Common use of Standard for Service Clause in Contracts

Standard for Service. Except as otherwise provided in this Agreement or the TSA Schedules, the Provider agrees to perform each Service such that the nature, quality, standard of care, level of priority and the service level at which such Service is performed are not materially less than the nature, quality, standard of care, level of priority and service level at which substantially the same service was performed by or on behalf of, in the case ▇▇▇▇▇▇▇ is the Provider, to the Echo Business, and in the case Newco is the Provider, Newco or the ▇▇▇▇▇▇▇ Contributed Subsidiaries to the ▇▇▇▇▇▇▇ Business, during the twelve (12) months prior to the Closing Date (or, if not so previously provided, then substantially the same as that applicable to similar services provided by, in the case ▇▇▇▇▇▇▇ is the Provider, ▇▇▇▇▇▇▇ to the ▇▇▇▇▇▇▇ Retained Subsidiaries, and in the case Newco is the Provider, by Newco to its Subsidiaries). Without limiting the foregoing, in the event there is any restriction on the Provider under an existing contract with a third party that would restrict the nature, quality or standard of care applicable to delivery of a Service to be provided by the Provider to the Recipient, the Provider shall promptly provide notice to the Recipient of such restriction and the Parties shall reasonably cooperate in good faith to mutually agree on alternative arrangements or procedures to allow the Provider to provide such Service in a manner as close as possible to the standards described in this Section 3. The Provider shall not be responsible for any inability to provide a Service or any delay in doing so to the extent that such inability or delay is caused by the failure of the Recipient to timely provide the information, access or other cooperation necessary for the Provider to provide such Service. Without limiting the Provider’s obligation to provide the Services in accordance with the standards set forth in, and subject to, this Section 3, the Provider may supplement, modify, substitute or otherwise alter any of the Services from time to time in a manner that is generally consistent with supplements, modifications, substitutions or alterations made for similar services provided or otherwise made available by the Provider; provided that no such alteration adversely affects, in the case ▇▇▇▇▇▇▇ is the Provider, the Echo Business or natural expansions or extensions thereof, and in the case Newco is the Provider, the ▇▇▇▇▇▇▇ Business or natural expansions or extensions thereof, in any material respect. The Recipient may request to modify the terms and conditions relating to the performance of a previously agreed-upon Service in order to resolve issues that were not apparent as of the Effective Date, which may include, among other things, new procedures or processes for providing such Service (a “Service Modification”). In each such case, the Service Coordinators shall discuss such potential changes and determine possible scope impact on the Services. If the Service Modification is a change to the Service that does not materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, such Service, the Provider shall promptly, at the Recipient’s reasonable cost and expense, implement such Service Modification. In the event the Recipient desires a Service Modification that would materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, the applicable Service, the Provider shall consider approving such Service Modifications in good faith, such approval not to be unreasonably withheld, conditioned or delayed.

Standard for Service. Except as otherwise provided in this Agreement where the Provider is restricted by an existing contract with a third party or the TSA Schedulesby Law, the Provider agrees (i) to perform each Service the Services such that the nature, quality, standard of care, level of priority care and the service level levels at which such Service is Services are performed are not materially no less than that which are substantially similar to the nature, quality, standard of care, level of priority care and service level levels at which substantially the same service was or similar services were performed by or on behalf of, of the Provider (which in the case ▇▇▇▇▇▇▇ is of CareFusion and its Subsidiaries and its Affiliates providing Services under this Agreement, shall mean the Providernature, to quality, standard of care and service levels at which the Echo Business, and in same or similar services were performed by or on behalf of the case Newco is the Provider, Newco or the ▇▇▇▇▇▇▇ Contributed Subsidiaries to the ▇▇▇▇▇▇▇ Business, during the twelve (12Cardinal Health Business for Cardinal Health) months prior to the Closing Distribution Date (or, if not so previously provided, then substantially the same as similar to that which are applicable to similar services provided by, in the case ▇▇▇▇▇▇▇ is to the Provider’s Affiliates or other business components); (ii) upon receipt of written notice from the Recipient identifying any outage, ▇▇▇▇▇▇▇ interruption or other failure of any Service, to respond to such outage, interruption or other failure of any Services in a manner that is no less than that which is substantially similar to the ▇▇▇▇▇▇▇ Retained Subsidiariesmanner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services prior to the Distribution Date (the Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 7.01 so long as the applicable Provider complies with this clause (ii)); and in the case Newco is the Provider, by Newco to its Subsidiaries). Without limiting the foregoing, (iii) in the event there that a CareFusion Entity is the Recipient, to comply with the requirements set forth in Annex C (which requirements are intended by the Parties to describe, and not to modify in any way, the substantially similar level of service required under this Section 7.01). As of or following the date of this Agreement, if the Provider is or becomes aware of any restriction on the Provider under by an existing contract with a third third-party that would restrict the nature, quality or quality, standard of care or service levels applicable to delivery of a Service the Services to be provided by the Provider to the Recipient, the Provider shall use commercially reasonable efforts to promptly provide notice to notify the Recipient of any such restriction (which notice shall in any event precede any change to, or reduction in, the nature, quality, standard of care or service levels applicable to delivery of the Services resulting from such restriction) and the Parties shall reasonably cooperate use commercially reasonable efforts in good faith to mutually agree on alternative arrangements or procedures to allow the Provider to provide such Service Services in a manner as close closely as possible to the standards described in this Section 3. The Provider 7.01, and the Parties shall not be responsible for any inability to provide a Service or any delay negotiate in doing so good faith an amendment to the extent that applicable Schedule to reflect any such inability or delay is caused by the failure of the Recipient to timely provide the information, access or other cooperation necessary for the Provider to provide such Service. Without limiting the Provider’s obligation to provide the Services in accordance with the standards set forth in, and subject to, this Section 3, the Provider may supplement, modify, substitute or otherwise alter any of the Services from time to time in a manner that is generally consistent with supplements, modifications, substitutions or alterations made for similar services provided or otherwise made available by the Provider; provided that no such alteration adversely affects, in the case ▇▇▇▇▇▇▇ is the Provider, the Echo Business or natural expansions or extensions thereof, and in the case Newco is the Provider, the ▇▇▇▇▇▇▇ Business or natural expansions or extensions thereof, in any material respect. The Recipient may request to modify the terms and conditions relating to the performance of a previously agreed-upon Service in order to resolve issues that were not apparent as of the Effective Date, which may include, among other things, new procedures or processes for providing such Service (a “Service Modification”). In each such case, the Service Coordinators shall discuss such potential changes and determine possible scope impact on the Services. If the Service Modification is a change to the Service that does not materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, such Service, the Provider shall promptly, at the Recipient’s reasonable cost and expense, implement such Service Modification. In the event the Recipient desires a Service Modification that would materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, the applicable Service, the Provider shall consider approving such Service Modifications in good faith, such approval not to be unreasonably withheld, conditioned or delayedarrangement.

Standard for Service. Except as otherwise provided in this Agreement Agreement, and provided that the Provider is not restricted by an existing contract with a third party or the TSA Schedulesby Law, the Provider agrees to perform each Service the Services such that the nature, quality, standard of care, level of priority care and the service level levels at which such Service is Services are performed are not materially no less than the nature, quality, standard of care, level of priority care and service level levels at which the substantially the same service was services were performed by or on behalf of, of the Provider (which in the case ▇▇▇▇▇▇▇ is of Newco and its Subsidiaries and its Affiliates providing Services hereunder, shall mean the Providernature, to quality, standard of care and service levels at which the Echo Business, and in substantially same services were performed by or on behalf of the case Newco is the Provider, Newco or the ▇▇▇▇▇▇▇ Contributed Subsidiaries to the ▇▇▇▇▇▇▇ Business, during the twelve (12NBCU Businesses for GE) months prior to the Closing Date (or, if not so previously provided, then substantially the same as that applicable to similar services provided by, in the case ▇▇▇▇▇▇▇ is to the Provider, ▇▇▇▇▇▇▇ to the ▇▇▇▇▇▇▇ Retained Subsidiaries, and in the case Newco is the Provider, by Newco to its Subsidiaries’s Affiliates or other business components). Without limiting Notwithstanding the foregoing, the nature, quality and standard of care that the Provider shall provide in delivering a Service shall be substantially the same as the nature, quality and standard of care that the Provider provides to its Affiliates and its other business components with respect to such Service. In the event there is any restriction on the Provider under by an existing contract with a third party that would restrict the nature, quality or standard of care applicable to delivery of a Service to be provided by the Provider to the RecipientServices, the Provider shall promptly provide notice use its commercially reasonable efforts to the Recipient seek to obtain a waiver of such restriction from such third party (it being understood that the Provider shall not be required to make any payments (unless the Recipient agrees to the amount of any such payment and provides the Parties Provider in advance with the funds to enable the Provider to make such payment) or otherwise grant any accommodation to such third party in order to obtain such waiver) and, if such waiver is not obtained, the Provider shall reasonably cooperate use its commercially reasonable best efforts in good faith to mutually agree on alternative arrangements or procedures to allow the Provider to provide such Service Services in a manner as close closely as possible to the standards described in this Section 3. The Provider shall not be responsible for any inability to provide a Service or any delay in doing so to the extent that such inability or delay is caused by the failure of the Recipient to timely provide the information, access or other cooperation necessary for the Provider to provide such Service. Without limiting the Provider’s obligation to provide the Services in accordance with the standards set forth in, and subject to, this Section 3, the Provider may supplement, modify, substitute or otherwise alter any of the Services from time to time in a manner that is generally consistent with supplements, modifications, substitutions or alterations made for similar services provided or otherwise made available by the Provider; provided that no such alteration adversely affects, in the case ▇▇▇▇▇▇▇ is the Provider, the Echo Business or natural expansions or extensions thereof, and in the case Newco is the Provider, the ▇▇▇▇▇▇▇ Business or natural expansions or extensions thereof, in any material respect. The Recipient may request to modify the terms and conditions relating to the performance of a previously agreed-upon Service in order to resolve issues that were not apparent as of the Effective Date, which may include, among other things, new procedures or processes for providing such Service (a “Service Modification”). In each such case, the Service Coordinators shall discuss such potential changes and determine possible scope impact on the Services. If the Service Modification is a change to the Service that does not materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, such Service, the Provider shall promptly, at the Recipient’s reasonable cost and expense, implement such Service Modification. In the event the Recipient desires a Service Modification that would materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, the applicable Service, the Provider shall consider approving such Service Modifications in good faith, such approval not to be unreasonably withheld, conditioned or delayed7.01.

Standard for Service. Except as otherwise provided Without limiting any other provisions in this Agreement or the TSA Schedules(including any applicable standards set forth in Schedule A), Management Services agrees that the Provider agrees to will perform each Service the Services such that the nature, quality, degree of skill, standard of care, level of priority care and the service level levels at which such Service is Services are performed are not materially no less than the nature, quality, degree of skill, standard of care, level of priority care and the service level levels at which the substantially same services were provided to the same service was performed members of the Outdoor Group by or on behalf of, in of the case ▇▇▇▇▇▇▇ is Provider on the Provider, to the Echo Business, and in the case Newco is the Provider, Newco or the ▇▇▇▇▇▇▇ Contributed Subsidiaries to the ▇▇▇▇▇▇▇ Business, during the twelve (12) months date immediately prior to the Closing Date date hereof or during the one year period prior thereto and, in any case, shall be performed in a timely, professional, workmanlike manner (or, if not so previously the “Standard for Services”); provided, then substantially that (i) during the same as that applicable to similar services provided byfirst six (6) months following the Effective Date, in the case ▇▇▇▇▇▇▇ is the Provider, ▇▇▇▇▇▇▇ to the ▇▇▇▇▇▇▇ Retained Subsidiaries, and in the case Newco is the Provider, by Newco to its Subsidiaries). Without limiting the foregoing, in the event there is any restriction on the Provider under an existing contract with a third party that would restrict the nature, quality or standard of care applicable to delivery of a Service to be provided by the Provider to the Recipient, the Provider shall promptly provide notice to the Recipient of such restriction and the Parties shall reasonably cooperate in good faith to mutually agree on alternative arrangements or procedures to allow the Provider to provide such Service in a manner as close as possible to the standards described in this Section 3. The Provider shall not be responsible for any inability to provide a Service modify the manner in which Provider or any delay in doing so to the extent that such inability or delay is caused by the failure of the Recipient to timely provide the information, access or other cooperation necessary for the Provider to provide such Service. Without limiting the Provider’s obligation to provide its Affiliates provides the Services in accordance with or the standards set forth in, and subject to, this Section 3, the Provider may supplement, modify, substitute or otherwise alter any Standard of the Services from time to time in a manner that is generally consistent with supplementsadverse to Recipient and (ii) for the remainder of the term of this Agreement, modifications, substitutions or alterations made for similar services provided or otherwise made available by the Provider; provided that no such alteration adversely affects, in its sole discretion and upon at least 15 days’ prior written notice to Recipient, may modify the case ▇▇▇▇▇▇▇ is manner in which it provides the Provider, the Echo Business or natural expansions or extensions thereof, and Services to such Recipient to conform to modifications in the case Newco manner in which Provider or its Affiliates generally provide services to any member of the iHeart Group, in each case, only to the extent such modification is not adverse (including with respect to the Provider, the ▇▇▇▇▇▇▇ Business or natural expansions or extensions thereof, Standard for Services) to Recipient in any material respect. The Recipient may request to modify the terms and conditions relating Management Services shall assign (to the performance extent such individuals are available) each of a previously agreed-upon the employees or contractors that have been mutually agreed between IHM and CCOH expressly identified as “dedicated employees” on Schedule A opposite an individual Service in order to resolve issues that were not apparent as provide the corresponding Services for the period of time set forth on Schedule A throughout the term of such Service. IHM and IHC shall not, and shall cause each Provider to not, terminate the employment or contracting relationship with such employee or contractor for the period of time set forth on Schedule A following the Effective Date, which may includeexcept for material breach of any employment or service agreement, among gross negligence, willful misconduct, fraud or other things, new procedures or processes for providing such Service (a “Service Modification”). In each such case, the Service Coordinators shall discuss such potential changes and determine possible scope impact on the Services. If the Service Modification is a change to the Service that does not materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, such Service, the Provider shall promptly, at the Recipient’s reasonable cost and expense, implement such Service Modificationcause” event. In the event any such employee or contractor is unable to provide such Service at any time during the Recipient desires a Service Modification that would materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, term of the applicable Service, then Management Services will cause the applicable Provider shall consider approving to assign a substitute employee or contractor of comparable skill and experience to provide such Service Modifications in good faithfor the remainder of the term of such Service, such which substitute employee or contractor will be subject to prior written approval of the applicable Recipient(s), which approval will not to be unreasonably withheld, conditioned or delayeddelayed (it being agreed that Provider shall not be in breach of this Agreement as a result of not assigning a substitute employee or contractor not approved by Recipient so long as Provider continues to comply with its efforts set forth in this sentence to find a substitute employee or contractor).

Standard for Service. (a) Except as where the Provider is restricted by an existing contract with a third party or by Law, and unless any Schedule hereto indicates otherwise provided in this Agreement or the TSA Schedulesparties shall agree in writing to a different arrangement, Red Lion agrees to, and to cause each Provider (i) to comply with all applicable Laws and perform the Provider agrees to perform each Service Services such that the nature, quality, standard of care, level of priority care and the service level levels at which such Service is Services are performed are not materially no less than the nature, quality, standard of care, level of priority care and service level levels at which substantially the same service was or similar services were performed by or on behalf of, in of the case ▇▇▇▇▇▇▇ is the Provider, to the Echo Business, and in the case Newco is the Provider, Newco or the ▇▇▇▇▇▇▇ Contributed Subsidiaries to the ▇▇▇▇▇▇▇ Business, Provider during the twelve (12) months twelve-month period prior to the Closing Date (or, if not so previously provided, then substantially the same as similar to that which are applicable to similar services provided by, in the case ▇▇▇▇▇▇▇ is to the Provider’s Affiliates or other business components); and (ii) upon receipt of written notice from the Recipient identifying any outage, ▇▇▇▇▇▇▇ interruption or other failure of any Service, to respond to such outage, interruption or other failure of any Services in a manner that is no less than that which is substantially similar to the ▇▇▇▇▇▇▇ Retained Subsidiariesmanner in which such Provider or its Affiliates responded to any outage, and in interruption or other failure of the case Newco is same or similar services during the Providertwelve-month period prior to the Closing Date (the Parties acknowledge that an outage, by Newco interruption or other failure of any Service shall not be deemed to its Subsidiariesbe a breach of the provisions of this Section 6.01 so long as the applicable Provider complies with this clause (ii)). Without limiting As of or following the foregoingdate of this Agreement, in if the event there Provider is or becomes aware of any restriction on the Provider under by an existing contract with a third third-party that would restrict the nature, quality or quality, standard of care or service levels applicable to delivery of a Service the Services to be provided by the Provider to the Recipient, the Provider shall promptly provide notice to notify the Recipient of any such restriction (which notice shall in any event precede any change to, or reduction in, the nature, quality, standard of care or service levels applicable to delivery of the Services resulting from such restriction) and the Parties shall reasonably cooperate in use good faith to mutually agree on alternative arrangements or procedures to allow the Provider efforts to provide such Service Services in a manner as close closely as possible to the standards described in this Section 36.01, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect such change to, or reduction in, the nature, quality, standard of care or service levels of the Service, as applicable. The Provider shall not be responsible for any inability to provide a Service or any delay in doing so to the extent that such inability or delay is caused by the failure of the Recipient to timely provide the information, access or other cooperation necessary for the Provider to provide such Service. Without limiting the Provider’s have no obligation to provide any Services hereunder in respect of any business, assets or properties acquired by the Services in accordance with Recipient or any of its Affiliates subsequent to the standards set forth in, Closing Date. (b) It is understood and subject to, this Section 3, the agreed that a Provider may supplement, modify, substitute or otherwise alter any of the Services (but is not obligated to) from time to time modify, change or enhance the manner, nature, quality and/or standard of care of any Service provided to the Recipient to the extent such Provider is making a similar change in a manner that is generally consistent with supplements, modifications, substitutions or alterations made for similar services provided or otherwise made available by the Provider; provided that no such alteration adversely affects, in the case ▇▇▇▇▇▇▇ is the Provider, the Echo Business or natural expansions or extensions thereof, and in the case Newco is the Provider, the ▇▇▇▇▇▇▇ Business or natural expansions or extensions thereof, in any material respect. The Recipient may request to modify the terms and conditions relating to the performance of such services for the Provider and its Affiliates. The Provider shall promptly furnish to Recipient notice with respect to such modifications, changes or enhancements, including a previously agreed-upon reasonably detailed description thereof. To the extent any such modification or change affects a Service in order and relates to resolve issues that were not apparent as of the Effective Datetechnology, which may include, among other things, new procedures software or processes for providing such Service (a “Service Modification”). In each such caseinformation systems, the Service Coordinators Provider shall discuss such potential changes and determine possible scope impact on the Services. If the Service Modification is a change have no obligation to the Service that does not materially and adversely affect the Provider’s costs or ability continue to provide, or cause to be provided, such ServiceService using the prior technology, software or information systems, but shall be required to provide such Service in accordance with this Agreement (or an alternate service that meets the requirements for such Service set out in Schedule A) using its upgraded or changed technology, software or information systems. Any reasonable incremental expense incurred by the Provider in making any such modification, change or enhancement to the Services performed hereunder or in providing such Services on an ongoing basis shall promptlybe taken into account in the calculation of Service Costs to the extent contemplated by Section 5.01(a); provided, at no such incremental cost in making any such modification, change or enhancement to the Recipient’s reasonable cost and expense, implement Services performed hereunder or in providing such Service ModificationServices on an ongoing basis shall be taken into account to the extent an alternative service is utilized by Provider. In the event the Recipient desires a Service Modification that would materially and adversely affect the Provider’s costs or ability The Provider shall have no obligation to provide, or cause to be provided, Services to the extent any changes are made to the Recipient’s business that materially increase or materially adversely increase the Provider’s burden with respect to the provision of such Services or that make commercially impracticable the provision of such Services, unless and only to the extent the Parties otherwise agree in writing or as expressly set forth herein. (c) The Provider shall have the right to shut down temporarily for maintenance purposes the operation of the Facilities providing any Service whenever, in the Provider’s sole and absolute discretion, such action is necessary; provided, however, that no preplanned temporary shutdown shall occur with less than forty-eight (48) hours’ advance notice to the applicable ServiceRecipient. For clarity, the Provider may temporarily close Facilities without advance notice in order to perform emergency or unplanned maintenance. The Provider shall consider approving be relieved of its obligations to provide the Services affected by such shutdown during the period that its Facilities are so shut down, and the Recipient shall be relieved of its obligations to pay the Service Modifications Charges and potential Termination Charges related to such Services in good faith, such approval not to be unreasonably withheld, conditioned or delayedrespect of periods after the date the applicable Services so shut down.

Standard for Service. Except as otherwise provided in this Agreement Agreement, Seller agrees to use commercially reasonable efforts to provide, or the TSA Schedulescause to be provided, the Provider agrees to perform each Service Services such that the nature, quality, standard of care, level of priority care and the service level levels at which such Service is Services are performed are not materially less than substantially the same as the nature, quality, standard of care, level of priority care and service level levels at which the substantially the same service was services were performed by or on behalf of, in the case ▇▇▇▇▇▇▇ is the Provider, to the Echo Business, and in the case Newco is the Provider, Newco or the ▇▇▇▇▇▇▇ Contributed Subsidiaries to the ▇▇▇▇▇▇▇ Business, during the twelve (12) months of Seller prior to the Closing Date (or, if not so previously provided, then substantially the same as that applicable to similar services provided byperformed by or on behalf of Seller); provided, however, that, subject to Section 6.2, nothing in this Agreement will require any Seller Entity to favor Recipient’s operation of its business over any Seller Entity’s own business operation. For the case ▇▇▇▇▇▇▇ is the Provideravoidance of doubt, ▇▇▇▇▇▇▇ Seller shall only provide those Services to the ▇▇▇▇▇▇▇ Retained Subsidiariesextent consistent with Seller’s applicable operating conditions, permits, licenses, business practices and any restrictions in any contract with any third party as in effect on the Closing or from time to time thereafter, and in the case Newco is the Provider, by Newco any changes or modifications to its Subsidiaries). Without limiting the foregoing, including as a result of any change in Law or requirements of any Governmental Entity, shall be considered a modification pursuant to Section 6.6. Recipient acknowledges and agrees that certain of the event there is any restriction on the Provider under an existing contract with a third party that would restrict the nature, quality or standard of care applicable to delivery of a Service Services to be provided hereunder were, prior to Closing, performed for the Seller Entities by individuals who may no longer be employed by a Seller Entity as a result of the Provider to consummation of the Recipienttransactions. Consequently, the Provider shall promptly provide notice Parties agree (i) to the Recipient of such restriction and the Parties shall reasonably cooperate in good faith to mutually agree on alternative arrangements or procedures ensure that the manner of Services provided by a Seller Entity remains substantially similar to allow the Provider manner in which such services were provided prior to the Closing and (ii) that such cooperation may include Recipient’s provision of the relevant employees to Seller in order to provide such Service in a manner as close as possible to the standards described in this Section 3. The Provider shall not be responsible for any inability to provide a Service or any delay in doing so to the extent that such inability or delay is caused by the failure of the Recipient to timely provide the information, access or other cooperation necessary for the Provider to provide such Service. Without limiting the Provider’s obligation to provide the Services in accordance with the standards set forth in, and subject to, this Section 3, the Provider may supplement, modify, substitute or otherwise alter any of the Services from time to time in a manner that is generally consistent with supplements, modifications, substitutions or alterations made for similar services provided or otherwise made available by the Provider; provided that no such alteration adversely affects, in the case ▇▇▇▇▇▇▇ is the Provider, the Echo Business or natural expansions or extensions thereof, and in the case Newco is the Provider, the ▇▇▇▇▇▇▇ Business or natural expansions or extensions thereof, in any material respect. The Recipient may request to modify the terms and conditions relating to the performance of a previously agreed-upon Service in order to resolve issues that were not apparent as of the Effective Date, which may include, among other things, new procedures or processes for providing such Service (a “Service Modification”). In each such case, the Service Coordinators shall discuss such potential changes and determine possible scope impact on the Services. If the Service Modification is a change to the Service that does not materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, such Service, the Provider shall promptly, at the Recipient’s reasonable cost and expense, implement such Service Modification. In the event the Recipient desires a Service Modification that would materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, the applicable Service, the Provider shall consider approving such Service Modifications in good faith, such approval not to be unreasonably withheld, conditioned or delayed.

Standard for Service. (a) Except as where the Provider is restricted by an existing contract with a third party or by Law, and unless any Schedule hereto indicates otherwise provided in this Agreement or the TSA Schedulesparties shall agree in writing to a different arrangement, Navy agrees to, and to cause each Provider (i) to comply with all applicable Laws and perform the Provider agrees to perform each Service Services such that the nature, quality, standard of care, level of priority care and the service level levels at which such Service is Services are performed are not materially no less than the nature, quality, standard of care, level of priority care and service level levels at which substantially the same service was or similar services were performed by or on behalf of, in of the case ▇▇▇▇▇▇▇ is the Provider, to the Echo Business, and in the case Newco is the Provider, Newco or the ▇▇▇▇▇▇▇ Contributed Subsidiaries to the ▇▇▇▇▇▇▇ Business, Provider during the twelve (12) months twelve-month period prior to the Closing Date (or, if not so previously provided, then substantially the same as similar to that which are applicable to similar services provided by, in the case ▇▇▇▇▇▇▇ is to the Provider’s Affiliates or other business components); and (ii) upon receipt of written notice from the Recipient identifying any outage, ▇▇▇▇▇▇▇ interruption or other failure of any Service, to respond to such outage, interruption or other failure of any Services in a manner that is no less than that which is substantially similar to the ▇▇▇▇▇▇▇ Retained Subsidiariesmanner in which such Provider or its Affiliates responded to any outage, and in interruption or other failure of the case Newco is same or similar services during the Providertwelve-month period prior to the Closing Date (the Parties acknowledge that an outage, by Newco interruption or other failure of any Service shall not be deemed to its Subsidiariesbe a breach of the provisions of this Section 6.01 so long as the applicable Provider complies with this clause (ii)). Without limiting As of or following the foregoingdate of this Agreement, in if the event there Provider is or becomes aware of any restriction on the Provider under by an existing contract with a third third-party that would restrict the nature, quality or quality, standard of care or service levels applicable to delivery of a Service the Services to be provided by the Provider to the Recipient, the Provider shall promptly provide notice to notify the Recipient of any such restriction (which notice shall in any event precede any change to, or reduction in, the nature, quality, standard of care or service levels applicable to delivery of the Services resulting from such restriction) and the Parties shall reasonably cooperate in use good faith to mutually agree on alternative arrangements or procedures to allow the Provider efforts to provide such Service Services in a manner as close closely as possible to the standards described in this Section 36.01, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect such change to, or reduction in, the nature, quality, standard of care or service levels of the Service, as applicable. The Provider shall not be responsible for any inability to provide a Service or any delay in doing so to the extent that such inability or delay is caused by the failure of the Recipient to timely provide the information, access or other cooperation necessary for the Provider to provide such Service. Without limiting the Provider’s have no obligation to provide any Services hereunder in respect of any business, assets or properties acquired by the Services in accordance with Recipient or any of its Affiliates subsequent to the standards set forth in, Closing Date. (b) It is understood and subject to, this Section 3, the agreed that a Provider may supplement, modify, substitute or otherwise alter any of the Services (but is not obligated to) from time to time modify, change or enhance the manner, nature, quality and/or standard of care of any Service provided to the Recipient to the extent such Provider is making a similar change in a manner that is generally consistent with supplements, modifications, substitutions or alterations made for similar services provided or otherwise made available by the Provider; provided that no such alteration adversely affects, in the case ▇▇▇▇▇▇▇ is the Provider, the Echo Business or natural expansions or extensions thereof, and in the case Newco is the Provider, the ▇▇▇▇▇▇▇ Business or natural expansions or extensions thereof, in any material respect. The Recipient may request to modify the terms and conditions relating to the performance of such services for the Provider and its Affiliates. The Provider shall promptly furnish to Recipient notice with respect to such modifications, changes or enhancements, including a previously agreed-upon reasonably detailed description thereof. To the extent any such modification or change affects a Service in order and relates to resolve issues that were not apparent as of the Effective Datetechnology, which may include, among other things, new procedures software or processes for providing such Service (a “Service Modification”). In each such caseinformation systems, the Service Coordinators Provider shall discuss such potential changes and determine possible scope impact on the Services. If the Service Modification is a change have no obligation to the Service that does not materially and adversely affect the Provider’s costs or ability continue to provide, or cause to be provided, such ServiceService using the prior technology, software or information systems, but shall be required to provide such Service in accordance with this Agreement (or an alternate service that meets the requirements for such Service set out in Schedule A) using its upgraded or changed technology, software or information systems. Any reasonable incremental expense incurred by the Provider in making any such modification, change or enhancement to the Services performed hereunder or in providing such Services on an ongoing basis shall promptlybe taken into account in the calculation of Service Costs to the extent contemplated by Section 5.01(a); provided, at no such incremental cost in making any such modification, change or enhancement to the Recipient’s reasonable cost and expense, implement Services performed hereunder or in providing such Service ModificationServices on an ongoing basis shall be taken into account to the extent an alternative service is utilized by Provider. In the event the Recipient desires a Service Modification that would materially and adversely affect the Provider’s costs or ability The Provider shall have no obligation to provide, or cause to be provided, Services to the extent any changes are made to the Recipient’s business that materially increase or materially adversely increase the Provider’s burden with respect to the provision of such Services or that make commercially impracticable the provision of such Services, unless and only to the extent the Parties otherwise agree in writing or as expressly set forth herein. (c) The Provider shall have the right to shut down temporarily for maintenance purposes the operation of the Facilities providing any Service whenever, in the Provider’s sole and absolute discretion, such action is necessary; provided, however, that no preplanned temporary shutdown shall occur with less than forty-eight (48) hours’ advance notice to the applicable ServiceRecipient. For clarity, the Provider may temporarily close Facilities without advance notice in order to perform maintenance in response to an emergency or an event that impairs the use of the Facility. The Provider shall consider approving be relieved of its obligations to provide the Services affected by such shutdown during the period that its Facilities are so shut down, and the Recipient shall be relieved of its obligations to pay the Service Modifications Charges and potential Termination Charges related to such Services in good faith, such approval not to be unreasonably withheld, conditioned or delayedrespect of periods after the date the applicable Services so shut down.

Standard for Service. Except as otherwise provided in this Agreement or the TSA Schedules, the Provider ▇▇▇▇▇▇▇ agrees to perform each Service such that the nature, quality, standard of care, level of priority and the service level at which such Service is performed are not materially less than the nature, quality, standard of care, level of priority and service level at which substantially the same service was performed by or on behalf of, in the case of ▇▇▇▇▇▇▇ is the Provider, to the Echo Business, and in the case Newco is the Provider, Newco or the ▇▇▇▇▇▇▇ Contributed Subsidiaries to the ▇▇▇▇▇▇▇ Business, Business during the twelve (12) months prior to the Closing Date (or, if not so previously provided, then substantially the same as that applicable to similar services provided by, in the case ▇▇▇▇▇▇▇ is the Provider, by ▇▇▇▇▇▇▇ to the ▇▇▇▇▇▇▇ Retained Subsidiaries, and in the case Newco is the Provider, by Newco to its Subsidiaries). Without limiting the foregoing, in the event there is any restriction on the Provider ▇▇▇▇▇▇▇ under an existing contract with a third party that would restrict the nature, quality or standard of care applicable to delivery of a Service to be provided by the Provider ▇▇▇▇▇▇▇ to the RecipientNewco, the Provider ▇▇▇▇▇▇▇ shall promptly provide notice to the Recipient Newco of such restriction and the Parties Newco and ▇▇▇▇▇▇▇ shall reasonably cooperate in good faith to mutually agree on alternative arrangements or procedures to allow the Provider ▇▇▇▇▇▇▇ to provide such Service in a manner as close as possible to the standards described in this Section 3. The Provider ▇▇▇▇▇▇▇ shall not be responsible for any inability to provide a Service or any delay in doing so to the extent that such inability or delay is caused by the failure of the Recipient Newco to timely provide the information, access or other cooperation necessary for the Provider ▇▇▇▇▇▇▇ to provide such Service. Without limiting the Provider’s ▇▇▇▇▇▇▇’▇ obligation to provide the Services in accordance with the standards set forth in, and subject to, this Section 3, the Provider ▇▇▇▇▇▇▇ may supplement, modify, substitute or otherwise alter any of the Services from time to time in a manner that is generally consistent with supplements, modifications, substitutions or alterations made for similar services provided or otherwise made available by the Provider▇▇▇▇▇▇▇; provided that no such alteration adversely affects, in the case ▇▇▇▇▇▇▇ is the Provider, affects the Echo Business or natural expansions or extensions thereof, and in the case Newco is the Provider, the ▇▇▇▇▇▇▇ Business or natural expansions or extensions thereof, thereof in any material respect. The Recipient Newco may request to modify the terms and conditions relating to the performance of a previously agreed-upon Service in order to resolve issues that were not apparent as of the Effective Date, which may include, among other things, new procedures or processes for providing such Service (a “Service Modification”). In each such case, the Service Coordinators shall discuss such potential changes and determine possible scope impact on the Services. If the Service Modification is a change to the Service that does not materially and adversely affect the Provider’s ▇▇▇▇▇▇▇’▇ costs or ability to provide, or cause to be provided, such Service, the Provider ▇▇▇▇▇▇▇ shall promptly, at the RecipientNewco’s reasonable cost and expense, implement such Service Modification. In the event the Recipient Newco desires a Service Modification that would materially and adversely affect the Provider’s ▇▇▇▇▇▇▇’▇ costs or ability to provide, or cause to be provided, the applicable Service, the Provider ▇▇▇▇▇▇▇ shall consider approving such Service Modifications in good faith, such approval not to be unreasonably withheld, conditioned or delayed.

Standard for Service. Except as otherwise provided in this Agreement or the TSA Schedules, the Provider agrees to perform each Service such that the nature, quality, standard of care, level of priority and the service level at which such Service is performed are not materially less than the nature, quality, standard of 4 care, level of priority and service level at which substantially the same service was performed by or on behalf of, in the case ▇▇▇▇▇▇▇ is the Provider, to the Echo Business, and in the case Newco is the Provider, Newco or the ▇▇▇▇▇▇▇ Contributed Subsidiaries to the ▇▇▇▇▇▇▇ Business, during the twelve (12) months prior to the Closing Date (or, if not so previously provided, then substantially the same as that applicable to similar services provided by, in the case ▇▇▇▇▇▇▇ is the Provider, ▇▇▇▇▇▇▇ to the ▇▇▇▇▇▇▇ Retained Subsidiaries, and in the case Newco is the Provider, by Newco to its Subsidiaries). Without limiting the foregoing, in the event there is any restriction on the Provider under an existing contract with a third party that would restrict the nature, quality or standard of care applicable to delivery of a Service to be provided by the Provider to the Recipient, the Provider shall promptly provide notice to the Recipient of such restriction and the Parties shall reasonably cooperate in good faith to mutually agree on alternative arrangements or procedures to allow the Provider to provide such Service in a manner as close as possible to the standards described in this Section 3. The Provider shall not be responsible for any inability to provide a Service or any delay in doing so to the extent that such inability or delay is caused by the failure of the Recipient to timely provide the information, access or other cooperation necessary for the Provider to provide such Service. Without limiting the Provider’s obligation to provide the Services in accordance with the standards set forth in, and subject to, this Section 3, the Provider may supplement, modify, substitute or otherwise alter any of the Services from time to time in a manner that is generally consistent with supplements, modifications, substitutions or alterations made for similar services provided or otherwise made available by the Provider; provided that no such alteration adversely affects, in the case ▇▇▇▇▇▇▇ is the Provider, the Echo Business or natural expansions or extensions thereof, and in the case Newco is the Provider, the ▇▇▇▇▇▇▇ Business or natural expansions or extensions thereof, in any material respect. The Recipient may request to modify the terms and conditions relating to the performance of a previously agreed-upon Service in order to resolve issues that were not apparent as of the Effective Date, which may include, among other things, new procedures or processes for providing such Service (a “Service Modification”). In each such case, the Service Coordinators shall discuss such potential changes and determine possible scope impact on the Services. If the Service Modification is a change to the Service that does not materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, such Service, the Provider shall promptly, at the Recipient’s reasonable cost and expense, implement such Service Modification. In the event the Recipient desires a Service Modification that would materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, the applicable Service, the Provider shall consider approving such Service Modifications in good faith, such approval not to be unreasonably withheld, conditioned or delayed.

Standard for Service. Except as otherwise provided in this Agreement or the TSA Schedules, the Provider E▇▇▇▇▇▇ agrees to perform each Service such that the nature, quality, standard of care, level of priority and the service level at which such Service is performed are not materially less than the nature, quality, standard of care, level of priority and service level at which substantially the same service was performed by or on behalf of, in the case ▇of E▇▇▇▇▇▇ is the Provider, to the Echo Business, and in the case Newco is the Provider, Newco or the ▇▇▇▇▇▇▇ Contributed Subsidiaries to the ▇▇▇▇▇▇▇ Business, Business during the twelve (12) months prior to the Closing Date (or, if not so previously provided, then substantially the same as that applicable to similar services provided by, in the case ▇▇▇▇▇▇▇ is the Provider, ▇by E▇▇▇▇▇▇ to the ▇E▇▇▇▇▇▇ Retained Subsidiaries, and in the case Newco is the Provider, by Newco to its Subsidiaries). Without limiting the foregoing, in the event there is any restriction on the Provider E▇▇▇▇▇▇ under an existing contract with a third party that would restrict the nature, quality or standard of care applicable to delivery of a Service to be provided by the Provider E▇▇▇▇▇▇ to the RecipientNewco, the Provider E▇▇▇▇▇▇ shall promptly provide notice to the Recipient Newco of such restriction and the Parties Newco and E▇▇▇▇▇▇ shall reasonably cooperate in good faith to mutually agree on alternative arrangements or procedures to allow the Provider E▇▇▇▇▇▇ to provide such Service in a manner as close as possible to the standards described in this Section 3. The Provider E▇▇▇▇▇▇ shall not be responsible for any inability to provide a Service or any delay in doing so to the extent that such inability or delay is caused by the failure of the Recipient Newco to timely provide the information, access or other cooperation necessary for the Provider E▇▇▇▇▇▇ to provide such Service. Without limiting the Provider’s E▇▇▇▇▇▇’▇ obligation to provide the Services in accordance with the standards set forth in, and subject to, this Section 3, the Provider E▇▇▇▇▇▇ may supplement, modify, substitute or otherwise alter any of the Services from time to time in a manner that is generally consistent with supplements, modifications, substitutions or alterations made for similar services provided or otherwise made available by the ProviderE▇▇▇▇▇▇; provided that no such alteration adversely affects, in the case ▇▇▇▇▇▇▇ is the Provider, affects the Echo Business or natural expansions or extensions thereof, and in the case Newco is the Provider, the ▇▇▇▇▇▇▇ Business or natural expansions or extensions thereof, thereof in any material respect. The Recipient Newco may request to modify the terms and conditions relating to the performance of a previously agreed-upon Service in order to resolve issues that were not apparent as of the Effective Date, which may include, among other things, new procedures or processes for providing such Service (a “Service Modification”). In each such case, the Service Coordinators shall discuss such potential changes and determine possible scope impact on the Services. If the Service Modification is a change to the Service that does not materially and adversely affect the Provider’s E▇▇▇▇▇▇’▇ costs or ability to provide, or cause to be provided, such Service, the Provider E▇▇▇▇▇▇ shall promptly, at the RecipientNewco’s reasonable cost and expense, implement such Service Modification. In the event the Recipient Newco desires a Service Modification that would materially and adversely affect the Provider’s E▇▇▇▇▇▇’▇ costs or ability to provide, or cause to be provided, the applicable Service, the Provider E▇▇▇▇▇▇ shall consider approving such Service Modifications in good faith, such approval not to be unreasonably withheld, conditioned or delayed.

Standard for Service. Except as otherwise provided in this Agreement or the TSA Schedules, the Provider agrees to perform each Service such that the nature, quality, standard of care, level of priority and the service level at which such Service is performed are not materially less than the nature, quality, standard of care, level of priority and service level at which substantially the same service was performed by or on behalf of, in the case ▇E▇▇▇▇▇▇ is the Provider, to the Echo Business, and in the case Newco AspenTech is the Provider, Newco AspenTech or the ▇E▇▇▇▇▇▇ Contributed Subsidiaries to the ▇E▇▇▇▇▇▇ Business, during the twelve (12) months prior to the Closing Date (or, if not so previously provided, then substantially the same as that applicable to similar services provided by, in the case ▇E▇▇▇▇▇▇ is the Provider, ▇E▇▇▇▇▇▇ to the ▇E▇▇▇▇▇▇ Retained Subsidiaries, and in the case Newco AspenTech is the Provider, by Newco AspenTech to its Subsidiaries). Without limiting the foregoing, in the event there is any restriction on the Provider under an existing contract with a third party that would restrict the nature, quality or standard of care applicable to delivery of a Service to be provided by the Provider to the Recipient, the Provider shall promptly provide notice to the Recipient of such restriction and the Parties shall reasonably cooperate in good faith to mutually agree on alternative arrangements or procedures to allow the Provider to provide such Service in a manner as close as possible to the standards described in this Section 3. The Provider shall not be responsible for any inability to provide a Service or any delay in doing so to the extent that such inability or delay is caused by the failure of the Recipient to timely provide the information, access or other cooperation necessary for the Provider to provide such Service. Without limiting the Provider’s obligation to provide the Services in accordance with the standards set forth in, and subject to, this Section 3, the Provider may supplement, modify, substitute or otherwise alter any of the Services from time to time in a manner that is generally consistent with supplements, modifications, substitutions or alterations made for similar services provided or otherwise made available by the Provider; provided that no such alteration adversely affects, in the case ▇E▇▇▇▇▇▇ is the Provider, the Echo Business or natural expansions or extensions thereof, and in the case Newco AspenTech is the Provider, the ▇E▇▇▇▇▇▇ Business or natural expansions or extensions thereof, in any material respect. The Recipient may request to modify the terms and conditions relating to the performance of a previously agreed-upon Service in order to resolve issues that were not apparent as of the Effective Date, which may include, among other things, new procedures or processes for providing such Service (a “Service Modification”). In each such case, the Service Coordinators shall discuss such potential changes and determine possible scope impact on the Services. If the Service Modification is a change to the Service that does not materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, such Service, the Provider shall promptly, at the Recipient’s reasonable cost and expense, implement such Service Modification. In the event the Recipient desires a Service Modification that would materially and adversely affect the Provider’s costs or ability to provide, or cause to be provided, the applicable Service, the Provider shall consider approving such Service Modifications in good faith, such approval not to be unreasonably withheld, conditioned or delayed.