Common use of Transition Services Clause in Contracts

Transition Services. To the extent that Sellers' Employees are reasonably able to perform such services, Sellers shall provide to Buyer reasonable and normal services relating to the effectuation of an orderly transition of the operation and administration of the Business to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior to the Closing Date, Sellers shall provide to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to Sellers.

Transition Services. To (a) Commencing on the extent that Sellers' Employees are reasonably able Closing Date, the parties shall cooperate and shall use their commercially reasonable efforts to perform such services, Sellers shall provide transition all of the Brand Assets and the operations associated therewith (the “Brand Operations”) to Buyer reasonable and normal services relating Ascendia as promptly as practicable following the Closing Date. (i) No less than one month prior to the effectuation of an orderly transition end of the operation Term, Ascendia shall deliver to Coty its plan for removing Brand Inventory from the Coty warehouses to Ascendia’s warehouses and administration Coty and Ascendia shall use their commercially reasonable efforts to implement such plan. Ascendia shall be responsible for providing all trucks necessary to move the Brand Inventory to its warehousing facilities, and Coty agrees that it will load up to 20 trucks per Business Day of Brand Inventory during the fifteen (15) days preceding the end of the Business Term. (ii) During the Term, Ascendia and Coty shall work together to Buyer transfer customers from Coty’s systems to Ascendia’s systems. Not more than forty-five (45) days prior to the "Transition Services"). To expiration of the extent that Sellers' employees are not reasonably able to perform Transition Services requested by BuyerTerm, Sellers shall promptly offer to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating customers, the estimated fees and expenses form of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer which shall be solely responsible for all fees, expenses, mutually agreed by Ascendia and other costs of such Third Party Provider. In addition, Coty prior to the Closing Date, Sellers shall be delivered to all customers. (b) Commencing on the Closing Date and subject to Section 3 hereof, Coty shall, or shall cause its Affiliates to, provide to Ascendia during the Term the services set forth in Schedule 2(b) hereto (collectively the “Transition Services”). (c) Within ten (10) Business Days following the Closing Date, Coty shall provide the information listed on Schedule 2(c) in a format reasonably acceptable to Buyer copies of all policy formsAscendia. (d) Within ten (10) Business Days following the Closing Date, Coty shall provide complete brand and all other related formsbusiness reviews in accordance with Schedule 2(d) attached hereto and made a part hereof, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and may include (to the extent that Buyer requests that Sellers perform Transition Servicesnot otherwise previously provided by Coty) (i) a list of SKUs, (ii) a description of the competitive environment in which the Brands compete, (iii) any consumer research relating to the Brands performed by Coty or on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder its behalf during the immediately three (3) year period preceding monthClosing, (iv) sales forecasts (including historical versus actual for the preceding three (3) years), and (v) a descriptive history of new product introductions and withdrawals. Within ten Such brand and business days after receipt reviews shall be in substantially the format which is also set forth in Schedule 2(d). (e) Promptly following the Closing Date, Ascendia, in consultation with Coty, shall develop a schedule within the Term (and the parties shall follow such schedule) to transition customer account management on an account-by-account basis. (f) Coty shall use commercially reasonable efforts to ensure that files, documents, reports and other written materials provided to Ascendia hereunder shall be organized, packed, labeled and/or indexed so as to facilitate identification and retrieval by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersAscendia.

Transition Services. To (a) For a period of one hundred eighty (180) days from and after the Closing Date, Seller agrees to provide, or to cause its Affiliates to provide, the transition services set forth on Schedule 4.8 hereto (the “Transition Services”). For greater certainty and notwithstanding any provision of this Agreement to the contrary, Seller shall not have any responsibility to provide (i) any service to the extent that Sellers' Employees are reasonably able the Seller does not have qualified personnel available to perform such servicesservice or to the extent that the provision of such service would require the Seller to engage any additional employees or consultants, Sellers or (ii) provide services that Seller’s employees did not provide immediately before the Closing. (b) Buyer agrees to reimburse Seller for all reasonable costs to Seller of providing the Transition Services, including the cost of employee wages and compensation on a full-time equivalent basis in respect of time spent providing the Transition Services and all out-of-pocket expenses reasonably incurred by Seller in connection with the provision of the Transition Services. (c) Not later than twenty-one (21) days after the last day of each fiscal month of Seller during which Seller provides Transition Services to Buyer (or, if such date is not a Business Day, then on the immediately succeeding Business Day), Seller shall provide to Buyer reasonable an invoice for the preceding month’s Transition Services, which shall list (i) the Transition Services provided by Seller to Buyer for such month, and normal services relating (ii) the charges for such Transition Services and shall be accompanied by documentation with respect to the effectuation out-of-pocket expenses in respect of an orderly transition which Seller is claiming reimbursement. The amount stated in such invoices shall be paid by Buyer in full within thirty (30) days of the operation and administration issuance of the invoices (or, if such date is not a Business Day, then on the immediately succeeding Business Day) to an account designated by Seller, except to the extent such amount shall be the subject of a good faith dispute between Buyer and Seller. (d) Seller shall not be liable (including any liability for the acts and omissions after the Closing Date of its Affiliates or any of their respective employees, agents and subcontractors) to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able in connection with any services provided under this Section 4.8 except with respect to direct damages arising out of Seller’s willful misconduct or gross negligence in performing its obligations under this Section 4.8 or out of Seller’s refusal to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision in breach of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior to the Closing Date, Sellers shall provide to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in this Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to Sellers4.8.

Transition Services. To (a) For the extent that Sellers' Employees are reasonably able period after the Closing Date until Buyer otherwise notifies Seller in writing, such period not to perform such servicesexceed one (1) year after the Closing Date (the "Transition Period"), Sellers Seller shall provide to Buyer reasonable and normal any administrative services relating reasonably requested by Buyer in order to the effectuation of an orderly transition of the operation and administration of continue the Business to Buyer (the "Transition Services"); provided, however, that the Transition Services shall not include (i) any services not provided by Seller to the Business in the ordinary course as of the Closing, or (ii) any legal, environmental, medical emergency response, OSHA compliance or import-export services. To During the extent that Sellers' employees are not reasonably able Transition Period, Buyer shall use its commercially reasonable efforts to perform cease the Transition Services by eliminating the need for, providing to itself, or otherwise obtaining, such services. (b) Buyer shall reimburse Seller for all of Seller's (i) normal direct labor charges (including overtime) for actual time devoted to performance of the Transition Services requested by Buyer, Sellers shall promptly offer plus an allocation (based on such actual time) of fringe benefit costs, then multiplied by a factor of 1.2 for overhead, and (ii) out-of-pocket expenses (including, without limitation, materials costs consumed in providing such services), all to arrange for the provision of such extent reasonably incurred and necessary to provide the Transition Services Services. Any reimbursements required to be made by one or more third parties (a "Third Party Provider"). Such offer Buyer to Seller under this Section 7.8(b) shall be made by means to Seller within thirty (30) days after Buyer's receipt of Seller's invoices therefor, which invoices shall include supporting documentation providing, in reasonable detail, a written notice description of all amounts subject to reimbursement. (c) Seller's total liability to Buyer indicating the estimated fees and expenses arising out of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior or relating to the Closing Date, Sellers Transition Services shall provide to Buyer copies not exceed the aggregate amount of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested reimbursements paid by Buyer to provide services beyond Seller for the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on and in no event shall Seller be liable to Buyer for any incidental, consequential, indirect or before the 15th day special loss or damage of each monthany kind, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer including without limitation lost business, lost profits, costs of each such invoicedowntime, Buyer shall pay to Sellers whether based in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to Sellerscontract, tort or any other legal theory.

Transition Services. To Between the extent that Sellers' Employees are reasonably able to perform such services, Sellers shall provide to Buyer reasonable date of this Agreement and normal services relating to the effectuation of an orderly transition of the operation and administration of the Business to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior to the Closing Date, Sellers the Parties shall negotiate in good faith to finalize the list of Transition Services (as defined in the Transition Services Agreement) set forth on Annex A to the Transition Services Agreement. The final Annex A to the Transition Services Agreement will be attached to the definitive form of such agreement executed at Closing and shall provide the following services under the Transition Services Agreement for a period of six (6) months after the Closing Date (the “Initial Transition Period”) at no cost to Buyer copies of all policy formsBuyer: an IT environment, SSC environment, and all other related formspayroll environment necessary for supporting the Business in a manner consistent with the manner of support provided by Parent prior to Closing (the “Initial Transition Services”). For a period of six (6) months following the Initial Transition Period, including drafts and check stock, used by Sellers in its administration of Seller shall provide the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are Initial Transition Services at a cost per such Initial Transition Service requested by Buyer to provide services beyond be negotiated in good faith and agreed by the reasonable and normal Parties. The Initial Transition Services described and all services otherwise reflected in the Transition Services Agreement shall be provided using Parent’s and Seller’s existing contracts, licenses and other assets. Parent and Seller shall also assist Buyer with the separation and segregation of the IT Assets transferred by Seller to Buyer pursuant to Section 2(e) above6.23 at no cost to Buyer; provided, such reimbursement however, that the Initial Transition Services and the services otherwise reflected in the Transition Services Agreement shall not otherwise include, nor shall Parent nor Seller otherwise provide, services involved in the migration from Seller’s overall IT environment to Buyer’s systems unless Parent, Seller and Buyer shall negotiate a separate fee to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers Buyer to Third Party Providers Parent and Seller for such services. All services contemplated by this Section 6.15 and otherwise reflected in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during Agreement shall terminate on the immediately preceding month. Within ten business days after receipt by Buyer twelve (12) month anniversary of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersClosing Date.

Transition Services. To The services contemplated by this Section 9.06 are collectively referred to as the extent that Sellers' Employees are “Transition Services.” (a) Seller shall, and shall cause its Subsidiaries to, reasonably able to perform such services, Sellers shall provide to Buyer reasonable and normal services relating to cooperate with Xxxxx’s request for assistance in a timely manner in connection with the effectuation of an orderly transition transfer of the operation and administration of Acquired Assets and, upon Xxxxx’s request, provide reasonable assistance in a timely manner to enable Buyer to commercialize the Business Acquired Assets in a manner similar to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested practiced by Buyer, Sellers shall promptly offer to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, Seller prior to the Closing Date, Sellers it being understood that Seller shall not provide Buyer with legal or regulatory advice, all as set forth in more detail pursuant to Section 9.06(b) below. After the Closing Date, Seller shall take any and all actions reasonably necessary or appropriate to transfer the Regulatory Approvals and Regulatory Documentation to Buyer copies at its sole cost and expense. The parties will agree upon procedures to ensure a smooth transition from Seller to Buyer of all policy formsof the activities required to be undertaken by the Regulatory Approvals and Regulatory Documentation. (b) Promptly after the Closing Date, Buyer and Seller will reasonably cooperate in good faith to discuss the terms and conditions of a transition services agreement to be entered into as soon as reasonably practicable after the Closing Date pursuant to which Seller will provide mutually agreed transition services (including with respect to storage and transport of inventory of the Business Product) to Buyer on customary terms, including prompt reimbursement of Seller’s out-of-pocket costs and reimbursement of a reasonable amount of time spent by Seller’s personnel providing such services in an amount to be determined. Until such transition services agreement is entered into, Seller will use its commercially reasonable efforts to provide for a smooth and orderly transition of the Business to the Buyer, including the services contemplated to be covered by the transition services agreement, provided that Xxxxx will promptly reimburse Seller for its out-of-pocket costs and reimbursement of a reasonable amount of time spent by Seller’s personnel providing such services in an amount to be determined. For any Transition Services provided under this Section 9.06(b), (i) Seller shall be named an “additional insured” under Buyer’s applicable insurance policies and (ii) in no event shall Seller have any liability (x) with respect to such Transition Services for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this agreement, or diminution of value or any damages based on any type of multiple, whether based on statute, contract, tort or otherwise, and all whether or not arising from the other related formsparty’s sole, including drafts and check stockjoint, used by Sellers or concurrent negligence, strict liability, criminal liability or other fault or (y) in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested an amount exceeding any fees paid by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, Seller for such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on whether in contract or before in tort, regardless of the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to form in which such claim may be brought. Any Transition Services under this Section 9.06(b) shall be provided hereunder during for a term not to exceed 90 days from the immediately preceding month. Within ten business days Closing Date, subject to extension by mutual written agreement of the parties. (c) Promptly after receipt the Closing Date, Seller will use commercially reasonable efforts to obtain the third-party consents set forth on the Consent Schedule, at its sole cost and expense. (d) Neither the Transition Services nor the transactions contemplated by Buyer of each such invoicethis Agreement create any partnership, Buyer shall pay to Sellers in cash joint venture or fiduciary relationship between the amounts reflected on such invoice to the extent that such amounts have not already been paid to Sellersparties.

Transition Services. To Section 1.1 Subject to the extent that Sellers' Employees terms and conditions of this Agreement, commencing on the Closing Date and until the Initial Termination Date (as defined below) (unless extended or earlier terminated, as applicable, pursuant to ARTICLE 3) with respect to each Service, Parent will cause Sellers to provide to the applicable Company, solely to enable Buyer to conduct the Business as conducted by Sellers immediately prior to the Closing, those services set forth on Exhibit A attached hereto (together with any other services provided by Sellers pursuant to this Agreement, the “Services”) and as are reasonably able necessary to perform such services, Sellers shall provide transfer administrative support services to Buyer reasonable and normal services relating to the effectuation Companies. At the request of an orderly transition of the operation and administration of the Business to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer use commercially reasonable efforts to arrange include in the Services the continuation of any goods and services provided to Sellers (if capable of being provided by Sellers) under any Excluded Contract reasonably necessary for the provision operation of such Transition Services the Business in the same or substantially the same manner as the Business was operated by one or more third parties (a "Third Party Provider")the Companies as then owned by Sellers immediately prior to the Closing, if Buyer, despite commercially reasonable efforts, has been unable to contract with another Person for those same goods and services upon commercially reasonable terms. Such offer shall be made by means In connection with the foregoing, Buyer may, at any time following the commencement of a the term of this Agreement, upon written notice to Buyer indicating Parent given at least thirty (30) days in advance, request that additional services be added to the estimated fees and expenses of Services, so long as such Third Party Provider additional services were being provided by Sellers in relation to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, Business immediately prior to the Closing Dateand are reasonably necessary for the operation of the Business in the same or substantially the same manner as the Business was operated by the Companies as then owned by Sellers immediately prior to the Closing, and Buyer shall reimburse Parent and Sellers for the Direct Costs (as defined below) of such Services. Section 1.2 Parent or, at Parent’s direction, Sellers shall provide be entitled to Buyer copies payment of all policy formsits Direct Costs for providing such Services. “Direct Costs” means cost not to exceed the cost of labor, material, travel, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and expenditures to the extent that Buyer requests that Sellers perform Transition the costs are directly incurred to provide the Services. For the avoidance of doubt, on or before “Direct Cost” for Buyer’s use of any of Sellers’ employees’ labor shall not exceed the 15th day of each monththen-current wage rate for such employee, Sellers including benefits. Parent shall endeavor to provide Buyer with a reasonably detailed an invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder for the Direct Costs each month during the immediately preceding monthterm of this Agreement. Within ten business The Direct Costs shall be paid within thirty (30) days after the Buyer’s receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to Sellersa statement therefor.

Transition Services. To the extent that Sellers' Employees are reasonably able to perform such services(a) Seller will (and will instruct Cardinal SPS to) provide Purchaser with all order processing and fulfillment, Sellers shall provide to Buyer reasonable billing, collections, receivables processing, returns processing, chargeback processing and normal other services relating to the effectuation of an orderly transition of the operation and administration of the Business to Buyer (the "Transition Services"). To the extent Product that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior to the Closing DateEffective Date were provided to Seller by Cardinal SPS (the “Transition Services”) during the period from the Effective Date until Purchaser notifies Seller in writing, Sellers shall provide on a service-by-service basis, that Cardinal SPS is ready to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration commence performing such Transitional Services directly for Purchaser’s account (the “Transition Period”). (b) In connection with the performance of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, Seller may both receive funds and disburse funds on or before the 15th day behalf of Purchaser. Within fifteen (15) days after the end of each monthweek, Sellers shall Seller will provide Buyer with to Purchaser a reasonably detailed invoice setting forth amounts due from Buyer with respect account of these activities (the “Weekly Account”) that will set forth: (i) the amount of all payments received for the Product sold by Seller on behalf of Purchaser pursuant to the Transition Services provided hereunder (the “Receipts”), inclusive of reasonable detail of any customer deductions against gross invoiced amounts, (ii) the amount of cash disbursed by Seller on behalf of Purchaser during such month pursuant to the immediately preceding monthTransition Services for Product-related rebates, chargebacks, GPO administration fees, inventory management fees, fees charged by Cardinal SPS and shipping costs (“Disbursements”). Within ten The Weekly Account shall set forth in reasonable detail a summary of the Receipts and Disbursements. If the aggregate amount of (A) Receipts exceeds the aggregate amount of Disbursements during a week, Seller shall forward such cash excess to Purchaser within five (5) business days after the end of such week and (B) Disbursements exceeds the aggregate amount of Receipts for a particular week, Seller shall submit an invoice to Purchaser for the difference. Purchaser shall pay all amounts not disputed by Purchaser in good faith to Seller within five (5) business days after its receipt by Buyer of each such invoice. [ * ] = Certain confidential information contained in this document, Buyer shall pay marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Sellers in cash Rule 24b-2 of the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersSecurities Exchange Act of 1934, as amended.

Transition Services. To From and after the extent date hereof and until [*], SBCL will provide necessary and appropriate services other than such services as have been transitioned to Healtheon in order that Sellers' Employees the Agreed Services are reasonably able rendered to perform such servicesSBCL. Notwithstanding the foregoing, Sellers SBCL shall not be required to provide to Buyer reasonable and normal any services relating to provided by [*] under Assumed Contracts (as defined in the effectuation of an orderly transition of the operation and administration of the Business to Buyer (the "Transition Services"Asset Purchase Agreement). To In consideration of such services from the extent that Sellers' employees are Effective Date, SBCL will invoice Healtheon not reasonably able to perform Transition Services requested more frequently than monthly for all [*] Costs (other than [*]) incurred by Buyer, Sellers shall promptly offer to arrange for SBCL in the provision of such Transition services. Each such invoice shall be accompanied by reasonable documentation relating to charges on such invoice. In the event that SBCL is still required to provide any such services after [*] in order for all Agreed Services by to be rendered, it shall invoice Healtheon for [*] of all such [*] Costs incurred after [*]; provided that the foregoing [*] in charges shall not apply to the extent such delays are due to the acts of, or one or more third parties (a "Third Party Provider")failures to act by, SBCL, and Healtheon provides reasonable documentation of such fact. Such offer All amounts shown on any such invoice shall be made paid by means Healtheon, without offset for any amounts which may then be owed by SBCL to Healtheon, within [*] after the date of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Providerinvoice. In addition, prior to the Closing Date, Sellers shall provide to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer Healtheon disputes any amount shown due on any such invoice, Healtheon shall pay timely any undisputed amounts and send a Dispute Notice to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer SBCL with respect to Transition Services provided hereunder during the immediately preceding monthany disputed amounts. Within ten business days a period of [*] after receipt by Buyer the date of each such invoicethe Dispute Notice, Buyer Healtheon shall pay have the right to Sellers in cash the amounts reflected on such invoice initiate exercise of Audit Rights with respect to the extent portions of SBCL's books and records that such amounts have not already been paid relate to Sellersthe subject of the dispute. In the event that the [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. parties are unable to resolve the disputed matter, the matter shall be resolved in accordance with Section 16 hereof.

Transition Services. To (a) From and after the extent that Sellers' Employees are reasonably able to perform such servicesTransaction Closing until the Transition Services Agreement shall be executed, Sellers Seller or its Affiliates shall provide to Buyer and the Companies all usual and customary services and customarily prepared data and information relating to the Personal Lines Business that is reasonably necessary to renew and replace the insurance contracts (the “Seller Transition Service”) at no cost to Buyer; provided that Buyer shall reimburse Seller for its reasonable out-of-pocket costs and normal expenses in providing the Seller Transition Services paid to Persons not affiliated with Seller who customarily provided such services relating to the effectuation renewal or replacement of an orderly transition of the operation insurance contracts and administration of the Business provided further that Seller and its Affiliates shall not be obligated to Buyer (the "provide Seller Transition Services"). To Services to the extent that Sellers' employees Seller and its Affiliates are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider unable to provide such services, Sellers data or information because Buyer has employed the Transferred Employees or acquired the assets necessary to provide same. (b) From and after the Transaction Closing until the Transition Services Agreement shall arrange for be executed, Buyer and the Companies shall provide to the Commercial Lines Companies any usual and customary services and customarily prepared data and information relating to the Commercial Lines Business that is reasonably necessary to renew and replace the insurance contracts under the Commercial Lines Business (the “Buyer Transition Service”) at no cost to the Commercial Lines Companies to the extent Seller and its Affiliates are unable to provide such services, data or information because Buyer has employed the Transferred Employees or acquired the assets necessary to provide same. In consideration of the provision of the Buyer Transition Services, the Commercial Lines Companies shall reimburse Buyer and the Companies for their reasonable out-of-pocket costs and expenses in providing the Buyer Transition Services paid to Persons not affiliated with Buyer who customarily provided such services by relating to renewal or replacement of insurance contracts relating to the Third Party Provider Commercial Lines Business. (c) Seller and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior to the Closing Date, Sellers shall provide to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers negotiate with AmTrust in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal good faith a Transition Services described in Section 2(eAgreement to take effect following the Transaction Closing Date that among other matters will provide for (i) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Seller Transition Services, on Buyer Transition Services or before any other services provided by AmTrust or the 15th day of each monthCommercial Lines Companies to Seller, Sellers shall provide its Affiliates, the Buyer with a reasonably detailed invoice setting forth amounts due from Buyer or the Companies with respect to the renewal or replacement of insurance contracts relating to the Commercial Lines Business or Personal Lines Business and (ii) any services to be provided by AmTrust, the Commercial Lines Companies, Seller, its Affiliates, the Buyer or the Companies that relate to the administration of business in-force as of the Transaction Closing Date (the “Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersAgreement”).

Transition Services. To (a) For a period of twenty-seven months commencing on the Closing Date (the "Transition Period") Sellers and Parent shall make available to Purchaser the services described below in Section 9.08(c) except to the extent that Sellers' Employees are such services relate to the maintenance, updating, provision, conversion and transfer of operating and other data and records primarily relating to the Business (including, without limitation, Transition Services which use the Consent Software), in which case the Transition Period shall commence on the Closing Date and continue for so long as it is reasonably able necessary for Purchaser to perform avail itself of such services, but in no event for a period extending past the date five years and three months from the Closing Date. Sellers and Parent shall only be obligated to provide Transition Services during normal business hours and in a manner that will not interfere with Sellers' or Parent's business operations. Prior to Buyer the Closing, Sellers, Parent and Purchaser shall negotiate in good faith and enter into a Transition Services Agreement more fully describing the Transition Services and the legal obligations of the parties to one another. (b) Purchaser shall reimburse Sellers and Parent for their allocable overhead and any reasonable out-of-pocket expenses (including reasonable costs of salaries and normal benefits of employees providing such services) incurred by Sellers and Parent in providing the Transition Services. Any payments required to be made hereunder shall be due and payable within 30 days of date of invoice. (c) During the Transition Period, Sellers and Parent shall make available to Purchaser such support services relating to the effectuation of an orderly transition of the operation financial, tax, accounting, legal, human resources, claims, underwriting, data processing systems and administration of the Business to Buyer other administrative services (the "Transition Services")) as Purchaser shall reasonably request from time to time during the Transition Period so as to permit Purchaser (taking into account its rights under this Agreement and the Ancillary Agreements) to conduct the Business during the Transition Period as conducted as of the Signing Date. To Notwithstanding anything herein to the extent contrary, Purchaser, Sellers and Seller Parent acknowledge and agree that Sellers' employees are any services provided by Transferred Employees after the Closing will not reasonably able constitute Transition Services. (d) Sellers and Parent agree to perform the Transition Services requested by Buyerto be provided pursuant to this Section 9.08 and under the Transition Services Agreement in a professional and competent manner, using at least the same standard of care that it uses in performing such services in its own affairs. (e) SELLERS AND PARENT MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE TRANSITION SERVICES TO BE PROVIDED HEREUNDER. (f) In no event shall Sellers shall promptly offer or Parent be liable for any incidental or consequential damages to arrange for Purchaser arising from the provision of such the Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees Sellers and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such servicesParent, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior to the Closing Date, Sellers shall provide to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers than for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on Seller's or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersParent's gross negligence or willful misconduct.

Transition Services. The Seller will offer to Purchaser, at Purchaser's expense as set below, the following transitional services for the periods following Closing as set forth below: (a) The Seller will offer to the Purchaser for a period of up to six months following the Closing Date purchasing and accounts payable services with respect to the Business (excluding distribution of accounts payable checks) with such services to be substantially of the type, nature and extent provided by Teledyne Xxxx Aeronautical ("TRA") to the Business immediately prior to Closing, and the Purchaser shall pay to the Seller $10,000 per month for such services, with payment due within thirty days of the end of each one month period following the Closing Date. The Purchaser will establish and fund checking accounts in its name upon which such checks will be drawn. (b) The Seller will offer to the Purchaser for a period of up to three months following the Closing Date payroll processing services with respect to the Business as the interface to external ADP payroll processing and maintenance of the benefits portion of the payroll function of the Business with such services to be substantially of the type, nature and extent provided by TRA to the Business immediately prior to Closing and Purchaser shall pay to the Seller $6,000 per month for such services, with payment due within thirty days of the end of each one month period following the Closing Date. The Purchaser will establish and fund checking accounts in its name upon which such checks will be drawn. (c) The Seller will offer to the Purchaser for a period of up to three months following the Closing Date internet access in connection with the operation of the Business with such services to be substantially of the type, nature and extent provided by TRA to the Business immediately prior to Closing and Purchaser shall pay to the Seller $1,000 per month for such services, with payment due within thirty days of the end of each one month period following the Closing Date. (d) The Purchaser will give written notice to the Seller at least five business days prior to the end of each monthly service period if services under any of Section 7.7(a), Section 7.7(b) or Section 7.7(c) are not to be continued during the next succeeding monthly period. (e) To the extent that Sellers' Employees are reasonably able any third party license or consent is required to perform such services, Sellers shall permit the Seller to provide to Buyer reasonable and normal services relating to the effectuation of an orderly transition any of the operation transition services under any of Section 7.7(a), Section 7.7(b) or Section 7.7(c), the Seller shall use its best efforts to obtain such licenses or consents and administration of the Business to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Providerlicenses or consents shall be borne by the Purchaser in addition to the payments described above in this Section 7.7 (f) The Purchaser acknowledges that the Seller may sell TRA and that the transition services identified in this Section 7.7 may be provided by a Person or Persons other than TRA. In additionConsequently, prior the Purchaser undertakes to use its best efforts to bring the services provided under this Section 7.7 in-house or otherwise outsource them as soon as practicable after the Closing Date. In no event shall the Seller be required to provide transition services identified in this Section 7.7 beyond the respective periods specified in Sections 7.7(a), Sellers shall provide to Buyer copies of all policy forms, (b) and all other related forms, including drafts (c). The Purchaser acknowledges and check stock, used by Sellers in its administration agrees that employees of the Reinsured Policies. Buyer agrees Purchaser shall not have access to provide reasonable expense reimbursement to Sellers in any system of the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(eSeller (or any other Person providing transition services) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests information of the Business is not segregated from information of the Seller (or other Person providing transition services). Nothing in this Section 7.7 shall be construed to require that Sellers perform Transition Services, on the Seller (or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers any other Person providing transition services) maintain any person in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to Sellersits employ.

Transition Services. To the extent that Sellers' Employees are reasonably able to perform such services, Sellers shall provide to Buyer reasonable and normal services relating (a) In addition to the effectuation specific covenants set forth elsewhere in this Agreement, from the date of an orderly transition this Agreement through the Closing Date, Seller and Seller Sub agree to provide assistance to Purchaser with the goal of enabling Purchaser to operate independently of Seller and Seller Sub following the Closing, subject to the Service Agreements, including with respect to cash management, personnel and employee benefits, information systems and internet access. Seller and Seller Sub acknowledge that there may be additional services which have not been identified in this Agreement or in the Ancillary Agreements but which have been used by the Business prior to the Closing Date and which shall continue to be required or desired by Purchaser after the Closing in connection with the operation of the operation Business. If any such additional services are identified and administration of the Business to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by BuyerPurchaser, Sellers shall promptly offer Seller and Seller Sub agree to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond negotiate in writing to Sellers that Buyer desires the Third Party Provider good faith with Purchaser to provide such services. (b) Subject to such terms and conditions to be mutually agreed between the parties as soon as practicable following the date of this Agreement, Sellers shall arrange for the provision of such services Seller agrees to cause each Excluded Employee, while employed by the Third Party Provider and Buyer shall Seller or Seller Sub, to be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior to made available following the Closing Date, Sellers for a reasonable period of time, to perform for the benefit of Purchaser the usual and customary functions and services that were performed by such Excluded Employee with respect to the Business as of the Closing Date, and Purchaser shall provide pay a fee to Buyer copies Seller in consideration thereof to reimburse Seller and Seller Sub for any direct payroll costs and out-of-pocket expenses to the extent such costs and expenses are incurred during such period. For purposes of this Section 5.25, "direct payroll costs and out-of-pocket expenses" shall mean (i) the gross amount of all policy formssalaries and wages, benefit costs and other compensation with respect to any Excluded Employee, and all applicable fees, taxes, and other related formsamounts owed to third parties as a result of the employment of such Excluded Employee, including drafts federal, state and check stocklocal income tax withholding, used contributions pursuant to the Federal Insurance Contributions Act and Federal Unemployment Tax Act, workers' compensation, unemployment insurance, other withholding or payments required by Sellers in its administration of the Reinsured Policies. Buyer agrees federal, state or local law or regulations, and all payments to provide reasonable expense reimbursement applicable pension and welfare plans and employee fringe benefit outlays, and (ii) any actual and necessary out-of-pocket expenses that are incurred by an Excluded Employee or by Seller or Seller Sub, including but not limited to Sellers business or travel expenses, in the event that Sellers are requested course of such Excluded Employee's performance of his or her duties for the Purchaser and paid or reimbursed by Buyer to provide services beyond Seller or Seller Sub, as reasonably determined by Seller or Seller Sub in the reasonable ordinary course of business and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day using its usual methods of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to Sellerscost accounting.

Transition Services. To (i) Prior to the extent Closing Westinghouse and Buyer shall enter into a mutually acceptable transition services agreement pursuant to which Westinghouse will provide to the Sold Subsidiaries for a term of up to 9 months the transition services set forth in Schedule 7(g)(i) and such other services as shall be reasonably requested by Buyer and which Westinghouse may legally and practically provide to Buyer. The transition services agreement will provide that Sellers' Employees are reasonably able to perform Buyer will bear Westinghouse's costs and expenses of providing such transition services, Sellers shall provide to Buyer reasonable and normal it being understood that such services relating to will be provided by Westinghouse (x) without additional charge for the effectuation administrative services expense incurred by Westinghouse in providing such transition services for the first three months following the Closing Date, (y) at an additional charge of an orderly transition 10% of the operation administrative services expense incurred for the fourth through six months following the Closing Date and administration (z) at an additional charge of 15% of the Business administrative services expense incurred for the seventh through ninth months following the Closing Date, and will contain other customary terms and conditions. (ii) Westinghouse will as of the date of the Closing grant the Sold Subsidiaries a perpetual, royalty- free license to Buyer continue to use any business system that is exclusively proprietary to Westinghouse or its subsidiaries (other than the "Transition Services"Sold Subsidiaries) that is currently used by the Sold Subsidiaries. (iii) With respect to business systems or software licensed by Westinghouse or its subsidiaries (other than the Sold Subsidiaries) from third parties that are listed on Schedule 7(g)(iii). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer Westinghouse will use reasonable best efforts to arrange for the provision of Sold Subsidiaries to continue to be licensed to use such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall systems on the terms currently in place, without any payment required to be made by means the Sold Subsidiaries or Buyer in excess of that currently paid by or allocated to the Sold Subsidiaries, whether such additional payment arises from the consummation of transactions contemplated hereby or the granting of a written notice new license to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers Sold Subsidiaries, it being understood that Buyer desires the Third Party Provider to provide such services, Sellers Westinghouse shall arrange be responsible for the provision costs of so arranging for such services licenses. With respect to business systems or software licensed by Westinghouse or its subsidiaries (other than the Third Party Provider Sold Subsidiaries) from third parties not listed in Schedule 7(g)(iii), Westinghouse and Buyer shall be solely responsible for all fees, expenses, and other share equally the costs of such Third Party Provider. In addition, prior obtaining any licenses determined by Westinghouse and Buyer to be reasonably necessary to the Closing Date, Sellers shall provide to Buyer copies Sold Subsidiaries for the operation of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers their business in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to Sellersordinary course.

Transition Services. To the extent that Sellers' Employees are reasonably able to perform such services, Sellers The Parties shall provide to Buyer reasonable and normal the following services relating to for the effectuation of an orderly transition respective periods specified: (a) The Seller shall permit the employees of the Seller hired by the Buyer or one of its Affiliates for the operation and administration of the Business to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expensesAcquired Business, and other costs of any replacements thereof, to utilize the office space utilized by such Third Party Provider. In addition, employees immediately prior to the Closing DateDate at the Seller’s facility located at Xxx Xxxxxxx Xxxxxx, Sellers Building 200, Cambridge, Massachusetts (the “Boston Facility”) from the Closing Date until May 31, 2005 (the “Remaining Lease Period”), provided that such use shall provide to Buyer copies of at all policy forms, and all other related forms, including drafts and check stock, used by Sellers times be in its administration compliance with Seller’s lease of the Reinsured PoliciesBoston Facility. Buyer agrees shall reimburse to provide reasonable expense reimbursement Seller the following expenses incurred by Seller with respect to Sellers in the event that Sellers are requested by Buyer Boston Facility during the Remaining Lease Period: (i) all heating, cooling, water, electricity and other utility expenses, (ii) all phone and internet service charges and (iii) any other costs and expenses related to provide services beyond Buyer’s use of the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated Boston facility or incurred by the parties in advance which shall be reasonable and customary under industry standardsemployees or invitees of Buyer. In additionDuring the Remaining Lease Period, Buyer shall reimburse Sellers for any amounts paid by Sellers carry general liability insurance adequate to Third Party Providers cover such claims as may arise in connection with Section 2(eBuyer’s use of the Boston Facility and Seller shall be an additional insured under such policy. Buyer shall bear full responsibility for, and shall indemnify and hold Seller harmless for, any damages, costs and expenses (including without limitation reasonable attorney’s fees) above. If arising in connection with Buyer’s use of the Boston Facility during the Remaining Lease Period. (b) Seller shall continue to provide web-hosting services to the customers of the Acquired Business listed on Schedule 4.17(b) in the same manner and to the same extent as heretofore, from the Closing Date until the earlier of April 30, 2005 or that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business date which is 10 days after receipt by receiving notice from the Buyer or Parent to terminate such services (the “Transition Period”). In consideration of each Seller’s provision of such invoicehosting services, Buyer shall pay to Sellers Seller $15,000 on each of the Closing Date and the corresponding day of each succeeding month during the Transition Period, or such prorated amount for the number of days between the date of the Closing Date or the corresponding day of the last succeeding month after the Closing Date, as the case may be, and the end of the Transition Period. (c) Seller shall make its employees Xxxx Xxx and Xxxx Xxxx available to Buyer on any business day during the Transition Period (subject to their unavailability due to illness or other personal emergency) and upon reasonable prior request by Buyer, for not more than 20 days in cash the aggregate per employee, to provide to Buyer the transition services described in Schedule 4.17(c). Buyer shall pay Seller $1,000 per employee per day in which Buyer utilizes either such employee. (d) Buyer will or will cause one of its Affiliates to, promptly pay to Seller any amounts reflected due and owing to Seller pursuant to this Section 4.17 upon receipt of a bona fide invoice from the Seller detailing such expenses. (e) Buyer and Seller shall work together to transition the xxx.xxxxxxxxxxx.xxx website (the “Website”) from Seller to Buyer within 30 days of the Closing Date (the “Shared URL Period”). Immediately following the Closing, the Seller shall post on the Website such invoice information or cause such alterations to the extent Website necessary to clearly identify the Purchased Assets as owned by the Parent and all Excluded Assets as owned by the Seller and any such information reasonably requested by the Buyer. (f) Buyer and Seller shall work together to transition the sales and marketing information relating to the Acquired Business that resides on Seller’s internal PRM system known as WaveFront from such amounts system to Buyer’s designated system within 30 days of the Closing Date (“WaveFront Transition Period”). Seller agrees to permit two employees, as designated on Schedule 4.15, to have access to the WaveFront system during the WaveFront Transition Period solely for such purpose and such employees shall keep (and Buyer agrees to cause such employees to keep) all information not already been paid related to Sellersthe Acquired Business strictly confidential and not use it for any purpose. For the sake of clarity, neither the information residing on WaveFront that relates to Seller’s e-commerce business nor the hardware/software that runs WaveFront system is being acquired by Buyer.

Transition Services. To (a) From and after the extent that Sellers' Employees are reasonably able to perform such servicesTransaction Closing until the Transition Services Agreement shall be executed, Sellers Seller or its Affiliates shall provide to Buyer and the Companies all usual and customary services and customarily prepared data and information relating to the Commercial Lines Business that is reasonably necessary to renew and replace the insurance contracts (the “Seller Transition Service”) at no cost to Buyer; provided that Buyer shall reimburse Seller for its reasonable out-of-pocket costs and normal expenses in providing the Seller Transition Services paid to Persons not affiliated with Seller who customarily provided such services relating to the effectuation renewal or replacement of an orderly transition of the operation insurance contracts and administration of the Business provided further that Seller and its Affiliates shall not be obligated to Buyer (the "provide Seller Transition Services"). To Services to the extent that Sellers' employees Seller and its Affiliates are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider unable to provide such services, Sellers data or information because Buyer has employed the Transferred Employees or acquired the assets necessary to provide same. (b) From and after the Transaction Closing until the Transition Services Agreement shall arrange for be executed, Buyer and the Companies shall provide to the Personal Lines Companies any usual and customary services and customarily prepared data and information relating to the Personal Lines Business that is reasonably necessary to renew and replace the insurance contracts under the Personal Lines Business (the “Buyer Transition Service”) at no cost to the Personal Lines Companies to the extent Seller and its Affiliates are unable to provide such services, data or information because Buyer has employed the Transferred Employees or acquired the assets necessary to provide same. In consideration of the provision of the Buyer Transition Services, the Personal Lines Companies shall reimburse Buyer and the Companies for their reasonable out-of-pocket costs and expenses in providing the Buyer Transition Services paid to Persons not affiliated with Buyer who customarily provided such services by relating to renewal or replacement of insurance contracts relating to the Third Party Provider Personal Lines Business. (c) Seller and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior to the Closing Date, Sellers shall provide to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers negotiate with National General in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal good faith a Transition Services described in Section 2(eAgreement to take effect following the Transaction Closing Date that among other matters will provide for (i) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Seller Transition Services, on Buyer Transition Services or before any other services provided by National General or the 15th day of each monthPersonal Lines Companies to Seller, Sellers shall provide its Affiliates, the Buyer with a reasonably detailed invoice setting forth amounts due from Buyer or the Companies with respect to the renewal or replacement of insurance contracts relating to the Personal Lines Business or Commercial Lines Business and (ii) any services to be provided by National General, the Personal Lines Companies, Seller, its Affiliates, the Buyer or the Companies that relate to the administration of business in-force as of the Transaction Closing Date (the “Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersAgreement”).

Transition Services. To (i) Until a piece of equipment subject to a Scheduled Lease is either rejected by the extent that Sellers' Employees are reasonably able Sellers or transferred to perform such servicesthe Buyer, the Sellers shall make all lease payments required for Sellers to continue to provide use of such equipment pursuant to the terms of the Transition Services Agreement S/B (including under any interim agreement with a counterparty that may be subject to disgorgement). In accordance with the terms of the Transition Services Agreement S/B, the Buyer reasonable and normal services will reimburse the Sellers for (A) any capital lease payments relating to Scheduled Financing Leases maintained pursuant to the effectuation Transition Services Agreement S/B as to which the aggregate lease obligations as of an orderly transition September 30, 2001 as set forth on the January 3 Schedules exceeded $50,000,000 and (B) operating lease payments relating to Scheduled Operating Leases maintained pursuant to the Transition Services Agreement S/B. The amount to be paid by the Buyer pursuant to Clause (A) of the operation and administration preceding sentence shall be determined by multiplying the aggregate monthly lease payments related to all Scheduled Financing Leases maintained pursuant to the Transition Services Agreement S/B on a given date by the quotient of (x) the aggregate remaining capital lease obligations (as of September 30, 2001 as set forth on the January 3 Schedules) related to such Scheduled Financing Leases minus $50,000,000 divided by (y) the aggregate remaining capital lease obligations (as of September 30, 2001 as set forth on the January 3 Schedules) related to such Scheduled Financing Leases. The Buyer's obligation to pay the amounts set forth in this clause (e) shall be treated like all other reimbursement obligations of the Business to Buyer (under the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange Agreement S.B for purposes of the provision $40,000,000 credit thereunder. (ii) All of such the Scheduled Financing Leases and Scheduled Operating Leases will be included in the Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior to the Closing Date, Sellers shall provide to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and Agreement S/B except to the extent Parent or the Buyer has notified Exodus that Buyer requests that Sellers perform Transition Services, on particular leases or before lease schedules should not to be included under the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each Agreement S/B. The parties shall negotiate in good faith such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice changes to the extent that such amounts have not already been paid form of the Transition Services Agreement S/B as may be necessary to Sellerseffect the provisions of this Section 2.10.

Transition Services. To For a period of not more than 9 months from the extent that Sellers' Employees are reasonably able Closing Date, Seller will continue to perform such services, Sellers shall provide to Parent and Buyer reasonable and normal with support services relating to the effectuation of an orderly transition of the operation and administration of the Business to Buyer as detailed in Exhibit B-1 (the "“Transition Services"”). To The cost of such support services will be paid by Parent or Buyer to Seller at the extent that Sellers' employees are not reasonably able to perform rates set forth on Exhibit B-1 (the “Transition Services requested by BuyerFees”), Sellers shall promptly offer to arrange pro-rated for the provision partial months. Parent and Buyer may terminate each or all of such Transition Services by one at any time, provided, however, that Seller’s provision of IT system services shall not be terminated until Parent or more third parties (Buyer implements a "Third Party Provider"). Such offer shall be made by means system capable of a written notice to Buyer indicating the estimated fees and expenses of handling such Third Party Provider to perform such IT system services. Should For any support service that Parent and Buyer respond is utilizing after 90 days, the Transition Services Fees will increase for such services by 20% each quarter after such 90 days. Seller agrees to transfer all data of or related to the Business which resides on Seller’s IT system for use with Parent’s or Buyer’s IT system, at Parent’s or Buyer’s request and at Seller’s cost. Seller shall provide the Transition Services, or cause the Transition Services to be provided, in writing to Sellers that Buyer desires a diligent and workmanlike manner, in good faith and in a manner consistent with the Third Party Provider to provide such services, Sellers shall arrange for the historical provision of such services by in the Third Party Provider ordinary course of business, with at least the same degree of skill, duty, care and Buyer shall be solely responsible for all fees, expenses, and other costs of timeliness as such Third Party Provider. In addition, services have been provided in Seller’s Fort Cxxxxxx facilities prior to the Closing Date, Sellers shall but in no event less than reasonable care. Seller will provide the Transition Services to Parent and Buyer copies of all policy forms, with the same priority as it provides similar services to its own subsidiaries and all other related formsbusinesses, including drafts similar treatment with respect to critical and check stock, used by Sellers in its administration time-sensitive needs. Seller shall not have the right to subcontract the provision of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by without the parties in advance which shall be reasonable and customary under industry standards. In addition, prior written consent of Parent or Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and except to the extent that Buyer requests that Sellers perform such Services were subcontracted prior to the Closing Date. Prior to termination of such Transition Services, on Seller will provide any transition-related assistance and migrate to Parent or before Buyer all data reasonably necessary for Parent or Buyer to effect the 15th day transition of each monthTransition Services, Sellers shall provide so that Parent or Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect will be able to perform the Transition Services provided hereunder during the immediately preceding monthitself or through a third party service provider. Within ten business days after receipt by Buyer Seller will be responsible for costs or expenses incurred in support of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersParent’s or Buyer’s migration plan.

Transition Services. To the extent that Sellers' Employees are reasonably able to perform such services, Sellers The Parties shall provide to Buyer reasonable and normal the following services relating to for the effectuation of an orderly transition respective periods specified: (a) Seller shall permit the employees of the operation and administration of the Acquired Business to Buyer utilize the office space at the Seller’s offices located at 000 Xxxxx Xxxxxx, Mountain View, CA 94043 (the "Transition Services"). To “Seller’s Facility”) for up to forty-five (45) days after the extent Closing Date without charge for utility expenses, phone and internet service charges or any other costs and expenses; provided that Sellers' employees are not reasonably able in the event the parties agree to perform Transition Services requested by Buyerany such usage beyond forty-five (45) days after the Closing Date, Sellers shall promptly offer to arrange Buyer will reimburse Seller for the provision pro rata actual cost of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees utility expenses, phone and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expensesinternet service charges, and other costs and expenses (excluding rent) actually incurred by Seller as a result of or related to such usage. During such period, Buyer shall carry general liability insurance adequate to cover such claims as may arise in connection with Buyer’s use of Seller’s Facility and Seller shall be an additional insured under such policy. Buyer shall bear full responsibility for, and shall indemnify and hold Seller harmless for, any damages, costs and expenses (including without limitation reasonable attorney’s fees) arising in connection with Buyer’s use of Seller’s Facility and shall use its commercially reasonable efforts to cease its use of such Third Party Providerfacilities at the earliest possible time. In additionAt Buyer’s or Parent’s request, prior Seller will continue to make the Seller’s Facility available for this purpose (for a period not to exceed the shorter of six months or the applicable lease termination date for the Seller’s Facility), but in that case Buyer will reimburse Seller on a monthly basis for the actual pro rata cost thereof (total lease, utility, phone, internet and other facilities use costs, per person in Seller’s Facility, multiplied by number of Buyer’s employees using Seller’s Facility, pro rated on a daily basis for partial month usage). (b) Seller shall continue to provide web-hosting services to the customers of the Acquired Business listed on Schedule 4.10(b) of the Seller Disclosure Letter in the same manner and to the same extent as heretofore, from the Closing Date, Sellers without charge, until the earlier of thirty (30) days after Closing or that date which is 10 days after receiving notice from Buyer or Parent to terminate such services and Buyer shall use its commercially reasonable efforts to cease its use of such facilities at the earliest possible time. At Buyer’s or Parent’s request, Seller will continue to so provide web-hosting services to such customers of the Acquired Business, but after expiration of such thirty (30) day period, Buyer will reimburse Seller on a monthly basis for the actual cost thereof (based on pro rata usage of data room rack space for such purpose). (c) Seller shall make certain key employees mutually agreed upon by Seller and Buyer available to Buyer on any business day during the Transition Period (subject to their unavailability due to illness or other personal emergency) and upon reasonable prior request by Buyer, for not more than 10 business days in the aggregate (or 30% time per business day) per employee, to provide to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide transition services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to Sellers.Schedule 4.10(c)

Transition Services. To the extent that Sellers' Employees are reasonably able (a) Seller shall cause its Affiliates to perform such services, Sellers shall provide to Buyer for the sixty (60) day period immediately following the Closing Date all or the portion of the transition services listed on Section 5.15 of the Seller Disclosure Letter that are reasonably requested in writing (providing reasonable and normal services relating detail) from Buyer to Seller as soon as reasonably practicable following the date of this Agreement (but in any event at least ten (10) Business Days prior to the effectuation of an orderly transition of the operation and administration of the Business Closing) except that Seller shall have no obligation to Buyer (the "Transition Services"). To the extent cause its Affiliates to provide any such services that Sellers' employees are were not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing from Buyer to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, Seller at least ten (10) Business Days prior to the Closing Date, Sellers shall provide (the services referred to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of this sentence being the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform “Transition Services, on or before the 15th day of each month, Sellers ”). Seller shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect cause its Affiliates to perform any Transition Services provided hereunder in substantially the same quality and manner as the same or comparable services were provided by an Affiliate of Seller to Seller during the three (3)-month period preceding the Closing; provided, however, that notwithstanding anything to the contrary in this Agreement, except for the provisions of Section 5.16(b)(i), which shall govern over anything in this sentence, (A) none of Seller or its Affiliates shall have any liability to Buyer or its Affiliates for any acts or omissions of Seller or its Affiliates in connection with this Section 5.15 and the Transition Services; (B) Buyer shall indemnify and hold harmless Seller and its Affiliates from and against any and all Indemnifiable Losses relating to the Transition Services except to the extent such Indemnifiable Losses were caused by the gross negligence or willful misconduct of Seller or any of its Affiliates; and (C) the exclusive remedy of Buyer and its Affiliates against Seller or any of its Affiliates for breach of this Section 5.15 or otherwise relating to the Transition Services shall be limited to termination (effective upon thirty (30) days’ prior written notice) of the affected Transition Service and, in the case of Seller’s or its Affiliates’ gross negligence or willful misconduct, monetary damages (but in no event exceeding the amount paid to Seller for such Transition Services under Section 5.15(b)). (b) Buyer, upon not less than fifteen (15) days’ written notice to Seller, at any time and from time to time may, as of the date set forth in such notice (which may not precede the end of such fifteen (15)-day period without Seller’s approval), reduce or terminate its right to receive (and Seller’s associated obligations to provide or cause the provision of) any or all of the applicable Transition Services. Buyer shall reimburse Seller for the reasonable costs or expenses actually incurred by or on behalf of Seller or its Affiliates attributable to the provision of Transition Services, including the costs of all compensation and benefits and employment Taxes on such compensation and benefits, any reasonable allocations of overhead expenses of Seller and its Affiliates and any retention payments required to retain employees who provide Transition Services (such costs and expenses, the “Direct Costs”). No later than the fifteenth (15th) Business Day after the end of each calendar month during which Seller or its Affiliates provided Transition Services, beginning with the calendar month immediately preceding following the Closing, Seller shall submit an invoice to Buyer for the Direct Costs incurred during such calendar month. Within ten business days after receipt by Buyer If the Closing occurs on a day other than the last day of each a month, the invoice for the first (1st) month shall be only for those Transition Services provided from such invoice, date until the end of the month in which the Closing took place. Buyer shall pay or cause to Sellers in cash the amounts reflected on be paid each such invoice to the extent that such amounts have not already been paid to Sellersit receives within fifteen (15) days after its receipt thereof.

Transition Services. To (a) Seller agrees to provide, or cause one or more of its affiliates or its affiliates’ employees, agents, contractors or independent third parties designated by it (such designated affiliates and third parties, together with Seller, the “Service Providers”) to provide, to Buyer transition services as described on Exhibit H attached hereto and made a part hereof (the “Transition Services”) at the cost and during the time periods described in such Exhibit H. (b) Buyer also shall reimburse the Service Providers for any and all reasonable, documented out-of-pocket fees, costs or expenses incurred by the Service Providers to the extent that Sellers' Employees such fees, costs or expenses are reasonably able to perform such services, Sellers shall provide to Buyer reasonable and normal services relating to the effectuation of an orderly transition of the operation and administration of the Business to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for incurred in connection with the provision of such the Transition Services by one or more third parties (a "Third Party Provider")hereunder. Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible promptly reimburse Seller for all feesany sales tax, expensesvalue-added tax, goods and other costs of such Third Party Provider. In addition, prior to the Closing Date, Sellers shall provide to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers services tax or similar taxes which are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement required to be negotiated paid or withheld by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers Seller in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services. Seller shall invoice Buyer monthly in arrears for the monthly Transition Services costs set forth on Exhibit H, on or before together with the 15th day of each monthassociated costs, Sellers shall provide Buyer expenses and taxes incurred in connection with a reasonably detailed invoice setting forth amounts due from Buyer with respect to the Transition Services provided hereunder during by the Service Providers, and each invoice shall be payable by wire transfer of immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice available funds to the extent that such amounts have not already been paid to Sellersaccount specified in the invoice within thirty (30) days from the date of the applicable invoice. (c) THE TRANSITION SERVICES TO BE PROVIDED UNDER THIS AGREEMENT ARE FURNISHED AS IS, WHERE IS, WITH ALL FAULTS, AND NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARE MADE OR CREATED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ANY SERVICE PROVIDER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING LOST PROFITS OR LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION LOSS, LOSS OF FUTURE REVENUE, PROFITS OR INCOME, LOSS OF BUSINESS REPUTATION, LOSS OF CUSTOMERS OR OPPORTUNITY OR SIMILAR DAMAGES) THAT IN ANY WAY ARISE OUT OF, RELATE TO OR ARE A CONSEQUENCE OF PERFORMANCE OR NONPERFORMANCE OF THE TRANSITION SERVICES, OR THE PROVISION OF OR FAILURE TO PROVIDE ANY OF THE TRANSITION SERVICES HEREUNDER, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AT LAW OR EQUITY, EVEN IF SUCH SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF THE SAME.

Transition Services. To (a) Following the extent Closing and for so long as a Company or Company Subsidiary remains a Subsidiary of the Buyer (but in no event for a period longer than two years from the Closing Date), the Sellers agree to provide, or to cause their Affiliates to provide, to the Companies and Company Subsidiaries, and the Buyer shall pay for, all of the administrative and support services provided to the Frontier LEC Business by the Sellers as of the date hereof which are on Schedule 4.11 hereto, at a relative level of service consistent with that provided by the Sellers to the Frontier LEC Business during the 12 months preceding the date hereof, unless on or before the date that is four months after the date hereof (which date may up to twice be extended for an additional 30 days at the Buyer's sole option), the Buyer shall notify the Sellers of any or all of such services that should not be so provided following the Closing. The services initially so provided following the Closing shall continue to be provided as set forth in the previous sentence, and the Buyer shall continue to pay therefor, unless the Buyer shall have given the Sellers at least three months advance written notice of any or all of such services the provision of which shall be terminated. (b) Following the Closing and for so long as the Company or Company Subsidiary currently providing such services remains a Subsidiary of the Buyer (but in no event for a period longer than two years from the Closing Date), the Buyer agrees to provide, or to cause its Affiliates to provide, to the Sellers and their Subsidiaries, and the Sellers shall pay for, all of the administrative and support services provided by the Frontier LEC Business to the Sellers and their Subsidiaries (other than the Companies and Company Subsidiaries) as of the Closing Date which are on Schedule 4.11 hereto, at a relative level of service consistent with that provided to the Sellers and their Subsidiaries by the Frontier LEC Business during the 12 months preceding the date hereof, unless on or before the date that is four months after the date hereof (which date may up to twice be extended for an additional 30 days at the Sellers' Employees are reasonably able to perform such servicessole option), the Sellers shall notify the Buyer of any or all of such services that should not be so provided following the Closing. The services initially so provided following the Closing shall continue to be provided as set forth in the previous sentence, and the Sellers shall continue to pay therefor, unless the Sellers shall have given the Buyer at least three months advance written notice of any or all of such services the provision of which shall be terminated. (c) Such services will be provided for a charge equal to the then current cost of such services (without xxxx-up) to the Sellers and their Affiliates or to the Buyer and its Affiliates, as the case may be, determined and allocated to the Buyer or the Sellers, as the case may be, in a manner consistent with the determination and allocation of such costs to the Frontier LEC Business reflected in the financial data and information described in clauses (ii) and (iii) of Section 2.6(a). The Buyer and the Sellers agree to pay, promptly in accordance with their standard payment practices (but in no event later than 45 days after presentation), any bills and invoices that it receives from the other party for services provided under this Section 4.11, subject to receiving, if requested, any reasonably appropriate support documentation for such bills and invoices. Such charges shall be billed as of the end of each calendar month. Each party shall provide the other at least 60 days' notice of any material increase in the cost of such services prior to Buyer reasonable and normal the date such increase will take effect. (d) The parties hereto agree to negotiate in good faith a transition services agreement with respect to services to be provided by the Sellers to the Frontier LEC Business, or by the Frontier LEC Business to the Sellers, following the Closing consistent with the terms of this Section 4.11. (e) Section 2.5 (by reference to Section 2.7) of the Disclosure Schedule identifies the proposed "Future Allocation" of certain shared or displaced assets or services relating to the effectuation of an orderly transition of Frontier LEC Business between the operation Companies and administration of Company Subsidiaries, on the Business to Buyer one hand, and the Sellers, on the other (the "Transition ServicesScheduled Allocation"). To Each of the Buyer and the Sellers agrees to negotiate in good faith such proposed allocations prior to the Closing with a view to creating a final allocation which (A) to the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision there exists an overwhelmingly dominant user or beneficiary of such Transition Services by one assets or more third parties services, allocates such asset or service to such user or beneficiary, and (B) otherwise equitably allocates such assets and services between the Companies and Company Subsidiaries and the Sellers taking into account the criticality of the function to each, the cost and burden on the party to whom the asset or service is not allocated to replace such function in light of such party's other resources, and the related disruption, and the overall burdens and benefits of the overall allocation. If the Buyer and the Sellers are unable to agree on a "Third Party Provider"). Such offer negotiated final allocation, the Scheduled Allocation shall be made by means deemed to constitute the final allocation and the party to whom such asset or service is allocated (which shall be the Sellers if no allocation is provided for in the Scheduled Allocation) will provide the other party access to such asset or service as a Transition Service under the provisions of a written this Section 4.11 on the cost basis described in Section 4.11(c). (f) Consistent with its notice requirements in this Section 4.11, the Buyer at its sole discretion may choose to Buyer indicating migrate any or all of the estimated fees billing, ordering, provisioning and expenses of other operations support systems being provided under the transition services arrangement in accordance with Schedule 4.11 to the Buyer's own platforms. The Sellers will use its reasonable best efforts to comply with reasonable data requests (including requests for electronic source data) for information that is necessary to map, convert and integrate such Third Party Provider systems into the Buyer's or its vendor's platforms. The Sellers also agree to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider use its reasonable best efforts to provide such services, the applicable information required to migrate all other transition services to the Buyer's or its vendor's systems. The Buyer agrees that its requests may not impose a material burden on the operation of the Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In additiontheir Subsidiaries (including, prior to the Closing DateClosing, Sellers shall provide to Buyer copies of all policy forms, the Companies and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersCompany Subsidiaries).

Transition Services. To (a) Buyer will make available to Sellers, as reasonably requested by Sellers, such Hired Persons as requested by Sellers to provide the extent that same or similar services such Hired Persons provided to Sellers immediately prior to Closing for the 2011 Christmas Season. Sellers' Employees are , on a monthly basis following receipt from Buyer of a reasonably able to perform detailed invoice, shall reimburse Buyer for the applicable Hired Person’s expenses it incurs in connection with the time spent by such servicesHired Persons assisting Sellers, Sellers which cost shall provide to be calculated based the actual cost incurred by Buyer reasonable and normal services relating to the effectuation of an orderly transition of the operation applicable Hired Person’s salary, benefits, payroll taxes and administration actual out-of-pocket travel expenses. (b) For a period of the Business to Buyer ninety (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior to 90) days after the Closing Date, Sellers shall provide use commercially reasonable efforts to assist Buyer copies to obtain license agreements for the Xxxx Wrap Business for the 2012 Christmas Season with the licensors set forth on Schedule 9.5 (the “Xxxx Wrap Licensors”). Buyer, on a monthly basis following receipt from Sellers of all policy formsa reasonably detailed invoice, and all other related forms, including drafts and check stock, used shall reimburse Sellers for actual out-of-pocket expenses incurred by Sellers in its administration of connection with the Reinsured Policiesforegoing. Sellers agree to waive and release any rights that Sellers have under agreements with Xxxx Wrap Licensors for the 2012 Christmas Season as it relates to the Xxxx Wrap Business. (c) Sellers agree to use commercially reasonable efforts during normal business hours to make available, without cost to Buyer, in their Memphis, Tennessee facility (the “Facility”) the space currently used by the Xxxx Wrap Business sales, marketing and design team (“Xxxx Wrap Team”), or space at the Facility reasonably comparable to the space currently used by the Xxxx Wrap Team, for the period beginning the date hereof until November 30, 2011. Without Sellers’ prior written approval, the Xxxx Wrap Team shall not authorize or permit third parties to enter the Facility. Buyer agrees to direct its employees and authorized invitees to comply with all of Sellers’ rules and regulations applicable to the Facility, and to not use, access or walk through the Sellers’ showroom at the Facility. Sellers further agree to use commercially reasonable efforts during normal business hours to provide reasonable expense reimbursement Buyer and the Xxxx Wrap Team: (i) access to legally permissible internet connections at the Facility, (ii) access to Cleo’s land line phone systems and services at the Facility, for which Sellers will invoice Buyer for long distance and international charges, and (iii) assistance from Sellers’ IT department to assist Buyer’s IT department with securing Sellers’ existing server for the Xxxx Wrap Business. Buyer shall indemnify and hold Sellers harmless from and against any and all Losses resulting from any and all actual or alleged bodily injuries sustained by Buyer’s employees or invitees while in the event Facility, and from any and all willful or negligent acts by any of Buyer’s employees or invitees while in the Facility or while accessing or using the foregoing systems and services. (d) Sellers shall use commercially reasonable efforts to assist Buyer to obtain documentation from Disney Consumer Products, Inc, (“Disney”) granting or assigning to Buyer Sellers’ rights under (i) that certain license agreement, dated January 1, 2011 and identified as Contract Number 0619594813 (the “Disney U.S. License Agreement”), between Disney and CSS, which entitled CSS and its consumer products affiliates, including Xxxx, to sell “seasonal roll wrap” (as such term is defined in the Disney U.S. License Agreement) for the 2012 Christmas Season and (ii) that certain license agreement, dated January 1, 2011 and identified as Contract Number 0619594812 (the “Disney Canada License Agreement”), between Disney and CSS, which entitled CSS and its consumer products affiliates, including Xxxx, to sell “seasonal/holiday gift wrap” (as such term is defined in the Disney Canada License Agreement) for the 2012 Christmas Season (collectively, the Disney U.S. License Agreement and the Disney Canada License Agreement shall be referred to herein as the “Disney License Agreement”). Sellers agree to waive and release any rights that Sellers are requested by Buyer to provide services beyond have under the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by Disney License Agreement for the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and 2012 Christmas Season as it relates to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersXxxx Wrap Business.

Transition Services. To For the extent that Sellers' Employees are reasonably able periods set forth on Schedule 6.16, Seller will use Commercially Reasonable Efforts to perform such services, Sellers shall provide those transition services designated by Buyer on Schedule 6.16 at prices to be mutually agreed upon by Buyer reasonable and normal services relating Seller prior to the effectuation of an orderly transition of Closing Date; provided that, in the operation and administration of the Business to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers event that Buyer desires the Third Party Provider and Seller are unable to provide reach such services, Sellers shall arrange agreement on pricing for the provision of such any transitional services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, in whole or in part prior to the Closing Date, Sellers acting reasonably and in good faith, Seller shall thereafter provide to Buyer copies of all policy forms, such services and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers Seller for Seller’s actual fully-loaded costs (including salary, benefits and retention costs) with no profit margin of providing such services, with any amounts paid by Sellers dispute regarding such reimbursement being resolved pursuant to Third Party Providers Section 10.17. Seller shall furnish any such services in connection a manner consistent with Section 2(epast practices; provided (a) above. If and to the extent that any Hired Employees previously performed such services for Seller and/or its Affiliates, Seller, by written notice given to Buyer requests that Sellers perform Transition Servicesafter the Closing, on may decline to provide all or before any portion of the 15th day affected services; and (b) Seller reserves the right to vary from such past practices as a result of each monthresource limitations, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during including the immediately preceding monthdeparture of personnel who previously performed such services for Seller. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice Notwithstanding anything to the extent contrary set forth herein and/or under Applicable Law, Seller and its Affiliates shall have no Liability to Buyer and/or its Affiliates for any services performed pursuant to this Section 6.16, and Buyer hereby releases and discharges Seller and its Affiliates from such Liability, it being understood that Buyer's sole recourse and remedy for dissatisfaction with the performance of services shall be termination of the services arrangement unless such amounts have not already been liability arises from recklessness or willful misconduct. This Section 6.16 shall survive after the termination of the service period until Buyer has paid to SellersSeller in full for such services in accordance with Schedule 6.16.

Transition Services. To the extent that Sellers' Employees are reasonably able to perform such services, Sellers shall provide to Buyer reasonable 3.1 Seller hereby retains Servicer as its sole and normal exclusive supplier of management services relating to the effectuation of an orderly transition of the operation and administration of the Business to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision purpose of such Transition Services by one or more third parties conducting all operations and managing all assets of Seller other than the Principal Obligations (a "Third Party Provider")collectively, the “Operations”) until the Closing. Such offer The Operations shall be made by means specifically include all operations, asset administration, expenditures, and other actions in connection with the prosecution of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider Seller’s PMA Application. 3.2 Servicer agrees to provide such servicespersonnel that, Sellers in addition to Seller’s personnel, are in Servicer’s judgment reasonably necessary or appropriate to manage the Operations until the Closing. Servicer shall arrange for otherwise be entitled to exercise its reasonable business judgment in managing the provision of such services by the Third Party Provider Operations and Buyer shall be solely responsible for all feesunder no other obligation to Seller or its officers, expensesdirectors or shareholders. 3.3 Seller agrees to cooperate, and shall use its best efforts to cause all of its employees, consultants and other costs of such Third Party Provideragents and representatives to cooperate, with Servicer in conducting the Operations. In addition, Seller shall remain responsible, in cooperation with Servicer, for the timely and efficient conduct of the Principal Obligations and agrees to use its reasonable best efforts to keep available the services of its current officers, key employees and consultants and to preserve the current relationships of Seller with such of the customers, suppliers, regulators and other persons and entities with which Seller has significant business relations as is reasonably necessary to preserve substantially intact its business organization. As used herein, the “Principal Obligations” shall be the obligations of Seller under the Agreement, as amended by this Amendment, and all actions deemed necessary or appropriate by Servicer to be taken by Seller in the prosecution of Seller’s PMA Application, including signing and delivering documents and instruments, making presentations and effecting other submissions to the FDA, United States Customs and other regulatory agencies. Except for any conduct necessary to discharge the Principal Obligations and which are approved by Servicer and liabilities incurred or obligations created by Servicer on Seller’s behalf after the date hereof and which will be funded by Purchaser, Seller shall not incur any liability or create any obligation from or after the date hereof until after the Closing. 3.4 Purchaser, at no risk, cost or liability to Seller, agrees to provide such funding to Seller as Servicer shall reasonably require to manage the Operations, including the payment of amounts due to Seller’s employees, including taxes and related benefits, and consultants from and after the date hereof, other than sums due to any employee or consultant of Seller pursuant to an agreement who have provided services to Seller prior to the Closing Date, Sellers shall provide date hereof and payable in connection with or related to Buyer copies the successful approval of all policy forms, Seller’s PMA Application (the “Success Fees”). To accommodate the funding required hereunder and all other related forms, including drafts and check stock, used by Sellers in its Servicer’s administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in payment of Seller’s operating liabilities and the event that Sellers are requested by Buyer to provide services beyond expenses of the reasonable and normal Transition Services described in Section 2(e) aboveOperations, such reimbursement to be negotiated by the parties in advance which Seller shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before November 1, 2003 establish a mutually acceptable operating bank account with appropriate signatories designated by Servicer. Seller shall maintain, without alteration, such account until the 15th day Closing and thereafter for such time as is mutually agreed to accommodate the transition of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect the business and operations of Seller to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersPurchaser.

Transition Services. To (a) Following the extent Closing and for so long ------------------- as a Company or Company Subsidiary remains a Subsidiary of the Buyer (but in no event for a period longer than two years from the Closing Date), the Sellers agree to provide, or to cause their Affiliates to provide, to the Companies and Company Subsidiaries, and the Buyer shall pay for, all of the administrative and support services provided to the Frontier LEC Business by the Sellers as of the date hereof which are on Schedule 4.11 hereto, at a relative level of service consistent with that provided by the Sellers to the Frontier LEC Business during the 12 months preceding the date hereof, unless on or before the date that is four months after the date hereof (which date may up to twice be extended for an additional 30 days at the Buyer's sole option), the Buyer shall notify the Sellers of any or all of such services that should not be so provided following the Closing. The services initially so provided following the Closing shall continue to be provided as set forth in the previous sentence, and the Buyer shall continue to pay therefor, unless the Buyer shall have given the Sellers at least three months advance written notice of any or all of such services the provision of which shall be terminated. (b) Following the Closing and for so long as the Company or Company Subsidiary currently providing such services remains a Subsidiary of the Buyer (but in no event for a period longer than two years from the Closing Date), the Buyer agrees to provide, or to cause its Affiliates to provide, to the Sellers and their Subsidiaries, and the Sellers shall pay for, all of the administrative and support services provided by the Frontier LEC Business to the Sellers and their Subsidiaries (other than the Companies and Company Subsidiaries) as of the Closing Date which are on Schedule 4.11 hereto, at a relative level of service consistent with that provided to the Sellers and their Subsidiaries by the Frontier LEC Business during the 12 months preceding the date hereof, unless on or before the date that is four months after the date hereof (which date may up to twice be extended for an additional 30 days at the Sellers' Employees are reasonably able to perform such servicessole option), the Sellers shall notify the Buyer of any or all of such services that should not be so provided following the Closing. The services initially so provided following the Closing shall continue to be provided as set forth in the previous sentence, and the Sellers shall continue to pay therefor, unless the Sellers shall have given the Buyer at least three months advance written notice of any or all of such services the provision of which shall be terminated. (c) Such services will be provided for a charge equal to the then current cost of such services (without xxxx-up) to the Sellers and their Affiliates or to the Buyer and its Affiliates, as the case may be, determined and allocated to the Buyer or the Sellers, as the case may be, in a manner consistent with the determination and allocation of such costs to the Frontier LEC Business reflected in the financial data and information described in clauses (ii) and (iii) of Section 2.6(a). The Buyer and the Sellers agree to pay, promptly in accordance with their standard payment practices (but in no event later than 45 days after presentation), any bills and invoices that it receives from the other party for services provided under this Section 4.11, subject to receiving, if requested, any reasonably appropriate support documentation for such bills and invoices. Such charges shall be billed as of the end of each calendar month. Each party shall provide the other at least 60 days' notice of any material increase in the cost of such services prior to Buyer reasonable and normal the date such increase will take effect. (d) The parties hereto agree to negotiate in good faith a transition services agreement with respect to services to be provided by the Sellers to the Frontier LEC Business, or by the Frontier LEC Business to the Sellers, following the Closing consistent with the terms of this Section 4.11. (e) Section 2.5 (by reference to Section 2.7) of the Disclosure Schedule identifies the proposed "Future Allocation" of certain shared or displaced assets or services relating to the effectuation of an orderly transition of Frontier LEC Business between the operation Companies and administration of Company Subsidiaries, on the Business to Buyer one hand, and the Sellers, on the other (the "Transition ServicesScheduled Allocation"). To Each of the Buyer and the Sellers agrees to negotiate in good faith such proposed allocations prior to the Closing with a view to creating a final allocation which (A) to the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision there exists an overwhelmingly dominant user or beneficiary of such Transition Services by one assets or more third parties services, allocates such asset or service to such user or beneficiary, and (B) otherwise equitably allocates such assets and services between the Companies and Company Subsidiaries and the Sellers taking into account the criticality of the function to each, the cost and burden on the party to whom the asset or service is not allocated to replace such function in light of such party's other resources, and the related disruption, and the overall burdens and benefits of the overall allocation. If the Buyer and the Sellers are unable to agree on a "Third Party Provider"). Such offer negotiated final allocation, the Scheduled Allocation shall be made by means deemed to constitute the final allocation and the party to whom such asset or service is allocated (which shall be the Sellers if no allocation is provided for in the Scheduled Allocation) will provide the other party access to such asset or service as a Transition Service under the provisions of a written this Section 4.11 on the cost basis described in Section 4.11(c). (f) Consistent with its notice requirements in this Section 4.11, the Buyer at its sole discretion may choose to Buyer indicating migrate any or all of the estimated fees billing, ordering, provisioning and expenses of other operations support systems being provided under the transition services arrangement in accordance with Schedule 4.11 to the Buyer's own platforms. The Sellers will use its reasonable best efforts to comply with reasonable data requests (including requests for electronic source data) for information that is necessary to map, convert and integrate such Third Party Provider systems into the Buyer's or its vendor's platforms. The Sellers also agree to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider use its reasonable best efforts to provide such services, the applicable information required to migrate all other transition services to the Buyer's or its vendor's systems. The Buyer agrees that its requests may not impose a material burden on the operation of the Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In additiontheir Subsidiaries (including, prior to the Closing DateClosing, Sellers shall provide to Buyer copies of all policy forms, the Companies and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersCompany Subsidiaries).

Transition Services. To (a) During the extent ** period following the Closing, Seller shall provide Buyer with reasonable assistance (i) in connection with any action required in respect of, or any filing with, any Governmental Authority, or any actions, consents, approvals or waivers required by any third parties, in connection with the consummation of the transactions contemplated hereby or in connection with the manufacture of the Licensed Products, and (ii) in taking such actions or making any filings or furnishing any information in Seller’s possession as may be necessary or desirable to meet regulatory obligations under applicable Law in connection with the Licensed Products (including, without limitation, discussions of specific regulatory issues and responses to issues raised, or requests made, by Government Authorities during the Pre-clinical and clinical development of Licensed Products). (b) During the ** period following the Closing, Seller shall provide reasonable manufacturing and scientific support to Buyer to facilitate Buyer’s efforts to commercialize the License Products, including, without limitation, by providing to Buyer reasonably satisfactory technology transfer services, expertise and know-how, and making ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. available to Buyer employees, studies (including all manufacturing and stability studies and all ** studies) and development know-how, to assist Buyer in commercializing the Licensed Products. Seller shall continue to provide such services following the one-year period but only upon the request of Buyer and subject to Buyer’s payment to Seller of fees therefor that Sellers' Employees are reasonably able acceptable to perform such servicesSeller. (c) From and after the Closing, Sellers Seller shall provide cooperate with Buyer at Buyer’s expense to Buyer reasonable and normal services relating to effect the effectuation transfer or reissuance of an orderly transition of the operation and administration of the Business any permits, approvals or licenses to Buyer (or its designee) required in connection with the "Transition Services"). To transactions contemplated hereunder or the extent that Sellers' employees are not reasonably able commercialization of the Licensed Products. (d) Upon request, Seller shall introduce Buyer to perform Transition Services any requested third party suppliers, vendors, researchers and consultants used by Buyer, Sellers shall promptly offer to arrange for Seller in connection with the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior to License Products within ** days after the Closing Date, Sellers and Seller shall provide use reasonable efforts to transition all such relationships and related rights that relate primarily to the Business from Seller to Buyer. Notwithstanding the foregoing, Seller shall have no obligation to introduce Buyer copies to **. (e) From and after closing until and such time as Buyer becomes ISO certified and the amendment to the Canadian Medical Device License for GEM 21S is approved by the Medical Devices Bureau of all policy formsHealth Canada to permit Buyer to manufacture GEM 21S for the Canadian market, and all other related forms, including drafts and check stock, used by Sellers but in its administration no event beyond the ** anniversary of the Reinsured PoliciesClosing, Seller shall, acting as Buyer’s agent and upon Buyer’s request, release GEM 21S for distribution in Canada, at a price of ** per lot (i.e. one production run); provided that Seller shall not charge Buyer for the first ** lots. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable indemnify, defend and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers hold harmless Seller for any amounts paid by Sellers losses or claims directly or indirectly relating to Third Party Providers in connection with or arising out of any Canadian distribution under this Section 2(e) above. If and 7.11(e), except to the extent that Buyer requests that Sellers perform Transition Servicesconstituting fraud, on gross negligence or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt willful misconduct by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersSeller.

Transition Services. (a) To the extent that Sellers' such employees remain in the employ of Seller, for a period of up to and including ninety (90) days after the Closing Date, Seller shall make available to Purchaser the Transition Services Employees are reasonably able to perform such services, Sellers shall provide to Buyer reasonable and normal services relating to assist with the effectuation of an orderly transition of the operation and administration Business to Purchaser. Purchaser shall reimburse Seller within ten (10) days after receipt of an invoice from Seller for a pro-rata share (based on time spent working on matters relating to the transition of the Business as compared to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for time spent working on other matters) of Seller’s reasonable and documented out-of-pocket costs associated with the provision of the Transition Services Employees including, without limitation, all salary and wages, accrued sick days and vacation, employer taxes and health, dental, life insurance and other benefits, and specifically excluding bonuses, severance and other payments not made on a regular bi-weekly basis. Seller shall provide such transitional services to Purchaser in a manner consistent in all material respects with the manner in which such services were provided to the Business while it was operated by Seller. Seller makes no warranties, express or implied, with respect to the transitional services to be provided by the Transition Services Employees to Purchaser hereunder. At the end of each bi-weekly pay period, the Seller Parties shall evaluate the time spent by the Transition Services Employees on transition services and other services for the Seller Parties and, if they are not fully engaged in such services, may in their reasonable good faith discretion terminate the employment of the Transition Services Employees and cease providing their transition services; provided that prior to such termination the Seller Parties shall consult with the Purchaser regarding the termination and if Purchaser agrees in writing to reimburse the Seller Parties for all the Seller Parties’ out-of-pockets costs of continuing to hire any of the Transition Services Employees who the Seller Parties intend to terminate, the Seller Parties will continue to employ such Transition Services Employee and provide the transition services contemplated by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange this Section 5.3(a) for the provision period that the Purchaser has agreed to reimburse the Seller Parties for (which shall not extend beyond ninety (90) days after the Closing Date). (i) Purchaser may, at its sole discretion, elect to offer employment to any, all, or none of such services by the Third Party Provider and Buyer Transition Services Employees during the ninety (90) post-closing transition period. Seller Parties shall be solely responsible for any and all fees, expenses, severance payments to any Transition Services Employee not offered employment by the Purchaser. (b) For a period of up to and other costs of such Third Party Provider. In addition, prior to including ninety (90) days after the Closing Date, Sellers Seller Parties shall provide employ their reasonable efforts to Buyer copies assist Purchaser, at Purchaser’s sole expense, to assist Purchaser to transition the operations of the Business to Purchaser. The transition services will be limited to the following: human capital, financial records, computer hardware and software, migration of all policy formsBusiness Records that has not yet been transferred, utilization of submitter identifications in use at the Closing Date, Purchaser’s use of vendor equipment not included in Exhibit “K” at Purchaser’s sole cost and expense as is necessary to continue the Business, and all other related formsa coordinated plan for appropriately handling client communications that come to Seller Parties. In connection with such transition services, including drafts and check stock, used by Sellers in its administration of Seller Parties shall not be required to interact with Clients or continue to employ any personnel except the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described Employees in accordance with Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards5.3(a). In addition, Buyer Purchaser shall reimburse Sellers Seller within ten (10) days after receipt of an invoice from Seller for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) abovesuch services. If and to the extent that Buyer requests that Sellers perform Transition ServicesSeller Parties make no warranties, on express or before the 15th day of each monthimplied, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services the transitional services to be provided hereunder during by the immediately preceding monthSeller Parties to Purchaser hereunder. (c) On the Closing Date, Purchaser shall offer employment to at least eighty-percent (80%) of the In-Scope Employees engaged in the Business at the Closing Date (the “Retained Employees”). Within ten business days after receipt by Buyer The selection of each such invoice, Buyer the Retained Employees shall pay be mutually agreeable to Sellers in cash the amounts reflected on such invoice Purchaser and Seller. Each Retained Employee shall be offered employment with Purchaser at a salary equivalent to the extent that such amounts have not already been salary paid to Sellersthat employee by Seller at the time of Closing, and will be entitled to benefits consistent with the benefits provided to employees of Purchaser in similar positions at the time of Closing. With respect to any employee benefit plan maintained by Purchaser for the benefit of the Retained Employees who accept employment with the Purchaser, Purchaser shall recognize all service of such Retained Employees with Seller, as if such service were with Purchaser, for vesting, eligibility and accrual purposes consistent with the provisions of such benefit plans. (i) Seller Parties shall make any and all severance payments to Seller’s In-Scope Employees engaged in the Business at the time of the Closing who are not offered employment by Purchaser. The amount of severance per employee shall not exceed the lesser of one (1) week’s compensation per full year of service, or four (4) weeks’ compensation. Purchaser shall reimburse Seller Parties in an amount equal to fifty-percent (50%) of the severance payments made by Seller to each In-Scope Employee not offered employment by Purchaser, subject to each In-Scope Employee’s execution of a mutually agreed upon severance agreement and release.

Transition Services. To the extent that Sellers' Employees are reasonably able to perform such servicesFollowing Closing, Sellers shall will provide transition services to Buyer reasonable to assist Buyer in transitioning the business into its operations, including but not limited to those services identified on Schedule 10.10 hereto at the level of quality and normal services priority described thereon (together, the “Transition Services”). This assistance will be performed within the first 90 days after Closing (the “Transition Period”). In connection with the Transition Services, Buyer will reimburse Sellers for certain costs incurred as described on Schedule 10.10. The parties acknowledge that Sellers currently operate a “lockbox” (the “Lockbox”) for receiving payments and in connection therewith: (a) on a daily basis, Sellers will remit to Buyer: (i) any funds that have been received and are available for disbursement and rightfully belong to Buyer hereunder (“Buyer’s Funds”), which shall be transmitted by wire to such account as Buyer may designate, (ii) copies of any customer remittance information, as well as a deposit detail report (which shall be provided by the bank directly to Buyer), showing all deposits made into the Lockbox for that date, and (iii) a reconciliation showing all amounts deposited each day, the names of depositors associated with each deposit and identifying which deposits are for the account of Buyer and which for the account of Sellers, including such additional detail as Buyer may request; (b) Buyer shall have the right to conduct an audit of the matters set forth in any reports and Sellers shall cooperate with Buyer in performing the audit and shall make available such of their books and records relating to the effectuation of an orderly transition of the operation and administration of the Business to Lockbox as Buyer shall request, (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, c) Sellers shall promptly offer cooperate with Buyer in communicating with the Acquired Accounts to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers ensure that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior to the Closing Date, Sellers shall provide to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer payments owing with respect to Transition Services provided hereunder during the immediately preceding month. Within acquired accounts receivable and/or payments with respect to sales made after Closing are instead routed to Buyer’s payment address as soon as possible after Closing; and (d) If Sellers fail to remit any of Buyer’s Funds within ten (10) business days after receipt by Buyer of each such invoicethe date on which the relevant check or wire was received into the Lockbox, Buyer then Sellers shall pay to Sellers in cash Buyer a late fee equal to twenty five percent (25%) of the amounts reflected on such invoice amount they failed to remit, along with the extent that such amounts have not already been paid amount they failed to Sellersremit, and shall also be responsible for paying Buyer’s attorneys’ fees and court costs if Buyer must retain an attorney to collect Buyer’s Funds.

Transition Services. To (a) From and after the extent that Sellers' Employees are reasonably able to perform such servicesClosing Date, Sellers Seller shall provide transition services to Buyer in some or all of the following areas as reasonably requested by Buyer: (1) information technology, (2) human resources and benefits, (3) purchasing, (4) finance and accounting and (5) real estate administration (each, a “Transition Service” and collectively, the “Transition Services”). The cost for all of the services to be provided for each Transition Service will be billed by Seller to Buyer and will be as follows: (i) information technology services shall cost $384,000 per month; (ii) human resources and benefits shall cost $100,000 per month for Xxxxxxxx administrative costs plus an amount equal to the fees, claims and/or expenses (net of contributions paid by the Transferred Employees) paid by Xxxxxxxx during the previous month with respect to the human resources services provided to employees of the Acquired Companies; (iii) purchasing services costs shall be $37,250 per month; (iv) finance and accounting costs shall be $10,500 per month; and (v) real estate administration costs shall be $5,750 per month. (b) The costs for Transition Services set forth in Section 5.05(a) are for all Transition Services that Seller intends to provide. Buyer and Seller may mutually agree that only a portion of the Transition Services shall be provided to Buyer in which case Seller will reduce the costs associated with such Transition Service in proportion to the amount and type of Transition Services that are not provided to Buyer. (c) Seller and Buyer covenant and agree to use reasonable best efforts and normal services to work together in good faith to finalize a definitive written agreement relating to the effectuation provision of an orderly transition Transition Services (the “Transition Services Agreement”) promptly after the date hereof. As part of such discussions the parties will work in good faith to reach a mutually agreeable arrangement with respect to reasonable out-of-pocket expenses incurred with respect to the provision of Transition Services. The Transition Services Agreement will reflect that: (i) the nature, quality, scope and standard of care with respect to Seller’s delivery of Transition Services shall be substantially identical to the services provided by Seller or its Affiliates to the Acquired Companies as of the operation and administration of date hereof (subject to any company wide changes made by Seller or its Affiliates with respect to services included in the Business to Buyer (the "Transition Services"). To ; (ii) the extent that Sellers' employees are not reasonably able to perform Transition Services requested will be provided at volumes or levels necessary for the Acquired Companies and the Subsidiary to conduct their business consistent with the 2008 fiscal year projections provided to Buyer; (iii) Seller and Buyer shall mutually agree on the period during which Buyer may request the provision of each Transition Service duration of each Transition Service; provided that no Transition Service shall be required to be provided for a period of more than twelve (12) months from the Closing Date; (iv) Seller shall have the right, in its sole discretion but subject to providing Buyer with prior notice, to satisfy its obligation to provide or procure Transition Services by Buyer, Sellers causing one or more of its Affiliates or one or more subcontractors to provide or procure such Transition Services; provided that Seller shall promptly offer remain liable for the performance of such Transition Services by any of its Affiliates or subcontractors; (v) Seller shall not be obligated to arrange provide or procure Transition Services where the consent of a third Person is reasonably required for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers Services; provided that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider Seller and Buyer shall use reasonable best efforts to obtain, at no cost to Seller, such consents; and (vi) the Transition Services shall be solely responsible for all feessubject to customary terms and limitations regarding liability, expensesindemnification, damages and other costs of such Third Party Provider. billing procedures to be agreed by Seller and Buyer. (d) In addition, prior addition to the Closing DateTransition Services to be provided or procured by Seller or its Affiliates in accordance with this Section 5.05, Sellers shall provide to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are if requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) aboveBuyer, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Seller and the Buyer requests that Sellers perform Transition Servicesmay mutually agree, on Seller or before the 15th day of each month, Sellers its Affiliates shall provide additional services to the Buyer. The Seller shall consider in good faith and not unreasonably deny any request made by Buyer with pursuant to this Section 5.05(d). The scope of any such additional services, as well as the term, costs, and other terms and conditions applicable to such additional services, shall be as mutually agreed by Seller and Buyer. (e) If Seller and Buyer are unable to reach a reasonably detailed invoice setting forth amounts due from Buyer definitive written agreement with respect to Transition Services, Seller will, at Buyer’s request and consistent with the principles set forth in this Section 5.05, provide Transition Services provided hereunder during to Buyer on commercially reasonable and customary terms and at the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers costs set forth in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersSection 5.05(a).