Common use of Terms and Conditions of Services Clause in Contracts

Terms and Conditions of Services. (a) Unless otherwise agreed by the Parties in writing in advance, (i) Service Provider shall (or shall cause an Additional Provider to) perform the Services in a manner and with the quality and standard of care generally consistent in all material respects with the manner, quality and standard of care used to perform the same or similar services for the WKKC Business or the Kellanova Business, as applicable, during the Baseline Period, and (ii) the Services may not be used by a Service Recipient for any purpose other than the operation of the WKKC Business or the Kellanova Business, as applicable, and consistent with the applicable Schedules. In no event shall the scope of any of the Services required to be performed hereunder exceed that described on the applicable Schedule unless otherwise subsequently agreed in writing in accordance with Section 1.02 and except as otherwise set forth herein. Service Provider shall have no obligation to provide, or cause to be provided, Services to any Person other than Service Recipient unless and only to the extent the Parties otherwise agree in writing. Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates; provided, that any Third Party Service Provider may perform applicable Services on behalf of Service Provider in accordance with Section 1.04. (b) Without limiting Service Provider’s rights or obligations under Section 2.01(a), Service Provider shall have no obligation to (i) provide, or cause to be provided, Services to any Person other than Service Recipient, (ii) make any increase in any volumes, amounts, levels, capacity, or frequencies with respect to the provision of the Services, (iii) engage in any increase or decrease in staffing levels, retention of any particular personnel, purchase of equipment, software, licenses, or license seats, or investments or capital or other expenditures in connection with the Services to be provided under this Agreement, or (iv) provide any Services with respect to any location to which the Services were not being provided as of the date hereof. (c) Notwithstanding anything to the contrary herein, without Service Provider’s prior written consent, (i) Service Recipients shall not, directly or indirectly, resell to, or permit the use of any of the Services by any other Person (except as permitted by Section 2.05) and (ii) in no event shall Service Recipients, their Affiliates or respective employees, third-party technology consultants or other personnel be entitled to modify any networks or systems of Service Provider, its Affiliates or third-party suppliers, or the Services. (d) Without limiting any obligations of a Service Provider under this Agreement, nothing herein shall prohibit Service Provider from making such generally applicable changes to its businesses or operations as it deems necessary in its sole and absolute discretion (including upgrading or changing technology, Software or information systems used by it in connection with this Agreement in a manner that is substantially consistent with such upgrades or changes made for similar systems and services provided or otherwise made available by Service Provider for itself, its Affiliates and their respective businesses) and applying such changes, to the extent applicable, to the Services; provided that such changes do not, individually or in the aggregate, (i) adversely affect, degrade or impair the use of the Services by Service Recipient in any material respect or (ii) materially increase the Fees associated with such Services; provided, further, that Service Provider shall, to the extent reasonably practicable, provide at least sixty (60) calendar days’ prior notice, in writing, of any such change that would reasonably be expected to affect the Services, and Service Provider shall use commercially reasonable efforts to implement such change so as not to affect the Services provided hereunder, subject to Section 2.01(e). Subject to the foregoing, to the extent any such upgrade or change affects an element of a Service and relates to technology, Software or information systems, Service Provider shall have no obligation to continue to provide, or cause to be provided, such Service element using the prior technology, Software or information systems. Except as expressly set forth herein, Service Provider shall not have any obligation under this Agreement to acquire (or use any efforts to acquire) new or additional technology, Software or information systems or upgrade (or use any efforts to upgrade) its existing technology, Software or information systems. (e) Upon reasonable prior notice to Service Recipient, Service Provider shall have the right to (i) temporarily interrupt the provision of Services for emergency maintenance purposes or (ii) temporarily shut down the operation of the facilities or systems of Service Provider (or an Additional Provider) providing the Services if, in each case, it is the commercially reasonable judgment of Service Provider (or an Additional Provider) that such action is necessary for its business. In performing any maintenance contemplated by this Section 2.01(e), including any routine maintenance or preventative services, Service Provider shall use commercially reasonable efforts to minimize the impact of such maintenance on the Services and Service Recipient’s business, including by, to the extent reasonably practicable, (I) scheduling required maintenance after consulting with Service Recipient so as to not unreasonably interfere with the business or operations of Service Recipient and (II) giving Service Recipient prior written notice of any such maintenance. With respect to Services provided by any Third Party Service Provider, Service Provider shall use commercially reasonable efforts to cause such Third Party Service Provider to comply with the provisions of this Section 2.01(e) as they apply to Service Provider, and shall forward on a reasonably prompt basis to Service Recipient any notice received from any such Third Party Service Provider regarding the interruption of Services. Service Provider and the applicable Additional Provider shall be relieved of its obligations to provide the affected portion of any dependent Services for the period of time that the relevant facilities or systems are shut down during maintenance, but shall also use commercially reasonable efforts to resume provision of the suspended Services as promptly as practicable. In the event that a particular Fee is based on the duration of time for which Service Provider provides the applicable suspended Service, Service Provider shall reduce the Fee related to such suspended Services on a pro rata basis based on the number of calendar days such Services are suspended. (f) Each Party acknowledges and agrees that Service Provider is providing the Services, or causing the Services to be provided, on a transitional basis to each Service Recipient in order to allow such Service Recipient time to obtain or provide similar services for itself, and that Service Provider, or an Additional Provider, are not commercial providers of such Services. Accordingly, this Agreement is only intended to be on a transitional basis to accommodate Service Recipients and the provisions of this Agreement shall be interpreted in such context. (g) Notwithstanding any other provision of this Agreement, Service Provider shall not have any obligation to provide, or cause to be provided, Services to the extent such provision (i) would cause Service Provider to breach any applicable Laws; provided, that such Service Provider shall use commercially reasonably efforts to provide such Services in a manner that does not result in such a breach of applicable Law; (ii) infringes, misappropriates or otherwise violates the intellectual property rights of any third party; (iii) violates any Contract to which Service Provider is subject as of the date hereof or incurs any liability thereunder, or (iv) is disallowed as a result of a Force Majeure Event. In such event, the Parties shall discuss the matter in good faith, and use commercially reasonable efforts to implement, at Service Recipient’s sole expense, an appropriate workaround to the extent reasonably practicable. (h) Under no circumstances shall Service Provider (or an Additional Provider) be obligated to seek or obtain any formal legal or tax opinion in connection with providing any Service.

Terms and Conditions of Services. (a) Unless otherwise agreed by the Parties in writing in advancewriting, (i) the Service Provider Providers shall (or shall cause an Additional Provider to) be required to perform the Services in a manner and with using substantially the quality same quality, efficiency and standard of care generally consistent as used in all material respects with the manner, quality and standard of care used to perform the same or similar services for the WKKC Business or the Kellanova Business, as applicable, performing such Services during the Baseline Reference Period, and (ii) the Services may not shall be used by a the Service Recipient Recipients for any purpose other than substantially the operation of same purposes and in substantially the WKKC Business or same time, place and manner as the Kellanova BusinessServices have been used during the Reference Period; provided, as applicablehowever, and consistent with the applicable Schedules. In that in no event shall the scope of any of the Services required to be performed hereunder exceed that described on the applicable Schedule unless otherwise subsequently agreed in writing in accordance Schedule. Each Party shall comply with Section 1.02 all Laws applicable to the provision and except as otherwise set forth hereinreceipt of Services pursuant to this Agreement. In no event shall any Service Provider shall have no obligation be required to provide, or cause to be provided, Services to provide any Person other than Service Recipient unless and only to the extent the Parties otherwise agree in writing. Service Provider shall act under this Agreement solely as an independent contractor and that it reasonably believes does not as an agent or employee of any other Party or any of such Party’s Affiliatescomply with applicable Law; provided, that any Third Party Service Provider may perform shall promptly notify Service Recipient of any such Service that it reasonably believes does not comply with applicable Law, and the Parties shall work together to agree upon and implement a commercially reasonable alternative arrangement to provide Service Recipient the intended benefit of the relevant Services on behalf of in a manner that complies with applicable Law (with all costs associated with implementing and providing such reasonable alternative arrangement to be borne by the Service Provider in accordance with Section 1.04Recipient). EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE THAT THE SERVICE PROVIDERS SHALL NOT OWE ANY FIDUCIARY OR OTHER DUTIES (INCLUDING ANY DUTY OF LOYALTY OR DUTY OF CARE) TO THE SERVICE RECIPIENTS IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW. (b) Without limiting Service Provider’s rights or obligations under Section 2.01(a), Service Provider shall have no obligation to (i) provide, or cause to be provided, Services to any Person other than Service Recipient, (ii) make any increase in any volumes, amounts, levels, capacity, or frequencies with respect to the provision of the Services, (iii) engage in any increase or decrease in staffing levels, retention of any particular personnel, purchase of equipment, software, licenses, or license seats, or investments or capital or other expenditures in connection with the Services to be provided under this Agreement, or (iv) provide any Services with respect to any location to which the Services were not being provided as of the date hereof. (c) Notwithstanding anything to the contrary hereinin this Agreement, without Service Provider’s prior written consentRecipient acknowledges that the Service Provider may be providing services similar to the Services it provides for itself and its Affiliates, and the Service Provider reserves the right to modify the Services to the extent such modifications (i) Service Recipients shall not, directly or indirectly, resell to, or permit the use of any are applicable to all other recipients of the Services by any other Person (except as permitted by Section 2.05) and or services similar to the Services or (ii) are reasonably necessary to comply with applicable Law or requirements of Governmental Authorities; provided, that the Service Provider shall provide substantially the same advance notice of such modifications to the Service Recipient as the Service Provider provides to its Affiliates (to the extent legally permissible). (c) The Service Recipients acknowledge that the Services provided hereunder are transitional in nature and are furnished by the Service Providers for the purpose of facilitating the transactions contemplated by the Separation and Distribution Agreement. The Service Recipients further acknowledge that the Service Providers are not in the business of providing Services to third parties and will not provide the Services beyond the Term (or the applicable Service Period). The Service Recipients agree to transition to their own internal organization or other third party service providers the provision of each of the Services as promptly as reasonably practicable, but in no event shall case later than the expiration or termination of the Term (and the applicable Service Recipients, their Affiliates or respective employees, third-party technology consultants or other personnel be entitled to modify any networks or systems of Service Provider, its Affiliates or third-party suppliers, or the ServicesPeriod). (d) Without limiting Under no circumstances shall any obligations of a Service Provider under this Agreementbe obligated to provide any service requiring an opinion, nothing herein shall prohibit Service Provider from making such generally applicable changes to its businesses advice or operations as it deems necessary in its sole and absolute discretion representation (including upgrading e.g., legal opinions or changing technology, Software or information systems used by it in connection with this Agreement in a manner that is substantially consistent with such upgrades or changes made for similar systems and services provided or otherwise made available by Service Provider for itself, its Affiliates and their respective businesses) and applying such changes, to the extent applicable, to the Services; provided that such changes do not, individually or in the aggregate, (i) adversely affect, degrade or impair the use of the Services by Service Recipient in any material respect or (ii) materially increase the Fees associated with such Services; provided, further, that Service Provider shall, to the extent reasonably practicable, provide at least sixty (60) calendar days’ prior notice, in writing, of any such change that would reasonably be expected to affect the Services, and Service Provider shall use commercially reasonable efforts to implement such change so as not to affect the Services provided hereunder, subject to Section 2.01(e). Subject to the foregoing, to the extent any such upgrade or change affects an element of a Service and relates to technology, Software or information systems, Service Provider shall have no obligation to continue to provideadvice, or cause to be provided, such Service element using the prior technology, Software tax opinions or information systems. Except as expressly set forth herein, Service Provider shall not have any obligation under this Agreement to acquire (or use any efforts to acquire) new or additional technology, Software or information systems or upgrade (or use any efforts to upgrade) its existing technology, Software or information systemsadvice). (e) Upon reasonable prior notice to Service Recipient, Any Service Provider shall have the right right, consistent with practices immediately prior to (i) the Effective Time, to shut down temporarily interrupt the provision of Services for emergency maintenance purposes or (ii) temporarily shut down the operation of the systems or facilities or systems of providing any Service Provider (or an Additional Provider) providing the Services ifwhenever, in each casesuch Service Provider’s discretion, it is the commercially reasonable judgment of Service Provider (or an Additional Provider) that such action is necessary for its business. In performing any maintenance contemplated by this Section 2.01(e)necessary; provided, including any routine maintenance or preventative services, that such Service Provider shall use commercially reasonable efforts to minimize the impact of such maintenance on the Services and Service Recipient’s business, including by, to the extent reasonably practicable, (I) scheduling required maintenance after consulting with Service Recipient so as to not unreasonably interfere with the business or operations of Service Recipient and (II) giving Service Recipient prior provide written notice of any such maintenance. With respect shutdown to Services provided by any Third Party Service Provider, Service Provider shall use commercially reasonable efforts to cause such Third Party Service Provider to comply with the provisions of this Section 2.01(e) as they apply to Service Provider, and shall forward on a reasonably prompt basis to Service Recipient any notice received from any as reasonably in advance of such Third Party shutdown as practicable. Such Service Provider regarding the interruption of Services. Service Provider and the applicable Additional Provider shall be relieved of its obligations to provide the Services affected portion of any dependent Services for by such shutdown during the period of time that the relevant its systems or facilities or systems are so shut down during maintenance, but shall also use reasonable efforts to minimize each period of shutdown. (f) The Service Provider Party shall use commercially reasonable efforts to resume provision of the suspended Services as promptly as practicable. In the event obtain any Consents from Third Parties that a particular Fee is based on the duration of time for which Service Provider provides the applicable suspended Service, Service Provider shall reduce the Fee related are necessary in order to such suspended Services on a pro rata basis based on the number of calendar days such Services are suspended. (f) Each Party acknowledges and agrees that Service Provider is providing provide the Services, or causing and upon request by the Services to be providedService Provider Party, on a transitional basis to each Service Recipient in order to allow such Service Recipient time to obtain or provide similar services for itself, and that Service Provider, or an Additional Provider, are not commercial providers of such Services. Accordingly, this Agreement is only intended to be on a transitional basis to accommodate the Service Recipients and the provisions of this Agreement shall be interpreted in such context. (g) Notwithstanding any other provision of this Agreement, Service Provider shall not have any obligation to provide, or cause to be provided, Services to the extent such provision (i) would cause Service Provider to breach any applicable Laws; provided, that such Service Provider shall use commercially reasonably efforts to provide such Services in a manner that does not result in such a breach of applicable Law; (ii) infringes, misappropriates or otherwise violates the intellectual property rights of any third party; (iii) violates any Contract to which Service Provider is subject as of the date hereof or incurs any liability thereunder, or (iv) is disallowed as a result of a Force Majeure Event. In such event, the Parties shall discuss the matter in good faith, and use commercially reasonable efforts to implement, at Service Recipient’s sole expense, an appropriate workaround to cooperate with the extent reasonably practicable. (h) Under no circumstances shall Service Provider Party in furtherance of the foregoing. If any such Consent is not obtained, the Service Providers shall not be required to provide such Services but the Parties shall work together to agree upon and implement a commercially reasonable alternative arrangement to provide Service Recipient the intended benefit of the relevant Services. All costs associated with obtaining such Consents (or an Additional Providerincluding any amounts required to be paid to any Third Party for such Consent) shall be obligated borne one-half each by Crane NXT and Crane Company; provided that the Service Recipient Party shall have the right to seek or obtain instruct the Service Provider to not pay for any formal legal or tax opinion such Consent, in connection which case the Service Providers shall have no obligation to provide any Service for which such Consent is required. All costs associated with implementing and providing any Servicea reasonable alternative arrangement shall be borne by the Service Recipient Party.

Terms and Conditions of Services. (a) Unless otherwise expressly agreed by the Parties in writing in advanceapplicable Service Provider and the Receiving Party or set forth herein, (i) in providing the Lazard LAZ-MD Services, the Lazard Service Provider Providers shall (or shall cause an Additional Provider to) perform use their commercially reasonable efforts to exercise the Services in a manner and with the quality and standard same degree of care generally consistent as Lazard Group and its Subsidiaries have historically exercised in all material respects with providing such Lazard LAZ-MD Services to Subsidiaries of Lazard Group prior to the mannerdate hereof, quality and standard (ii) in providing the Lazard LFCM Services, the Lazard Service Providers shall use their commercially reasonable efforts to exercise the same degree of care used as Lazard Group and its Subsidiaries have historically exercised in providing such Lazard LFCM Services to perform the same or similar services for LFCM Businesses prior to the WKKC Business or the Kellanova Business, as applicable, during the Baseline Perioddate hereof, and (iii) in providing the LFCM Services, the LFCM Service Providers shall use their commercially reasonable efforts to exercise the same degree of care as the LFCM Businesses have historically exercised in providing such LFCM Services to Lazard Group or its applicable Subsidiaries prior to the date hereof, in each of cases (i), (ii) and (iii), including with respect to quality, priority, responsiveness and timeliness as has been historically exercised by such Service Provider, subject in each case to adjustments to take into account the Services may not be used by a Service Recipient for any purpose other than Separation and the operation separate nature of the WKKC Business or the Kellanova BusinessParties; provided, as applicablehowever, and consistent with the applicable Schedules. In that in no event shall the scope of any of the Services required to be performed hereunder exceed that described on the applicable Schedule unless otherwise subsequently agreed in writing in accordance with Section 1.02 and except as otherwise set forth herein1, 2 or 3. Service Provider shall have no obligation to provide, or cause to be provided, Services to any Person other than Service Recipient unless and only to the extent the Parties otherwise agree in writing. Each Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of the Receiving Party. In no event shall any other Party or any of such Party’s Affiliates; provided, that any Third Party Service Provider may perform be required to provide any Service that it reasonably believes does not comply with applicable Services on behalf of Service Provider in accordance with Section 1.04law. (b) Without limiting The provision of Services by Service Providers shall be subject to Article V hereof. (c) If it is necessary for any Service Provider to increase in any material respect the staffing or acquire any material equipment or make any material investments or material capital or other expenditures in order to accommodate an increase in the use of any Service beyond the level of use of such Service by or to, as applicable, the LFCM Businesses immediately prior to the date hereof, such Service Provider shall inform the Receiving Party in writing of such increase in staffing level, equipment acquisitions, investments or capital or other expenditures before any such cost or expense is incurred. Upon mutual agreement of the Service Provider and the Receiving Party as to the necessity of any such increase, the Receiving Party shall (unless the Receiving Party and the Service Provider shall otherwise agree in writing) advance to the relevant Service Providers an amount equal to any upfront actual costs and expenses to be incurred in connection therewith. The Receiving Party shall reimburse the Service Provider for the remainder of such actual costs and expenses to be incurred in connection therewith on a monthly basis after such costs and expenses are incurred by the Service Provider’s rights or obligations under Section 2.01(a). If such mutual agreement is not reached, such Service Provider shall have no obligation to (i) provide, or cause to be provided, Services to any Person other than Service Recipient, (ii) make any such increase in any volumesstaffing level, amountsequipment acquisitions, levels, capacity, or frequencies with respect to the provision of the Services, (iii) engage in any increase or decrease in staffing levels, retention of any particular personnel, purchase of equipment, software, licenses, or license seats, or investments or capital or other expenditures in connection with the Services to be provided under this Agreement, or (iv) provide any Services with respect to any location to which the Services were not being provided as of the date hereof. (c) Notwithstanding anything to the contrary herein, without Service Provider’s prior written consent, (i) Service Recipients shall not, directly or indirectly, resell to, or permit the use of any of the Services by any other Person (except as permitted by Section 2.05) and (ii) in no event shall Service Recipients, their Affiliates or respective employees, third-party technology consultants or other personnel be entitled to modify any networks or systems of Service Provider, its Affiliates or third-party suppliers, or the Servicesexpenditures. (d) Without limiting If the provision of any obligations Service requires the Receiving Party (or any of a its Subsidiaries) to hold third-party licenses or other agreements relating to software, systems and/or processes (“Required Licenses”), the Receiving Party or its applicable Subsidiary shall obtain such Required Licenses at its own expense and at no cost to the Service Provider; provided, that, upon request of the Receiving Party, the Service Provider under this Agreementshall provide reasonable cooperation and assistance to such Receiving Party in the procurement of such Required Licenses. If the Receiving Party or its applicable Subsidiary is unable to obtain any such Required License, nothing herein shall prohibit the Service Provider from making and the Receiving Party shall use reasonable efforts to establish alternative arrangements to provide the Service in the absence of such generally applicable changes to its businesses or operations as it deems necessary in its sole and absolute discretion (including upgrading or changing technologyRequired License; provided, Software or information systems used by it in connection with this Agreement in a manner that is substantially consistent with such upgrades or changes made for similar systems and services provided or otherwise made available by the Service Provider shall not be responsible for itself, its Affiliates and their respective businesses) and applying such changes, any interruption in or impairment of the Service relating to the extent applicable, to the Servicesestablishment or terms of such alternative arrangements; provided that such changes do not, individually or in the aggregate, (i) adversely affect, degrade or impair the use of the Services by Service Recipient in any material respect or (ii) materially increase the Fees associated with such Services; and provided, further, that any portion of the Service requiring the use of such Required Licenses shall terminate in the event that the Service Provider shall, to and the extent reasonably practicable, provide at least sixty (60) calendar days’ prior noticeReceiving Party are, in writingthe exercise of their reasonable efforts, unable to establish such alternative arrangements. The Receiving Party shall be responsible for all costs and expenses associated with the establishment of such alternative arrangements or, if the relevant Parties fail to establish such alternative arrangements as specified above, any costs or expenses associated with or arising in connection with early termination of such change that would reasonably be expected to affect the Services, and Service Provider shall use commercially reasonable efforts to implement such change so as not to affect the Services provided hereunder, subject to Section 2.01(e)Service. Subject to the foregoing, to the extent any such upgrade or change affects an element of a Service and relates to technology, Software or information systems, Service Provider shall have no obligation to continue to provide, or cause to be provided, such Service element using the prior technology, Software or information systems. Except as expressly set forth herein, The Service Provider shall not have any obligation be obligated under this Services Agreement to acquire provide the Service (or use portion thereof) corresponding to such Required License during any efforts to acquire) new period in which the Receiving Party or additional technology, Software or information systems or upgrade (or use any efforts to upgrade) its existing technology, Software or information systemsapplicable Subsidiary does not have such Required License. (e) Upon Under no circumstances shall any Service Provider be obligated to provide any Service requiring an opinion, advice or representation as to which liability may be created for such Service Provider or its Affiliates due to claims from the Receiving Party or any other person or entity, including any Governmental Authority (e.g., legal opinions or advice, tax opinions or advice, compliance opinions or advice), other than such customary representations as may reasonably be required by accountants in connection with the preparation of audited financial statements. (f) The Parties acknowledge that the provision of Services hereunder may require the Service Provider to enter into new or amended agreements with third parties or obtain the consent and approval of third parties. The Service Provider shall use reasonable efforts to enter into such agreements and to obtain such consents and approvals for a time period not to exceed the applicable termination date of such Service hereunder. The Receiving Party may accept or reject the terms of such agreement or consent and approval; provided that in the event that the Receiving Party rejects the terms of any such agreement or such consent and approval, the Service Provider shall not be obligated to provide that portion of the Service requiring such agreement or such consent and approval and, subject to the immediately following sentence, such portion of the Service shall terminate. If the Receiving Party rejects the terms of any such agreement or consent and approval, the Service Provider and the Receiving Party shall, if requested by the Receiving Party, use reasonable efforts to establish alternative arrangements to provide the Service in the absence of such agreement, consent or approval; provided, that the Service Provider shall not be responsible for any interruption in or impairment of the Service relating to the establishment or terms of such alternative arrangements; and provided, further, that such portion of the Service requiring the third-party agreement, consent or approval shall terminate in the event that the Parties, in the exercise of their reasonable efforts, are unable to establish such alternative arrangements. The Receiving Party shall be responsible for all costs and expenses associated with entry into such new or amended agreements, the establishment of such alternative arrangements or the obtaining of any consent or approval, or, if the Receiving Party does not accept the terms of such agreements, consents or approvals or the Parties fail to establish such alternative arrangements as specified above, any costs or expenses associated with or arising in connection with early termination of such Service. (g) If the provision of any Service requires the use of Service Provider-issued checks or other fund transfers by the Service Provider on behalf of the Receiving Party (or as authorized in advance by the Receiving Party), the Service Provider shall issue such checks or make such fund transfers only to the extent they are adequately funded by the Receiving Party prior notice to Service Recipient, such check issuance or fund transfer in accordance with Section 3.02(a). (h) The Service Provider shall have the right to (i) shut down temporarily interrupt the provision of Services for emergency maintenance purposes or (ii) temporarily shut down the operation of the facilities or systems of providing any Service Provider (or an Additional Provider) providing the Services ifwhenever, in each casesuch Service Provider’s discretion, it is the commercially reasonable judgment of Service Provider (or an Additional Provider) that such action is necessary for its business. In performing any maintenance contemplated by this Section 2.01(e), including any routine maintenance or preventative services, necessary; provided that such Service Provider shall provide written notice of any such shutdown to the Receiving Party as reasonably in advance of such shutdown as practicable and shall use commercially reasonable efforts to minimize the impact of schedule such maintenance on in consultation with the Services and Service Recipient’s business, including by, to the extent reasonably practicable, (I) scheduling required maintenance after consulting with Service Recipient Receiving Party so as not to not unreasonably interfere with the business or operations of Receiving Party’s business. Such Service Recipient and (II) giving Service Recipient prior written notice of any such maintenance. With respect to Services provided by any Third Party Service Provider, Service Provider shall use commercially reasonable efforts to cause such Third Party Service Provider to comply with the provisions of this Section 2.01(e) as they apply to Service Provider, and shall forward on a reasonably prompt basis to Service Recipient any notice received from any such Third Party Service Provider regarding the interruption of Services. Service Provider and the applicable Additional Provider shall be relieved of its obligations to provide the Services affected portion by such shutdown during the period that its facilities are so shut down but shall use reasonable efforts to minimize each period of shutdown. (i) To the extent that it is not practicable to have the Receiving Party as the contracting party for any third-party license or agreement relating to the provision of any dependent Services Service to the Receiving Party or its applicable Subsidiary and such third-party license or agreement is necessary for the period provision hereunder of time that such Service after the date hereof, the Service Provider shall (or shall cause its relevant facilities or systems are shut down during maintenance, but shall also Subsidiary to) use commercially reasonable efforts to resume provision cause all such third-party contracts to extend to and be enforceable by the Receiving Party, or to assign such contracts to the Receiving Party (at the sole expense of the suspended Services as promptly as practicableReceiving Party). In the event that a particular Fee is based on such contracts are not extendable or assignable, the duration of time for which Service Provider provides the applicable suspended Serviceshall, Service Provider shall reduce the Fee related to such suspended Services on a pro rata basis based on the number of calendar days such Services are suspended. (f) Each Party acknowledges and agrees that Service Provider is providing the Services, or causing the Services to be provided, on a transitional basis to each Service Recipient in order to allow such Service Recipient time to obtain or provide similar services for itself, and that Service Provider, or an Additional Provider, are not commercial providers of such Services. Accordingly, this Agreement is only intended to be on a transitional basis to accommodate Service Recipients and the provisions of this Agreement shall be interpreted in such context. (g) Notwithstanding any other provision of this Agreement, Service Provider shall not have any obligation to provide, or cause to be provided, Services to the extent such provision feasible: (i) would cause Service Provider to breach any applicable Laws; provided, that act as agent for the Receiving Party for purposes of providing such Service Provider shall use commercially reasonably efforts to provide hereunder and in the pursuit of any claims, issues, demands or actions against such Services third-party provider, in a manner that does not result in such a breach of applicable Law; the Service Provider’s name but at the Receiving Party’s expense and (ii) infringes, misappropriates provide or otherwise violates the intellectual property rights of any third party; (iii) violates any Contract to which Service Provider is subject as of the date hereof or incurs any liability thereunder, or (iv) is disallowed as a result of a Force Majeure Event. In such event, the Parties shall discuss the matter in good faith, and use commercially reasonable efforts to implement, at Service Recipient’s sole expense, an appropriate workaround make available to the extent reasonably practicableReceiving Party copies of all such licenses or agreements. (h) Under no circumstances shall Service Provider (or an Additional Provider) be obligated to seek or obtain any formal legal or tax opinion in connection with providing any Service.

Terms and Conditions of Services. (a) Unless otherwise agreed by the Parties in writing in advancewriting, (i) the Service Provider Providers shall (or shall cause an Additional Provider to) be required to perform the Services in a manner and with using substantially the quality same quality, efficiency and standard of care generally consistent as used in all material respects with performing such Services in the manner, quality and standard of care used twelve (12) months immediately prior to perform the same or similar services for the WKKC Business or the Kellanova Business, as applicable, during the Baseline PeriodEffective Time, and (ii) the Services may not shall be used by a the Service Recipient Recipients for any purpose other than substantially the operation of same purposes and in substantially the WKKC Business or same time, place and manner as the Kellanova BusinessServices have been used in the twelve (12) months immediately prior to the Effective Time; provided, as applicablehowever, and consistent with the applicable Schedules. In that in no event shall the scope of any of the Services required to be performed hereunder exceed that described on the applicable Schedule unless otherwise subsequently agreed in writing in accordance Schedule. Each Party shall comply with Section 1.02 all Laws applicable to the provision and except as otherwise set forth hereinreceipt of Services pursuant to this Agreement. In no event shall any Service Provider shall have no obligation be required to provideprovide any Service that it reasonably believes does not comply with applicable Law. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, or cause to be provided, Services to any Person other than Service Recipient unless and only to the extent the Parties otherwise agree in writing. Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates; provided, that any Third Party Service Provider may perform applicable Services on behalf of Service Provider in accordance with Section 1.04THE PARTIES AGREE THAT THE SERVICE PROVIDERS SHALL NOT OWE ANY FIDUCIARY OR OTHER DUTIES (INCLUDING ANY DUTY OF LOYALTY OR DUTY OF CARE) TO THE SERVICE RECIPIENTS IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW. (b) Without limiting Service Provider’s rights or obligations under Section 2.01(a), Service Provider shall have no obligation to (i) provide, or cause to be provided, Services to any Person other than Service Recipient, (ii) make any increase in any volumes, amounts, levels, capacity, or frequencies with respect to the provision of the Services, (iii) engage in any increase or decrease in staffing levels, retention of any particular personnel, purchase of equipment, software, licenses, or license seats, or investments or capital or other expenditures in connection with the Services to be provided under this Agreement, or (iv) provide any Services with respect to any location to which the Services were not being provided as of the date hereof. (c) Notwithstanding anything to the contrary hereinin this Agreement, without each Service Provider’s prior written consentRecipient acknowledges that the Service Provider may be providing services similar to the Services it provides for itself and its Affiliates, and the Service Provider reserves the right to modify the Services (i) Service Recipients shall not, directly or indirectly, resell to, or permit the use of any if such modifications are applicable to all other recipients of the Services by any other Person (except as permitted by Section 2.05) or services similar to the Services and (ii) in no event to the extent necessary to comply with applicable Law or requirements of Governmental Authorities; provided that the Service Provider provides substantially the same advance notice of such modifications to the Service Recipient as the Service Provider provides to its Affiliates. (c) The Service Recipients shall, and shall cause their applicable Affiliates to, eliminate their need for the provision of each Service Recipients, their Affiliates by the Service Provider on or respective employees, third-party technology consultants or other personnel be entitled to modify any networks or systems of before the termination date for such Service Provider, its Affiliates or third-party suppliers, or as set forth on the Servicesapplicable Schedule. (d) Without limiting Under no circumstances shall any obligations of a Service Provider under this Agreementbe obligated to provide any service requiring an opinion, nothing herein shall prohibit Service Provider from making such generally applicable changes to its businesses advice or operations as it deems necessary in its sole and absolute discretion representation (including upgrading e.g., legal opinions or changing technology, Software or information systems used by it in connection with this Agreement in a manner that is substantially consistent with such upgrades or changes made for similar systems and services provided or otherwise made available by Service Provider for itself, its Affiliates and their respective businesses) and applying such changes, to the extent applicable, to the Services; provided that such changes do not, individually or in the aggregate, (i) adversely affect, degrade or impair the use of the Services by Service Recipient in any material respect or (ii) materially increase the Fees associated with such Services; provided, further, that Service Provider shall, to the extent reasonably practicable, provide at least sixty (60) calendar days’ prior notice, in writing, of any such change that would reasonably be expected to affect the Services, and Service Provider shall use commercially reasonable efforts to implement such change so as not to affect the Services provided hereunder, subject to Section 2.01(e). Subject to the foregoing, to the extent any such upgrade or change affects an element of a Service and relates to technology, Software or information systems, Service Provider shall have no obligation to continue to provideadvice, or cause to be provided, such Service element using the prior technology, Software tax opinions or information systems. Except as expressly set forth herein, Service Provider shall not have any obligation under this Agreement to acquire (or use any efforts to acquire) new or additional technology, Software or information systems or upgrade (or use any efforts to upgrade) its existing technology, Software or information systemsadvice). (e) Upon reasonable prior notice to Service Recipient, Any Service Provider shall have the right right, consistent with practices immediately prior to (i) the Effective Time, to shut down temporarily interrupt the provision of Services for emergency maintenance purposes or (ii) temporarily shut down the operation of the systems or facilities or systems of providing any Service Provider (or an Additional Provider) providing the Services ifwhenever, in each casesuch Service Provider’s discretion, it is the commercially reasonable judgment of Service Provider (or an Additional Provider) that such action is necessary for its business. In performing any maintenance contemplated by this Section 2.01(e), including any routine maintenance or preventative services, necessary; provided that such Service Provider shall use commercially reasonable efforts to minimize the impact of such maintenance on the Services and Service Recipient’s business, including by, to the extent reasonably practicable, (I) scheduling required maintenance after consulting with Service Recipient so as to not unreasonably interfere with the business or operations of Service Recipient and (II) giving Service Recipient prior provide written notice of any such maintenance. With respect shutdown to Services provided by any Third Party Service Provider, Service Provider shall use commercially reasonable efforts to cause such Third Party Service Provider to comply with the provisions of this Section 2.01(e) as they apply to Service Provider, and shall forward on a reasonably prompt basis to Service Recipient any notice received from any as reasonably in advance of such Third Party shutdown as practicable. Such Service Provider regarding the interruption of Services. Service Provider and the applicable Additional Provider shall be relieved of its obligations to provide the Services affected portion of any dependent Services for by such shutdown during the period of time that the relevant its systems or facilities or systems are so shut down during maintenance, but shall also use commercially reasonable efforts to resume provision minimize each period of the suspended Services as promptly as practicable. In the event that a particular Fee is based on the duration of time for which Service Provider provides the applicable suspended Service, Service Provider shall reduce the Fee related to such suspended Services on a pro rata basis based on the number of calendar days such Services are suspendedshutdown. (f) Each Party acknowledges and agrees that Service Provider is providing the Services, or causing the Services to be provided, on a transitional basis to each Service Recipient in order to allow such Service Recipient time to obtain or provide similar services for itself, and that Service Provider, or an Additional Provider, are not commercial providers of such Services. Accordingly, this Agreement is only intended to be on a transitional basis to accommodate Service Recipients and the provisions of this Agreement shall be interpreted in such context. (g) Notwithstanding any other provision of this Agreement, Service Provider shall not have any obligation to provide, or cause to be provided, Services to the extent such provision (i) would cause Service Provider to breach any applicable Laws; provided, that such Service Provider shall use commercially reasonably reasonable efforts to obtain any Consents from Third Parties that are necessary in order to provide the Services. If any such consent is not obtained, such Service Provider shall not be required to provide such Services in a manner that does not result in such a breach of applicable Law; (ii) infringes, misappropriates or otherwise violates the intellectual property rights of any third party; (iii) violates any Contract to which Service Provider is subject as of the date hereof or incurs any liability thereunder, or (iv) is disallowed as a result of a Force Majeure Event. In such event, the Parties but shall discuss the matter in good faith, and use commercially reasonable efforts to implement, at implement a reasonable alternative arrangement to provide the relevant Services. All costs associated with obtaining such consents shall be borne one-half each by Trinity and Arcosa. All costs associated with implementing and providing a reasonable alternative arrangement to provide the relevant Services shall be borne by the Service Recipient’s sole expense, an appropriate workaround to the extent reasonably practicable. (h) Under no circumstances shall Service Provider (or an Additional Provider) be obligated to seek or obtain any formal legal or tax opinion in connection with providing any Service.

Terms and Conditions of Services. (a) Unless otherwise expressly agreed by the Parties in writing in advanceapplicable Service Provider and the Receiving Party or set forth herein, (i) in providing the Lazard LAZ-MD Services, the Lazard Service Provider Providers shall (or shall cause an Additional Provider to) perform use their commercially reasonable efforts to exercise the Services in a manner and with the quality and standard same degree of care generally consistent as Lazard Group and its Subsidiaries have historically exercised in all material respects with providing such Lazard LAZ-MD Services to Subsidiaries of Lazard Group prior to the mannerdate hereof, quality and standard (ii) in providing the Lazard LFCM Services, the Lazard Service Providers shall use their commercially reasonable efforts to exercise the same degree of care used as Lazard Group and its Subsidiaries have historically exercised in providing such Lazard LFCM Services to perform the same or similar services for LFCM Businesses prior to the WKKC Business or the Kellanova Business, as applicable, during the Baseline Perioddate hereof, and (iii) in providing the LFCM Services, the LFCM Service Providers shall use their commercially reasonable efforts to exercise the same degree of care as the LFCM Businesses have historically exercised in providing such LFCM Services to Lazard Group or its applicable Subsidiary prior to the date hereof, in each of cases (i), (ii) and (iii), including with respect to quality, priority, responsiveness and timeliness as has been historically exercised by such Service Provider, subject in each case to adjustments to take into account the Services may not be used by a Service Recipient for any purpose other than Separation and the operation separate nature of the WKKC Business or the Kellanova BusinessParties; provided, as applicablehowever, and consistent with the applicable Schedules. In that in no event shall the scope of any of the Services required to be performed hereunder exceed that described on the applicable Schedule unless otherwise subsequently agreed in writing in accordance with Section 1.02 and except as otherwise set forth hereinSchedules 1, 2 or 3. Service Provider shall have no obligation to provide, or cause to be provided, Services to any Person other than Service Recipient unless and only to the extent the Parties otherwise agree in writing. Each Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of the Receiving Party. In no event shall any other Party or any of such Party’s Affiliates; provided, that any Third Party Service Provider may perform be required to provide any Service that it reasonably believes does not comply with applicable Services on behalf of Service Provider in accordance with Section 1.04law. (b) Without limiting The provision of Services by Service Providers shall be subject to Article V hereof. (c) If it is necessary for any Service Provider to increase in any material respect the staffing or acquire any material equipment or make any material investments or material capital or other expenditures in order to accommodate an increase in the use of any Service beyond the level of use of such Service by or to, as applicable, the Separated Business immediately prior to the date hereof, such Service Provider shall inform the Receiving Party in writing of such increase in staffing level, equipment acquisitions, investments or capital or other expenditures before any such cost or expense is incurred. Upon mutual agreement of the Service Provider and the Receiving Party as to the necessity of any such increase, the Receiving Party shall (unless the Receiving Party and the Service Provider shall otherwise agree in writing) advance to the relevant Service Providers an amount equal to any upfront actual costs and expenses to be incurred in connection therewith. The Receiving Party shall reimburse the Service Provider for the remainder of such actual costs and expenses to be incurred in connection therewith on a monthly basis after such costs and expenses are incurred by the Service Provider’s rights or obligations under Section 2.01(a). If such mutual agreement is not reached, such Service Provider shall have no obligation to (i) provide, or cause to be provided, Services to any Person other than Service Recipient, (ii) make any such increase in any volumesstaffing level, amountsequipment acquisitions, levels, capacity, or frequencies with respect to the provision of the Services, (iii) engage in any increase or decrease in staffing levels, retention of any particular personnel, purchase of equipment, software, licenses, or license seats, or investments or capital or other expenditures in connection with the Services to be provided under this Agreement, or (iv) provide any Services with respect to any location to which the Services were not being provided as of the date hereof. (c) Notwithstanding anything to the contrary herein, without Service Provider’s prior written consent, (i) Service Recipients shall not, directly or indirectly, resell to, or permit the use of any of the Services by any other Person (except as permitted by Section 2.05) and (ii) in no event shall Service Recipients, their Affiliates or respective employees, third-party technology consultants or other personnel be entitled to modify any networks or systems of Service Provider, its Affiliates or third-party suppliers, or the Servicesexpenditures. (d) Without limiting If the provision of any obligations Service requires the Receiving Party (or any of a its Subsidiaries) to hold third-party licenses or other agreements relating to software, systems and/or processes (“Required Licenses”), the Receiving Party or its applicable Subsidiary shall obtain such Required Licenses at its own expense and at no cost to the Service Provider; provided, that, upon request of the Receiving Party, the Service Provider under this Agreementshall provide reasonable cooperation and assistance to such Receiving Party in the procurement of such Required Licenses. If the Receiving Party or its applicable Subsidiary is unable to obtain any such Required License, nothing herein shall prohibit the Service Provider from making and the Receiving Party shall use reasonable efforts to establish alternative arrangements to provide the Service in the absence of such generally applicable changes to its businesses or operations as it deems necessary in its sole and absolute discretion (including upgrading or changing technologyRequired License; provided, Software or information systems used by it in connection with this Agreement in a manner that is substantially consistent with such upgrades or changes made for similar systems and services provided or otherwise made available by the Service Provider shall not be responsible for itself, its Affiliates and their respective businesses) and applying such changes, any interruption in or impairment of the Service relating to the extent applicable, to the Servicesestablishment or terms of such alternative arrangements; provided that such changes do not, individually or in the aggregate, (i) adversely affect, degrade or impair the use of the Services by Service Recipient in any material respect or (ii) materially increase the Fees associated with such Services; and provided, further, that any portion of the Service requiring the use of such Required Licenses shall terminate in the event that the Service Provider shall, to and the extent reasonably practicable, provide at least sixty (60) calendar days’ prior noticeReceiving Party are, in writingthe exercise of their reasonable efforts, unable to establish such alternative arrangements. The Receiving Party shall be responsible for all costs and expenses associated with the establishment of such alternative arrangements or, if the relevant Parties fail to establish such alternative arrangements as specified above, any costs or expenses associated with or arising in connection with early termination of such change that would reasonably be expected to affect the Services, and Service Provider shall use commercially reasonable efforts to implement such change so as not to affect the Services provided hereunder, subject to Section 2.01(e)Service. Subject to the foregoing, to the extent any such upgrade or change affects an element of a Service and relates to technology, Software or information systems, Service Provider shall have no obligation to continue to provide, or cause to be provided, such Service element using the prior technology, Software or information systems. Except as expressly set forth herein, The Service Provider shall not have any obligation be obligated under this Services Agreement to acquire provide the Service (or use portion thereof) corresponding to such Required License during any efforts to acquire) new period in which the Receiving Party or additional technology, Software or information systems or upgrade (or use any efforts to upgrade) its existing technology, Software or information systemsapplicable Subsidiary does not have such Required License. (e) Upon Under no circumstances shall any Service Provider be obligated to provide any Service requiring an opinion, advice or representation as to which liability may be created for such Service Provider or its Affiliates due to claims from the Receiving Party or any other person or entity, including without limitation any governmental or regulatory authority (e.g., legal opinions or advice, tax opinions or advice, compliance opinions or advice), other than such customary representations as may reasonably be required by accountants in connection with the preparation of audited financial statements. (f) The Parties acknowledge that provision of Services hereunder may require the Service Provider to enter into new or amended agreements with third parties or obtain the consent and approval of third parties. The Service Provider shall use reasonable efforts to enter into such agreements and to obtain such consents and approvals for a time period not to exceed the applicable termination date of such Service hereunder. The Receiving Party may accept or reject the terms of such agreement or consent and approval; provided that in the event that the Receiving Party rejects the terms of any such agreement or such consent and approval, the Service Provider shall not be obligated to provide that portion of the Service requiring such agreement or such consent and approval and, subject to the immediately following sentence, such portion of the Service shall terminate. If the Receiving Party rejects the terms of any such agreement or consent and approval, the Service Provider and the Receiving Party shall, if requested by the Receiving Party, use reasonable efforts to establish alternative arrangements to provide the Service in the absence of such agreement, consent or approval; provided, that the Service Provider shall not be responsible for any interruption in or impairment of the Service relating to the establishment or terms of such alternative arrangements; and provided, further, that such portion of the Service requiring the third-party agreement, consent or approval shall terminate in the event that the Parties, in the exercise of their reasonable efforts, are unable to establish such alternative arrangements. The Receiving Party shall be responsible for all costs and expenses associated with entry into such new or amended agreements, the establishment of such alternative arrangements or the obtaining of any consent or approval, or, if the Receiving Party does not accept the terms of such agreements, consents or approvals or the Parties fail to establish such alternative arrangements as specified above, any costs or expenses associated with or arising in connection with early termination of such Service. (g) If the provision of any Service requires the use of Service Provider-issued checks or other fund transfers by the Service Provider on behalf of the Receiving Party (or as authorized in advance by the Receiving Party), the Service Provider shall issue such checks or make such fund transfers only to the extent they are adequately funded by the Receiving Party prior notice to Service Recipient, such check issuance or fund transfer in accordance with Section 3.02(a). (h) The Service Provider shall have the right to (i) shut down temporarily interrupt the provision of Services for emergency maintenance purposes or (ii) temporarily shut down the operation of the facilities or systems of providing any Service Provider (or an Additional Provider) providing the Services ifwhenever, in each casesuch Service Provider’s discretion, it is the commercially reasonable judgment of Service Provider (or an Additional Provider) that such action is necessary for its business. In performing any maintenance contemplated by this Section 2.01(e), including any routine maintenance or preventative services, necessary; provided that such Service Provider shall provide written notice of any such shutdown to the Receiving Party as reasonably in advance of such shutdown as practicable and shall use commercially reasonable efforts to minimize the impact of schedule such maintenance on in consultation with the Services and Service Recipient’s business, including by, to the extent reasonably practicable, (I) scheduling required maintenance after consulting with Service Recipient Receiving Party so as not to not unreasonably interfere with the business or operations of Receiving Party’s business. Such Service Recipient and (II) giving Service Recipient prior written notice of any such maintenance. With respect to Services provided by any Third Party Service Provider, Service Provider shall use commercially reasonable efforts to cause such Third Party Service Provider to comply with the provisions of this Section 2.01(e) as they apply to Service Provider, and shall forward on a reasonably prompt basis to Service Recipient any notice received from any such Third Party Service Provider regarding the interruption of Services. Service Provider and the applicable Additional Provider shall be relieved of its obligations to provide the Services affected portion by such shutdown during the period that its facilities are so shut down but shall use reasonable efforts to minimize each period of shutdown. (i) To the extent that it is not practicable to have the Receiving Party as the contracting party for any third-party license or agreement relating to the provision of any dependent Services Service to the Receiving Party or its applicable Subsidiary and such third-party license or agreement is necessary for the period provision hereunder of time that such Service after the date hereof, the Service Provider shall (or shall cause its relevant facilities or systems are shut down during maintenance, but shall also Subsidiary to) use commercially reasonable efforts to resume provision cause all such third-party contracts to extend to and be enforceable by the Receiving Party, or to assign such contracts to the Receiving Party (at the sole expense of the suspended Services as promptly as practicableReceiving Party). In the event that a particular Fee is based on such contracts are not extendable or assignable, the duration of time for which Service Provider provides the applicable suspended Serviceshall, Service Provider shall reduce the Fee related to such suspended Services on a pro rata basis based on the number of calendar days such Services are suspended. (f) Each Party acknowledges and agrees that Service Provider is providing the Services, or causing the Services to be provided, on a transitional basis to each Service Recipient in order to allow such Service Recipient time to obtain or provide similar services for itself, and that Service Provider, or an Additional Provider, are not commercial providers of such Services. Accordingly, this Agreement is only intended to be on a transitional basis to accommodate Service Recipients and the provisions of this Agreement shall be interpreted in such context. (g) Notwithstanding any other provision of this Agreement, Service Provider shall not have any obligation to provide, or cause to be provided, Services to the extent such provision feasible: (i) would cause Service Provider to breach any applicable Laws; provided, that act as agent for the Receiving Party for purposes of providing such Service Provider shall use commercially reasonably efforts to provide hereunder and in the pursuit of any claims, issues, demands or actions against such Services third-party provider, in a manner that does not result in such a breach of applicable Law; the Service Provider’s name but at the Receiving Party’s expense and (ii) infringes, misappropriates provide or otherwise violates the intellectual property rights of any third party; (iii) violates any Contract to which Service Provider is subject as of the date hereof or incurs any liability thereunder, or (iv) is disallowed as a result of a Force Majeure Event. In such event, the Parties shall discuss the matter in good faith, and use commercially reasonable efforts to implement, at Service Recipient’s sole expense, an appropriate workaround make available to the extent reasonably practicableReceiving Party copies of all such licenses or agreements. (h) Under no circumstances shall Service Provider (or an Additional Provider) be obligated to seek or obtain any formal legal or tax opinion in connection with providing any Service.

Terms and Conditions of Services. (a) Unless otherwise agreed by the Parties in writing in advancewriting, (i) the Service Provider Providers shall (or shall cause an Additional Provider to) be required to perform the Services in a manner and with using substantially the quality same quality, efficiency and standard of care generally consistent as used in all material respects with performing such Services in the manner, quality and standard of care used twelve (12) months immediately prior to perform the same or similar services for the WKKC Business or the Kellanova Business, as applicable, during the Baseline PeriodEffective Time, and (ii) the Services may not shall be used by a the Service Recipient Recipients for any purpose other than substantially the operation of same purposes and in substantially the WKKC Business or same time, place and manner as the Kellanova BusinessServices have been used in the twelve (12) months immediately prior to the Effective Time; provided, as applicablehowever, and consistent with the applicable Schedules. In that in no event shall the scope of any of the Services required to be performed hereunder exceed that described on the applicable Schedule unless otherwise subsequently agreed in writing in accordance Schedule. Each Party shall comply with Section 1.02 all Laws applicable to the provision and except as otherwise set forth hereinreceipt of Services pursuant to this Agreement. In no event shall any Service Provider shall have no obligation be required to provideprovide any Service that it reasonably believes does not comply with applicable Law. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, or cause to be provided, Services to any Person other than Service Recipient unless and only to the extent the Parties otherwise agree in writing. Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates; provided, that any Third Party Service Provider may perform applicable Services on behalf of Service Provider in accordance with Section 1.04THE PARTIES AGREE THAT THE SERVICE PROVIDERS SHALL NOT OWE ANY FIDUCIARY OR OTHER DUTIES (INCLUDING ANY DUTY OF LOYALTY OR DUTY OF CARE) TO THE SERVICE RECIPIENTS IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW. (b) Without limiting Service Provider’s rights or obligations under Section 2.01(a), Service Provider shall have no obligation to (i) provide, or cause to be provided, Services to any Person other than Service Recipient, (ii) make any increase in any volumes, amounts, levels, capacity, or frequencies with respect to the provision of the Services, (iii) engage in any increase or decrease in staffing levels, retention of any particular personnel, purchase of equipment, software, licenses, or license seats, or investments or capital or other expenditures in connection with the Services to be provided under this Agreement, or (iv) provide any Services with respect to any location to which the Services were not being provided as of the date hereof. (c) Notwithstanding anything to the contrary hereinin this Agreement, without each Service Provider’s prior written consentRecipient acknowledges that the Service Provider may be providing services similar to the Services it provides for itself and its Affiliates, and the Service Provider reserves the right to modify the Services (i) Service Recipients shall not, directly or indirectly, resell to, or permit the use of any if such modifications are applicable to all other recipients of the Services by any other Person (except as permitted by Section 2.05) or services similar to the Services and (ii) in no event to the extent necessary to comply with applicable Law or requirements of Governmental Authorities; provided that the Service Provider provides substantially the same advance notice of such modifications to the Service Recipient as the Service Provider provides to its Affiliates. (c) The Service Recipients shall, and shall cause their applicable Affiliates to, eliminate their need for the provision of each Service Recipients, their Affiliates by the Service Provider on or respective employees, third-party technology consultants or other personnel be entitled to modify any networks or systems of before the termination date for such Service Provider, its Affiliates or third-party suppliers, or as set forth on the Servicesapplicable Schedule. (d) Without limiting Under no circumstances shall any obligations of a Service Provider under this Agreementbe obligated to provide the Excluded Services or any other service requiring an opinion, nothing herein shall prohibit Service Provider from making such generally applicable changes to its businesses advice or operations as it deems necessary in its sole and absolute discretion representation (including upgrading e.g., legal opinions or changing technology, Software or information systems used by it in connection with this Agreement in a manner that is substantially consistent with such upgrades or changes made for similar systems and services provided or otherwise made available by Service Provider for itself, its Affiliates and their respective businesses) and applying such changes, to the extent applicable, to the Services; provided that such changes do not, individually or in the aggregate, (i) adversely affect, degrade or impair the use of the Services by Service Recipient in any material respect or (ii) materially increase the Fees associated with such Services; provided, further, that Service Provider shall, to the extent reasonably practicable, provide at least sixty (60) calendar days’ prior notice, in writing, of any such change that would reasonably be expected to affect the Services, and Service Provider shall use commercially reasonable efforts to implement such change so as not to affect the Services provided hereunder, subject to Section 2.01(e). Subject to the foregoing, to the extent any such upgrade or change affects an element of a Service and relates to technology, Software or information systems, Service Provider shall have no obligation to continue to provideadvice, or cause to be provided, such Service element using the prior technology, Software tax opinions or information systems. Except as expressly set forth herein, Service Provider shall not have any obligation under this Agreement to acquire (or use any efforts to acquire) new or additional technology, Software or information systems or upgrade (or use any efforts to upgrade) its existing technology, Software or information systemsadvice). (e) Upon reasonable prior notice to Service Recipient, Any Service Provider shall have the right right, consistent with practices immediately prior to (i) the Effective Time, to shut down temporarily interrupt the provision of Services for emergency maintenance purposes or (ii) temporarily shut down the operation of the systems or facilities or systems of providing any Service Provider (or an Additional Provider) providing the Services ifwhenever, in each casesuch Service Provider’s discretion, it is the commercially reasonable judgment of Service Provider (or an Additional Provider) that such action is necessary for its business. In performing any maintenance contemplated by this Section 2.01(e), including any routine maintenance or preventative services, necessary; provided that such Service Provider shall use commercially reasonable efforts to minimize the impact of such maintenance on the Services and Service Recipient’s business, including by, to the extent reasonably practicable, (I) scheduling required maintenance after consulting with Service Recipient so as to not unreasonably interfere with the business or operations of Service Recipient and (II) giving Service Recipient prior provide written notice of any such maintenance. With respect shutdown to Services provided by any Third Party Service Provider, Service Provider shall use commercially reasonable efforts to cause such Third Party Service Provider to comply with the provisions of this Section 2.01(e) as they apply to Service Provider, and shall forward on a reasonably prompt basis to Service Recipient any notice received from any as reasonably in advance of such Third Party shutdown as practicable. Such Service Provider regarding the interruption of Services. Service Provider and the applicable Additional Provider shall be relieved of its obligations to provide the Services affected portion of any dependent Services for by such shutdown during the period of time that the relevant its systems or facilities or systems are so shut down during maintenance, but shall also use commercially reasonable efforts to resume provision minimize each period of the suspended Services as promptly as practicable. In the event that a particular Fee is based on the duration of time for which Service Provider provides the applicable suspended Service, Service Provider shall reduce the Fee related to such suspended Services on a pro rata basis based on the number of calendar days such Services are suspendedshutdown. (f) Each Party acknowledges and agrees that Service Provider is providing the Services, or causing the Services to be provided, on a transitional basis to each Service Recipient in order to allow such Service Recipient time to obtain or provide similar services for itself, and that Service Provider, or an Additional Provider, are not commercial providers of such Services. Accordingly, this Agreement is only intended to be on a transitional basis to accommodate Service Recipients and the provisions of this Agreement shall be interpreted in such context. (g) Notwithstanding any other provision of this Agreement, Service Provider shall not have any obligation to provide, or cause to be provided, Services to the extent such provision (i) would cause Service Provider to breach any applicable Laws; provided, that such Service Provider shall use commercially reasonably reasonable efforts to obtain any Consents from Third Parties that are necessary in order to provide the Services. If any such consent is not obtained, such Service Provider shall not be required to provide such Services in a manner that does not result in such a breach of applicable Law; (ii) infringes, misappropriates or otherwise violates the intellectual property rights of any third party; (iii) violates any Contract to which Service Provider is subject as of the date hereof or incurs any liability thereunder, or (iv) is disallowed as a result of a Force Majeure Event. In such event, the Parties but shall discuss the matter in good faith, and use commercially reasonable efforts to implement, at implement a reasonable alternative arrangement to provide the relevant Services. All costs associated with obtaining such consents shall be borne one-half each by Trinity and Arcosa. All costs associated with implementing and providing a reasonable alternative arrangement to provide the relevant Services shall be borne by the Service Recipient’s sole expense, an appropriate workaround to the extent reasonably practicable. (h) Under no circumstances shall Service Provider (or an Additional Provider) be obligated to seek or obtain any formal legal or tax opinion in connection with providing any Service.