Common use of Standard for Service Clause in Contracts

Standard for Service. Except where GGP is restricted by an existing Contract with a third party or by Law, GGP agrees (i) to perform the Services such that the nature, quality, standard of care and the service levels at which such Services are performed are no less than that which are substantially similar to the nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of GGP prior to the Plan Effective Date (or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to GGP’s Subsidiaries or other business components), but in any event, in at least a good and workmanlike manner in accordance with past practice; (ii) upon receipt of written notice from Spinco identifying any outage, interruption or other failure of any Service, to respond to such outage, interruption or other failure of any Services in a manner that is no less than that which is substantially similar to the manner in which GGP or its Subsidiaries responded to any outage, interruption or other failure of the same or similar services prior to the Plan Effective 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 GGP complies with this clause (ii)). As of or following the date of this Agreement, if GGP is or becomes aware of any restriction on GGP 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 Services to be provided by GGP to Spinco, GGP shall (x) promptly notify Spinco of any such restriction (which notice shall in any event promptly follow any change to, or reduction in, the nature, quality, standard of care or service levels applicable to delivery of the Services resulting from such restriction), (y) use commercially reasonable efforts to negotiate an amendment to the Contract to remove such restriction or otherwise obtain the third party’s consent to allow the Services to be performed to the standards described in this Section 6.01, and (z) use commercially reasonable efforts to provide such Services in a manner as closely as possible to the standards described in this Section 6.01 while attempting to secure the amendment or consent contemplated by (y). To the extent that GGP is unable to obtain the amendment or consent described above, the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement.

Standard for Service. Except where GGP is restricted by an existing Contract with a third party or by Law, GGP agrees (i) to perform the Services such that the nature, quality, standard of care and the service levels at which such Services are performed are no less than that which are substantially similar to the nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of GGP prior to the Plan Effective Distribution Date (or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to GGP’s Subsidiaries or other business components), but in any event, in at least a good and workmanlike manner in accordance with past practice; (ii) upon receipt of written notice from Spinco identifying any outage, interruption or other failure of any Service, to respond to such outage, interruption or other failure of any Services in a manner that is no less than that which is substantially similar to the manner in which GGP or its Subsidiaries responded to any outage, interruption or other failure of the same or similar services prior to the Plan Effective Distribution 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 GGP complies with this clause (ii)). As of or following the date of this Agreement, if GGP is or becomes aware of any restriction on GGP 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 Services to be provided by GGP to Spinco, GGP shall (x) promptly notify Spinco of any such restriction (which notice shall in any event promptly follow any change to, or reduction in, the nature, quality, standard of care or service levels applicable to delivery of the Services resulting from such restriction), (y) use commercially reasonable efforts to negotiate an amendment to the Contract to remove such restriction or otherwise obtain the third party’s consent to allow the Services to be performed to the standards described in this Section 6.01, and (z) use commercially reasonable efforts to provide such Services in a manner as closely as possible to the standards described in this Section 6.01 while attempting to secure the amendment or consent contemplated by (y). To the extent that GGP is unable to obtain the amendment or consent described above, the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement.

Standard for Service. Except where GGP is restricted by an existing Contract with a third party as otherwise provided in this Agreement or by Lawthe TSA Schedules, GGP the Provider agrees (i) to perform the Services each Service such that the nature, quality, standard of care care, level of priority and the service levels level at which such Services are Service is performed are no not materially less than that which are substantially similar to the nature, quality, standard of care care, level of priority and service levels level at which substantially the same or similar services were service was performed by or on behalf of GGP of, in the case Xxxxxxx is the Provider, to the Echo Business, and in the case Newco is the Provider, Newco or the Xxxxxxx Contributed Subsidiaries to the Xxxxxxx Business, during the twelve (12) months prior to the Plan Effective Closing Date (or, if not so previously provided, then substantially similar to the same as that which are applicable to similar services provided to GGP’s Subsidiaries or other business components), but in any eventby, in at least a good and workmanlike manner in accordance with past practice; (ii) upon receipt of written notice from Spinco identifying any outagethe case Xxxxxxx is the Provider, interruption or other failure of any Service, to respond to such outage, interruption or other failure of any Services in a manner that is no less than that which is substantially similar Xxxxxxx to the manner Xxxxxxx Retained Subsidiaries, and in which GGP or the case Newco is the Provider, by Newco to its Subsidiaries responded to any outage, interruption or other failure of the same or similar services prior to the Plan Effective 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 GGP complies with this clause (ii)Subsidiaries). As of or following Without limiting the date of this Agreementforegoing, if GGP in the event there is or becomes aware of any restriction on GGP by the Provider under an existing Contract contract with a third-third party that would restrict the nature, quality, quality or standard of care or service levels applicable to delivery of the Services a Service to be provided by GGP the Provider to Spincothe Recipient, GGP the Provider shall (x) promptly notify Spinco provide notice to the Recipient of any such restriction (which notice and the Parties shall reasonably cooperate in any event promptly follow any change to, good faith to mutually agree on alternative arrangements or reduction in, the nature, quality, standard of care or service levels applicable to delivery of the Services resulting from such restriction), (y) use commercially reasonable efforts to negotiate an amendment to the Contract to remove such restriction or otherwise obtain the third party’s consent procedures to allow the Services to be performed to the standards described in this Section 6.01, and (z) use commercially reasonable efforts Provider to provide such Services Service in a manner as closely close as possible to the standards described in this Section 6.01 while attempting 3. The Provider shall not be responsible for any inability to secure the amendment provide a Service or consent contemplated by (y). To any delay in doing so to the extent that GGP such inability or delay is unable caused by the failure of the Recipient to obtain timely provide the amendment information, access or consent described aboveother cooperation necessary for the Provider to provide such Service. Without limiting the Provider’s obligation to provide the Services in accordance with the standards set forth in, and subject to, this Section 3, the Parties Provider may supplement, modify, substitute or otherwise alter any of the Services from time to time in a manner that is generally consistent with supplements, modifications, substitutions or alterations made for similar services provided or otherwise made available by the Provider; provided that no such alteration adversely affects, in the case Xxxxxxx is the Provider, the Echo Business or natural expansions or extensions thereof, and in the case Newco is the Provider, the Xxxxxxx Business or natural expansions or extensions thereof, in any material respect. The Recipient may request to modify the terms and conditions relating to the performance of a previously agreed-upon Service in order to resolve issues that were not apparent as of the Effective Date, which may include, among other things, new procedures or processes for providing such Service (a “Service Modification”). In each such case, the Service Coordinators shall negotiate discuss such potential changes and determine possible scope impact on the Services. If the Service Modification is a change to the Service that does not materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, such Service, the Provider shall promptly, at the Recipient’s reasonable cost and expense, implement such Service Modification. In the event the Recipient desires a Service Modification that would materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, the applicable Service, the Provider shall consider approving such Service Modifications in good faith an amendment faith, such approval not to the applicable Schedule to reflect any such new arrangementbe unreasonably withheld, conditioned or delayed.

Standard for Service. Except where GGP Spinco is restricted by an existing Contract with a third party or by Law, GGP Spinco agrees (i) to perform the Services such that the nature, quality, standard of care and the service levels at which such Services are performed are no less than that which are substantially similar to the nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of GGP prior to the Plan Effective Date (or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to GGP’s Subsidiaries or other business components), but in any event, in at least a good and workmanlike manner in accordance with past practice; (ii) upon receipt of written notice from Spinco GGP identifying any outage, interruption or other failure of any Service, to respond to such outage, interruption or other failure of any Services in a manner that is no less than that which is substantially similar to the manner in which GGP or its Subsidiaries responded to any outage, interruption or other failure of the same or similar services prior to the Plan Effective 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 GGP Spinco complies with this clause (ii)). As of or following the date of this Agreement, if GGP Spinco is or becomes aware of any restriction on GGP Spinco 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 Services to be provided by GGP Spinco to SpincoGGP, GGP Spinco shall (x) promptly notify Spinco GGP of any such restriction (which notice shall in any event promptly follow any change to, or reduction in, the nature, quality, standard of care or service levels applicable to delivery of the Services resulting from such restriction), (y) use commercially reasonable efforts to negotiate an amendment to the Contract to remove such restriction or otherwise obtain the third party’s consent to allow the Services to be performed to the standards described in this Section 6.01, and (z) use commercially reasonable efforts to provide such Services in a manner as closely as possible to the standards described in this Section 6.01 while attempting to secure the amendment or consent contemplated by (y). To the extent that GGP Spinco is unable to obtain the amendment or consent described above, the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement.

Standard for Service. Except where GGP is restricted by an existing Contract with a third party as otherwise provided in this Agreement or by Lawthe TSA Schedules, GGP the Provider agrees (i) to perform the Services each Service such that the nature, quality, standard of care care, level of priority and the service levels level at which such Services are Service is performed are no not materially less than that which are substantially similar to the nature, quality, standard of care 4 care, level of priority and service levels level at which substantially the same or similar services were service was performed by or on behalf of GGP of, in the case Xxxxxxx is the Provider, to the Echo Business, and in the case Newco is the Provider, Newco or the Xxxxxxx Contributed Subsidiaries to the Xxxxxxx Business, during the twelve (12) months prior to the Plan Effective Closing Date (or, if not so previously provided, then substantially similar to the same as that which are applicable to similar services provided to GGP’s Subsidiaries or other business components), but in any eventby, in at least a good and workmanlike manner in accordance with past practice; (ii) upon receipt of written notice from Spinco identifying any outagethe case Xxxxxxx is the Provider, interruption or other failure of any Service, to respond to such outage, interruption or other failure of any Services in a manner that is no less than that which is substantially similar Xxxxxxx to the manner Xxxxxxx Retained Subsidiaries, and in which GGP or the case Newco is the Provider, by Newco to its Subsidiaries responded to any outage, interruption or other failure of the same or similar services prior to the Plan Effective 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 GGP complies with this clause (ii)Subsidiaries). As of or following Without limiting the date of this Agreementforegoing, if GGP in the event there is or becomes aware of any restriction on GGP by the Provider under an existing Contract contract with a third-third party that would restrict the nature, quality, quality or standard of care or service levels applicable to delivery of the Services a Service to be provided by GGP the Provider to Spincothe Recipient, GGP the Provider shall (x) promptly notify Spinco provide notice to the Recipient of any such restriction (which notice and the Parties shall reasonably cooperate in any event promptly follow any change to, good faith to mutually agree on alternative arrangements or reduction in, the nature, quality, standard of care or service levels applicable to delivery of the Services resulting from such restriction), (y) use commercially reasonable efforts to negotiate an amendment to the Contract to remove such restriction or otherwise obtain the third party’s consent procedures to allow the Services to be performed to the standards described in this Section 6.01, and (z) use commercially reasonable efforts Provider to provide such Services Service in a manner as closely close as possible to the standards described in this Section 6.01 while attempting 3. The Provider shall not be responsible for any inability to secure the amendment provide a Service or consent contemplated by (y). To any delay in doing so to the extent that GGP such inability or delay is unable caused by the failure of the Recipient to obtain timely provide the amendment information, access or consent described aboveother cooperation necessary for the Provider to provide such Service. Without limiting the Provider’s obligation to provide the Services in accordance with the standards set forth in, and subject to, this Section 3, the Parties Provider may supplement, modify, substitute or otherwise alter any of the Services from time to time in a manner that is generally consistent with supplements, modifications, substitutions or alterations made for similar services provided or otherwise made available by the Provider; provided that no such alteration adversely affects, in the case Xxxxxxx is the Provider, the Echo Business or natural expansions or extensions thereof, and in the case Newco is the Provider, the Xxxxxxx Business or natural expansions or extensions thereof, in any material respect. The Recipient may request to modify the terms and conditions relating to the performance of a previously agreed-upon Service in order to resolve issues that were not apparent as of the Effective Date, which may include, among other things, new procedures or processes for providing such Service (a “Service Modification”). In each such case, the Service Coordinators shall negotiate discuss such potential changes and determine possible scope impact on the Services. If the Service Modification is a change to the Service that does not materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, such Service, the Provider shall promptly, at the Recipient’s reasonable cost and expense, implement such Service Modification. In the event the Recipient desires a Service Modification that would materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, the applicable Service, the Provider shall consider approving such Service Modifications in good faith an amendment faith, such approval not to the applicable Schedule to reflect any such new arrangementbe unreasonably withheld, conditioned or delayed. 4.