Common use of Operational Responsibility Clause in Contracts

Operational Responsibility. With respect to Materials, Equipment, Equipment Leases and Third Party Contracts for which Successful Respondent is operationally responsible under Attachment 2.2 Financial Responsibility Matrix, Successful Respondent shall be responsible for: (i) the evaluation, procurement, testing, installation, rollout, use, support, management, administration, operation and maintenance of such Materials, Equipment, Equipment Leases and Third Party Contracts; (ii) the evaluation, procurement, testing, installation, rollout, use, support, management, administration, operation and maintenance of new, substitute or replacement Materials, Equipment, Equipment Leases and Third Party Contracts (including Upgrades, enhancements, new versions or new releases of such Software); (iii) the performance, availability, reliability, compatibility and interoperability of such Materials, Equipment and Third Party Contracts each in accordance with this Agreement, including the Service Levels and Change Control Procedures; (iv) the compliance with and performance of all operational, administrative and contractual obligations specified in the applicable licenses, leases and contracts; (v) the observance of and compliance with all Laws applicable to such licenses, leases, and contracts (without limiting the obligation of the Parties under Section 8.11 Compliance with Laws); (vi) the administration and exercise as appropriate of all rights available under such licenses, leases, and contracts; and (vii) the payment of any fees, penalties, charges, interest, or other expenses due and owing under or with respect to such licenses, leases and contracts that are incurred or caused by, or result from Successful Respondent 's failure to comply with or perform its obligations under this Section 4.16.2

Operational Responsibility. With respect to MaterialsSoftware, Equipment, Equipment Leases leases and related Third Party Contracts for which Successful Respondent Supplier is operationally responsible under Attachment 2.2 Financial Responsibility MatrixSchedule E or J.1, Successful Respondent Supplier shall be responsible for: for (i) the evaluation, procurement, testing, installation, rollout, use, support, management, administration, operation and maintenance of such MaterialsSoftware, Equipment, Equipment Leases leases and Third Party Contracts; , as and to the extent provided in Schedule E (including the “Vendor Management” Section of Schedule E.1); (ii) the evaluation, procurement, testing, installation, rollout, use, support, management, administration, operation and maintenance of new, substitute or replacement MaterialsSoftware, Equipment, Equipment Leases leases and Third Party Contracts (including Upgrades, enhancements, new versions or new releases of such Software); , as and to the extent provided in Schedule E (including the “Vendor Management” Section of Schedule E.1; (iii) the performance, availability, reliability, compatibility and interoperability of such MaterialsSoftware, Equipment and Third Party Contracts Contracts, each in accordance with this Agreement, including the Service Levels and Change Control Procedures; ; (iv) the compliance with and performance of all operational, administrative and contractual obligations specified in the applicable Software licenses, Equipment leases and contracts; Third Party Contracts; (v) the observance of and compliance with all Laws applicable to such licenses, leases, and contracts (without limiting the obligation of the Parties under Section 8.11 Compliance with Laws); (vi) the administration and exercise as appropriate of all rights available under such licenses, leases, leases and contracts; and and (viivi) the payment of any fees, penalties, charges, interest, interest or other expenses due and owing under or with respect to such licenses, leases and contracts that are incurred or incurred, caused by, by or result from Successful Respondent 's Supplier’s failure to comply with or perform its obligations under this Section 4.16.26.4(b) (except to the extent that such failure directly results from a breach by Hercules of its obligations under this Agreement).

Operational Responsibility. With Except as set forth in a Transaction Document, with respect to Materialsthe CSC Provided Systems, Equipment, Equipment Leases CSC Managed Systems (except for Excluded Agreements) and CSC Designated Contracts (excluding the charges under Third Party Contracts for administered by CSC on a pass-through basis, which Successful Respondent is operationally responsible under Attachment 2.2 Financial Responsibility Matrixare addressed in Section 13.2 (Pass-Through Expenses)), Successful Respondent used by CSC to provide the Services, CSC shall be responsible for: : (i) the evaluation, procurement, testing, installation, rollout, use, repair, support, management, administration, operation and maintenance of such Materials, EquipmentSoftware, Equipment Leases or Systems, including Equipment leases, circuits, services and Third Party Contracts; , (ii) the disposal of broken or replaced Equipment, Software or Systems; (iii) the evaluation, procurement, testing, installation, rollout, use, repair, support, management, administration, operation and maintenance of new, substitute or replacement MaterialsSoftware, Equipment, Equipment Leases leases, circuits, services and Third Party Contracts (including Upgrades, enhancements, new versions or new releases of such Software); ; (iiiiv) the performance, availability, reliability, compatibility and interoperability of such MaterialsSoftware, Equipment Equipment, circuits, services and Third Party Contracts each in accordance with this Agreement, including the Service Levels and Change Control Procedures; change management procedures; (ivv) the compliance with and performance of all operational, administrative and contractual obligations specified in the applicable such licenses, leases and contracts; (v) the observance of and compliance with all Laws applicable to such licenses, leases, and contracts (without limiting the obligation of the Parties under Section 8.11 Compliance with Laws); ; (vi) the administration and exercise as appropriate of all rights available under such licenses, leases, leases and contracts; and and (vii) the payment of any fees, penalties, charges, interest, interest or other expenses due and owing under or with respect to such Software licenses, leases Equipment, Equipment leases, circuits, services and contracts Third Party Contracts that are incurred or incurred, caused by, by or result from Successful Respondent 's CSC’s failure to comply with or perform its obligations under this Section 4.16.210.3(e) (Operational Responsibility) (except to the extent such failure is relieved due to Sears’ failure to perform its responsibilities as set forth in Section 7 (Sears Responsibilities)). CSC shall establish a schedule to evaluate all such Systems on a rolling twelve (12) month basis so that each System is reviewed at least annually. Table of Contents

Operational Responsibility. With Except as set forth in a Transaction Document, with respect to Materialsthe CSC Provided Systems, Equipment, Equipment Leases CSC Managed Systems (except for Excluded Agreements) and CSC Designated Contracts (excluding the charges under Third Party Contracts for administered by CSC on a pass-through basis, which Successful Respondent is operationally responsible under Attachment 2.2 Financial Responsibility Matrixare addressed in Section 13.2 (Pass-Through Expenses)), Successful Respondent used by CSC to provide the Services, CSC shall be responsible for: : (i) the evaluation, procurement, testing, installation, rollout, use, repair, support, management, administration, operation and maintenance of such Materials, EquipmentSoftware, Equipment Leases or Systems, including Equipment leases, circuits, services and Third Party Contracts; , (ii) the disposal of broken or replaced Equipment, Software or Systems; (iii) the evaluation, procurement, testing, installation, rollout, use, repair, support, management, administration, operation and maintenance of new, substitute or replacement MaterialsSoftware, Equipment, Equipment Leases leases, circuits, services and Third Party Contracts (including Upgrades, enhancements, new versions or new releases of such Software); ; (iiiiv) the performance, availability, reliability, compatibility and interoperability of such MaterialsSoftware, Equipment Equipment, circuits, services and Third Party Contracts each in accordance with this Agreement, including the Service Levels and Change Control Procedures; change management procedures; (ivv) the compliance with and performance of all operational, administrative and contractual obligations specified in the applicable such licenses, leases and contracts; (v) the observance of and compliance with all Laws applicable to such licenses, leases, and contracts (without limiting the obligation of the Parties under Section 8.11 Compliance with Laws); ; (vi) the administration and exercise as appropriate of all rights available under such licenses, leases, leases and contracts; and and (vii) the payment of any fees, penalties, charges, interest, interest or other expenses due and owing under or with respect to such Software licenses, leases Equipment, Equipment leases, circuits, services and contracts Third Party Contracts that are incurred or incurred, caused by, by or result from Successful Respondent 's CSC’s failure to comply with or perform its obligations under this Section 4.16.210.3(e) (Operational Responsibility) (except to the extent such failure is relieved due to Sears’ failure to perform its responsibilities as set forth in Section 7 (Sears Responsibilities)). CSC shall establish a schedule to evaluate all such Systems on a rolling twelve (12) month basis so that each System is reviewed at least annually.

Operational Responsibility. With respect to Materials, Equipment, Equipment Leases and Third Party Contracts for which Successful Respondent is operationally responsible under Attachment 2.2 Financial Responsibility Matrix, Successful Respondent shall be responsible for: (i) the evaluation, procurement, testing, installation, rollout, use, support, management, administration, operation and maintenance of such Materials, Equipment, Equipment Leases and Third Party Contracts; (ii) the evaluation, procurement, testing, installation, rollout, use, support, management, administration, operation and maintenance of new, substitute or replacement Materials, Equipment, Equipment Leases and Third Party Contracts (including Upgrades, enhancements, new versions or new releases of such Software); (iii) the performance, availability, reliability, compatibility and interoperability of such Materials, Equipment and Third Party Contracts each in accordance with this Agreement, including the Service Levels and Change Control Procedures; (iv) the compliance with and performance of all operational, administrative and contractual obligations specified in the applicable licenses, leases and contracts; (v) the observance of and compliance with all Laws applicable to such licenses, leases, and contracts (without limiting the obligation of the Parties under Section 8.11 8 .11 Compliance with Laws); (vi) the administration and exercise as appropriate of all rights available under such licenses, leases, and contracts; and (vii) the payment of any fees, penalties, charges, interest, or other expenses due and owing under or with respect to such licenses, leases and contracts that are incurred or caused by, or result from Successful Respondent 's failure to comply with or perform its obligations under this Section 4.16.2Section

Operational Responsibility. With respect to Materials, Equipment, Equipment Leases and Third Party Contracts for which Successful Respondent is operationally responsible under Attachment 2.2 (Financial Responsibility Matrix), Successful Respondent shall be responsible for: (ia) the evaluation, procurement, testing, installation, rollout, use, support, management, administration, operation operation, and maintenance of such Materials, Equipment, Equipment Leases and Third Party Contracts; (iib) the evaluation, procurement, testing, installation, rollout, use, support, management, administration, operation operation, and maintenance of new, substitute or replacement Materials, Equipment, Equipment Leases and Third Party Contracts (including Upgrades, enhancements, new versions versions, or new releases of such Software); (iiic) the performance, availability, reliability, compatibility compatibility, and interoperability of such Materials, Equipment Equipment, and Third Party Contracts each in accordance with this Agreement, including the Service Levels and Change Control Procedures; (ivd) the compliance with and performance of all operational, administrative administrative, and contractual obligations specified in the applicable licenses, leases leases, and contracts; (ve) the observance of and compliance with all Laws applicable to such licenses, leases, and contracts (without limiting the obligation of the Parties under Section 8.11 9.20 Compliance with Laws); (vif) the administration and exercise as appropriate of all rights available under such licenses, leases, and contracts; and (viig) the payment of any fees, penalties, charges, interest, or other expenses due and owing under or with respect to such licenses, leases and contracts that are incurred or caused by, or result from Successful Respondent 's Respondent’s failure to comply with or perform its obligations under this Section 4.16.2its

Operational Responsibility. With respect to Materials, Equipment, Equipment Leases and Third Party Contracts for which Successful Respondent is operationally responsible under Attachment 2.2 Financial Responsibility Matrix, Successful Respondent shall be responsible for: (i) the evaluation, procurement, testing, installation, rollout, use, support, management, administration, operation and maintenance of such Materials, Equipment, Equipment Leases and Third Party Contracts; (ii) the evaluation, procurement, testing, installation, rollout, use, support, management, administration, operation and maintenance of new, substitute or replacement Materials, Equipment, Equipment Leases and Third Party Contracts (including Upgrades, enhancements, new versions or new releases of such Software); (iii) the performance, availability, reliability, compatibility and interoperability of such Materials, Equipment and Third Party Contracts each in accordance with this Agreement, including the Service Levels and Change Control Procedures; (iv) the compliance with and performance of all operational, administrative and contractual obligations specified in the applicable licenses, leases and contracts; (v) the observance of and compliance with all Laws applicable to such licenses, leases, and contracts (without limiting the obligation of the Parties under Section 8.11 Compliance with Laws); (vi) the administration and exercise as appropriate of all rights available under such licenses, leases, and contracts; and (vii) the payment of any fees, penalties, charges, interest, or other expenses due and owing under or with respect to such licenses, leases and contracts that are incurred or caused by, or result from Successful Respondent 's failure to comply with or perform its obligations under this Section 4.16.2Section