the Services resulting from such restriction) and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith efforts to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 6.01, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect such change to, or reduction in, the nature, quality, standard of care or service levels of the Service, as applicable. The Provider shall have no obligation to provide any Services hereunder in respect of any business, assets or properties acquired by the Recipient or any of its Affiliates subsequent to the Closing Date. (b) It is understood and agreed that would apply absent a Provider may (but is not obligated to) from time to time modify, change or enhance the exception manner, nature, quality and/or standard of care of any Service provided for to the Recipient to the extent such Provider is making a similar change in the first sentence performance of such services for the Provider and its Affiliates. The Provider shall promptly furnish to Recipient notice with respect to such modifications, changes or enhancements, including a reasonably detailed description thereof. To the extent any such modification or change affects a Service and relates to technology, software or information systems, the Provider shall have no obligation to continue to provide, or cause to be provided, such Service using the prior technology, software or information systems, but shall be required to provide such Service in accordance with this Agreement (or an alternate service that meets the requirements for such Service set out in Schedule A) using its upgraded or changed technology, software or information systems. Any reasonable incremental expense incurred by the Provider in making any such modification, change or enhancement to the Services performed hereunder or in providing such Services on an ongoing basis shall be taken into account in the calculation of Service Costs to the extent contemplated by Section 5.01(b5.01(a); provided, no such incremental cost in making any such modification, change or enhancement to the Services performed hereunder or in providing such Services on an ongoing basis shall be taken into account to the extent an alternative service is utilized by Provider. The Provider shall have no obligation to provide, or cause to be provided, Services to the extent any changes are made to the Recipient’s business that materially increase or materially adversely increase the Provider’s burden with respect to the provision of such Services or that make commercially impracticable the provision of such Services, unless and only to the extent the Parties otherwise agree in writing or as expressly set forth herein. (c) The Provider shall have the right to shut down temporarily for maintenance purposes the operation of the Facilities providing any Service whenever, in the Provider’s sole and absolute discretion, such action is necessary; provided, however, that no preplanned temporary shutdown shall occur with less than forty-eight (48) hours’ advance notice to the applicable Recipient. For clarity, the Provider may temporarily close Facilities without advance notice in order to perform emergency or unplanned maintenance. The Provider shall be relieved of its obligations to provide the Services affected by such shutdown during the period that its Facilities are so shut down, and the Recipient shall be relieved of its obligations to pay the Service Charges and potential Termination Charges related to such Services in respect of periods after the date the applicable Services so shut down.

Standard for Service. (a) The Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, manner that is substantially similar in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at material respects to which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation Service Baseline Period or, if not so previously provided, then substantially similar in all material respects to that those which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar in all material respects to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior Service Baseline Period. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the Separationprovisions of this Section 5.1 so long as the applicable Provider complies with the foregoing clause (ii). (b) Nothing Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation restriction on the part Provider by an existing contract with a third party that would restrict the nature, quality, standard of care or service levels applicable to delivery of the ProviderServices to be provided by the Provider to the Recipient, the Provider shall use commercially reasonable efforts to promptly send a written notice to notify the Recipient of any such potential violationrestriction. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.015.1. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 5.1 that would apply absent the exception provided for in the first sentence of this Section 5.01(b5.1(b).

Standard for Service. (a) The Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that those which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationDistribution Date or, with respect to services for which same or similar services were not provided prior to the Distribution Date, in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.01 so long as the applicable Provider complies with the foregoing clause (ii). (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required 5.01(a), subject to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the RecipientSection 4.01(f). If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable LawsLaw, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 5.01(a) that would apply absent the exception provided for in the first sentence of this Section 5.01(b).

Standard for Service. (a) The Except as otherwise provided in this Agreement, and provided that the Provider is not restricted by an existing contract with a third party or by Law, the Provider agrees to perform the Services in a good such that the nature, quality, standard of care and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same service levels at which such Services are performed are no less than the nature, quality, standard of care and service levels at which the substantially same or similar services were performed by or on behalf of the Provider during (which in the one-year period case of Newco and its Subsidiaries and its Affiliates providing Services hereunder, shall mean the nature, quality, standard of care and service levels at which the substantially same services were performed by or on behalf of the NBCU Businesses for GE) prior to the Separation Closing Date (or, if not so previously provided, then substantially similar to the same as that which are applicable to similar services provided to the Provider’s Affiliates or other business components). Subject to Section 7.03Notwithstanding the foregoing, the Provider agrees to respond to any outagenature, interruption or other failure quality and standard of which it is aware of a Service in a manner care that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the Separation. (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send provide in delivering a written notice Service shall be substantially the same as the nature, quality and standard of care that the Provider provides to its Affiliates and its other business components with respect to such Service. In the Recipient of event there is any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any restriction on the Provider by an existing contract or agreement with a third party that would restrict the nature, quality or standard of care applicable to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility delivery of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable LawsServices, the Provider shall use its commercially reasonable efforts to seek to obtain a waiver of such restriction from such third party (it being understood that the Provider shall not be required to make any payments (unless the Recipient agrees to the amount of any such payment and provides the Provider in advance with the funds to enable the Provider to make such payment) or otherwise grant any accommodation to such third party in order to obtain such waiver) and, if such waiver is not obtained, the Provider shall use its commercially reasonable best efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b)7.01.

Standard for Service. (a) The Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with at least substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation Effective Time or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is at least substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationEffective Time. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.01 so long as the applicable Provider complies with the foregoing clause (ii). In addition, the Provider will perform all Services in a professional and workmanlike manner. (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third third-party. If the Provider is or becomes aware of any such potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third third-party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b)5.01.

Standard for Service. (a) The Each Provider agrees (i) to perform any Services that it provides hereunder at substantially the same levels as those Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, were provided by Provider prior to the Distribution Date and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the such Provider during the one-year period prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that those which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03units; (ii) if specific target performance metrics are set forth in a particular Service Schedule, it will provide the Provider agrees to respond to applicable Services in accordance with such metrics, and (iii) upon receipt of written notice from the Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationDistribution Date or, with respect to services for which same or similar services were not provided prior to the Distribution Date, in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.1(a) so long as the applicable Provider complies with the foregoing clause (iii). (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-third- party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required 5.1(a), subject to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the RecipientSection 4.1(g). If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable LawsLaw, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 5.1(a) that would apply absent the exception provided for in the first sentence of this Section 5.01(b5.1(b).

Standard for Service. (a) The Each Provider agrees (i) to perform any Services that it provides hereunder at substantially the same levels as those Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, were provided by Provider prior to the Distribution Date and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the such Provider during the one-year period prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that those which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03units; (ii) if specific target performance metrics are set forth in a particular Service Schedule, it will provide the Provider agrees to respond to applicable Services in accordance with such metrics, and (iii) upon receipt of written notice from the Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationDistribution Date or, with respect to services for which same or similar services were not provided prior to the Distribution Date, in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.1(a) so long as the applicable Provider complies with the foregoing clause (iii). (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required 5.1(a), subject to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the RecipientSection 4.1(g). If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable LawsLaw, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 5.1(a) that would apply absent the exception provided for in the first sentence of this Section 5.01(b5.1(b).

Standard for Service. (a) The Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during in the one-year period twelve (12) months prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during in the one-year period twelve (12) months prior to the SeparationDistribution Date. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 6.01 so long as the applicable Provider complies with the foregoing clause (ii). Further, each Recipient acknowledges that the applicable Provider may be providing similar services (or services that involve the same resources as those used to provide the Services) to its internal organizations, Affiliates and/or third parties. Each Provider reserves the right to modify the Services in connection with changes to its internal organization in the ordinary course of business; provided, however, that no such modification may result in any modification that would reduce the benefits provided to the Recipient hereunder in any material respect or increase the Service Charges payable hereunder. (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of: (i) applicable Law, (ii) any of applicable Law the terms, conditions or provisions of the Provider’s organizational documents or (iii) any existing contract or agreement with a third party. Without limitation to the foregoing, nothing in this Agreement shall require the Provider to perform or cause to be performed any Service that would require (x) an amendment to the Provider’s organizational documents or (y) a change in the Provider’s legal form. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this this Section 5.016.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely borne equally by the responsibility of the RecipientParties. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 6.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b6.01(b).

Standard for Service. (a) The Except where the Provider is restricted by an existing contract with a third party or by Law, the Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation IPO Closing Date or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a any Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the Separation. (b) Nothing in this Agreement IPO Closing Date. The Parties acknowledge that an outage, interruption or other failure of any Service shall require the Provider to perform or cause not be deemed to be performed any Service to a breach of the extent provisions of this Section 7.01 so long as the manner applicable Provider complies with the foregoing clause (ii). As of, or following, the date of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If this Agreement, if the Provider is or becomes aware of any potential violation restriction on the part Provider by an existing contract with a third-party that would restrict the nature, quality, standard of care or service levels applicable to delivery of the ProviderServices to be provided by the Provider to the Recipient, the Provider shall promptly send a written notice to notify the Recipient of any such potential violation. The Parties each agree restriction (which notice shall in any event precede any change to, or reduction in, the nature, quality, standard of care or service levels applicable to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility delivery of the Recipient. If, with respect to a Service, the Parties, despite the use of Services resulting from such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall restriction) and use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent 7.01, and the exception provided for Parties shall negotiate in good faith an amendment to the first sentence of this Section 5.01(b)applicable Schedule to reflect any such new arrangement.

Standard for Service. (a) The Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period 12 months prior to the Separation Distribution Date or as otherwise provided in the Schedules or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to ; and (ii) upon receipt of written notice from the Provider’s Affiliates or other business components. Subject to Section 7.03, the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, except as otherwise provided in the Schedules, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationDistribution Date. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.01 so long as the applicable Provider complies with the foregoing clause (ii). (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would be prohibited by or constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.015.01(a) and/or the applicable Schedule. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 5.01(a) and in the applicable Schedules that would apply absent the exception provided for in the first sentence of this Section 5.01(b).

Standard for Service. (a) The Except where the Provider is restricted by an existing contract with a third party or by Law, and unless any Schedule hereto indicates otherwise or the parties shall agree in writing to a different arrangement, Navy agrees to, and to cause each Provider (i) to comply with all applicable Laws and perform the Services in a good such that the nature, quality, standard of care and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same service levels at which such Services are performed are no less than the nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the onetwelve-year month period prior to the Separation Closing Date (or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ); and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a Service any Services in a manner that is no less than that which is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the onetwelve-year month period prior to the Separation. Closing Date (b) Nothing in this Agreement the Parties acknowledge that an outage, interruption or other failure of any Service shall require the Provider to perform or cause not be deemed to be performed any Service to a breach of the extent provisions of this Section 6.01 so long as the manner applicable Provider complies with this clause (ii)). As of such performance would constitute a violation or following the date of applicable Law or any existing contract or agreement with a third party. If this Agreement, if the Provider is or becomes aware of any potential violation restriction on the part Provider by an existing contract with a third-party that would restrict the nature, quality, standard of care or service levels applicable to delivery of the ProviderServices to be provided by the Provider to the Recipient, the Provider shall promptly send a written notice to notify the Recipient of any such potential violation. The Parties each agree restriction (which notice shall in any event precede any change to, or reduction in, the nature, quality, standard of care or service levels applicable to cooperate delivery of the Services resulting from such restriction) and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith efforts to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 6.01, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect such change to, or reduction in, the nature, quality, standard of care or service levels of the Service, as applicable. The Provider shall have no obligation to provide any Services hereunder in respect of any business, assets or properties acquired by the Recipient or any of its Affiliates subsequent to the Closing Date. (b) It is understood and agreed that would apply absent a Provider may (but is not obligated to) from time to time modify, change or enhance the exception manner, nature, quality and/or standard of care of any Service provided for to the Recipient to the extent such Provider is making a similar change in the first sentence performance of such services for the Provider and its Affiliates. The Provider shall promptly furnish to Recipient notice with respect to such modifications, changes or enhancements, including a reasonably detailed description thereof. To the extent any such modification or change affects a Service and relates to technology, software or information systems, the Provider shall have no obligation to continue to provide, or cause to be provided, such Service using the prior technology, software or information systems, but shall be required to provide such Service in accordance with this Agreement (or an alternate service that meets the requirements for such Service set out in Schedule A) using its upgraded or changed technology, software or information systems. Any reasonable incremental expense incurred by the Provider in making any such modification, change or enhancement to the Services performed hereunder or in providing such Services on an ongoing basis shall be taken into account in the calculation of Service Costs to the extent contemplated by Section 5.01(b5.01(a); provided, no such incremental cost in making any such modification, change or enhancement to the Services performed hereunder or in providing such Services on an ongoing basis shall be taken into account to the extent an alternative service is utilized by Provider. The Provider shall have no obligation to provide, or cause to be provided, Services to the extent any changes are made to the Recipient’s business that materially increase or materially adversely increase the Provider’s burden with respect to the provision of such Services or that make commercially impracticable the provision of such Services, unless and only to the extent the Parties otherwise agree in writing or as expressly set forth herein. (c) The Provider shall have the right to shut down temporarily for maintenance purposes the operation of the Facilities providing any Service whenever, in the Provider’s sole and absolute discretion, such action is necessary; provided, however, that no preplanned temporary shutdown shall occur with less than forty-eight (48) hours’ advance notice to the applicable Recipient. For clarity, the Provider may temporarily close Facilities without advance notice in order to perform maintenance in response to an emergency or an event that impairs the use of the Facility. The Provider shall be relieved of its obligations to provide the Services affected by such shutdown during the period that its Facilities are so shut down, and the Recipient shall be relieved of its obligations to pay the Service Charges and potential Termination Charges related to such Services in respect of periods after the date the applicable Services so shut down.

Standard for Service. (a) The Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during in the one-year period twelve (12) months prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during in the one-year period twelve (12) months prior to the SeparationDistribution Date. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 6.01 so long as the applicable Provider complies with the foregoing clause (ii). Further, each Recipient acknowledges that the applicable Provider may be providing similar services (or services that involve the same resources as those used to provide the Services) to its internal organizations, Affiliates and/or third parties. Each Provider reserves the right to modify the Services in connection with changes to its internal organization in the ordinary course of business; provided, however, that no such modification may result in any modification that would reduce the benefits provided to the Recipient hereunder in any material respect or increase the Service Charges payable hereunder. (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of: (i) applicable Law, (ii) any of applicable Law the terms, conditions or provisions of the Provider’s organizational documents or (iii) any existing contract or agreement with a third party. Without limitation to the foregoing, nothing in this Agreement shall require the Provider to perform or cause to be performed any Service that would require (x) an amendment to the Provider’s organizational documents or (y) a change in the Provider’s legal form. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01Section 6.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 6.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b6.01(b).