Common use of Recipients of the Services Clause in Contracts

Recipients of the Services. (a) As of the Effective Date, IBM shall provide the Services to (i) MSDW, (ii) MSDW's Affiliates {*}. For purposes of the Agreement, Services provided to the entities referenced in this Section shall be deemed to be Services provided to MSDW. Notwithstanding the foregoing, MSDW shall have right to specify, in its absolute and sole discretion, which of the entities described in this Section shall receive the Services. (b) In the event that MSDW relinquishes Control of an MSDW Affiliate after the Effective Date such that the entity is no longer an MSDW Affiliate (such entity a "Former Affiliate"), then upon MSDW's request, IBM shall continue to provide the Services to such Former Affiliate after the date such entity becomes a Former Affiliate for a period of time requested by MSDW, which shall not exceed {*}; provided, however, that the Former Affiliate agrees in writing to abide by the terms and conditions of the Agreement. MSDW shall (i) remain the single point-of-contact with IBM with respect to those Services provided to a Former Affiliate, (ii) remain obligated to perform its payment obligations under the Agreement with respect to those Services provided to a Former Affiliate, and (iii) reimburse IBM for {*}. For purposes of the Agreement, Services provided to a Former Affiliate shall be deemed to be Services provided to MSDW. ------- {*} = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

Recipients of the Services. (a) As of the Effective Date, IBM shall provide the Services to (i) MSDW, (ii) MSDW's Affiliates {*Affiliates{ * }. For purposes of the Agreement, Services provided to the entities referenced in this Section shall be deemed to be Services provided to MSDW. Notwithstanding the foregoing, MSDW shall have the right to specify, in its absolute and sole discretion, which of the entities described in this Section shall receive the Services. (b) In the event that MSDW relinquishes Control of an MSDW Affiliate after the Effective Date such that the entity is no longer an MSDW Affiliate (such entity a "Former Affiliate"), then upon MSDW's request, IBM shall continue to provide the Services to such Former Affiliate after the date such entity becomes a Former Affiliate for a period of time requested by MSDW, which shall not exceed {*{ * }; provided, however, that the Former Affiliate agrees in writing to abide by the terms and conditions of the Agreement. MSDW shall (i) remain the single point-of-contact with IBM with respect to those Services Service provided to a Former Affiliate, (ii) remain obligated to perform its payment obligations under the Agreement with respect to those Services provided to a Former Affiliate, and (iii) Services Agreement by and between MSDW and IBM effective as of July 1, 1999 Amended and Restated as of December 21, 2001 reimburse IBM for {*{ * }. For purposes of the Agreement, Services provided to a Former Affiliate shall be deemed to be Services provided to MSDW. ------- {*} = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED3.3. { * }