AMENDED AND RESTATED INTERCOMPANY SERVICES AGREEMENT

(b)       GE hereby grants and agrees to grant, and cause its Affiliates to grant and agree to grant, to the ▇▇▇▇▇ ▇▇▇▇▇▇ Entities a royalty-free, fully paid-up, non-exclusive, limited right and license, with no right to sublicense (except pursuant to Section 3.04), to any of its or their Background IP and R&D Services Foreground IP, in each case, that is Controlled by GE or its Affiliates solely, as applicable, to perform the ▇▇▇▇▇ ▇▇▇▇▇▇ Provided R&D Services to be provided by the ▇▇▇▇▇ ▇▇▇▇▇▇ Entities under an applicable ▇▇▇▇▇ ▇▇▇▇▇▇ Statement of Work (whether or not listed in the applicable ▇▇▇▇▇ ▇▇▇▇▇▇ Statement of Work) for the term of such applicable ▇▇▇▇▇ ▇▇▇▇▇▇ Statement of Work.

Section 3.07 Ownership of Intellectual Property.

(a)       Any Intellectual Property created by or on behalf of a Provider or jointly by or on behalf of the Parties during the provision of Technology Access and any Umbrella Services listed under the categories of “Engineering Services” or “IT” under Schedule 2.01(b) or Schedule 2.02(b) shall be owned by such Provider.

(b)       Any Intellectual Property developed in connection with a Collaboration shall be owned by the party specified in the applicable Collaboration Agreement.

(c)       Ownership of any R&D Services Foreground IP shall be agreed upon by the Parties in the applicable Statement of Work.

(d)       Any Intellectual Property created during the provision of any Service (other than Technology Access, R&D Services, Collaboration Services and any Umbrella Services listed under the categories of “Engineering Services” or “IT” under Schedule 2.01(b) or Schedule 2.02(b)) by or on behalf of a Provider, (i) without joint inventorship by the Recipient, shall be owned by such Provider and (ii) with joint inventorship by the Recipient, shall be owned jointly by such Provider and Recipient.

Section 3.08 Patent Prosecution and Costs. Unless otherwise agreed to in the relevant Statement of Work and subject to Section 3.09, the designated owner of the R&D Services Foreground IP arising under a particular Statement of Work shall have the option of preparing, filing, and prosecuting patent applications, and for maintaining all U.S. and foreign patents and patent applications thereon, including the payment of any fees applicable to the foregoing. Each Party shall be responsible for managing its own inventor remuneration program, if it so chooses to have one, including making any payments due to its personnel in connection with any Intellectual Property developed in connection with the Services provided hereunder. Each Party shall remain responsible for inventor remuneration required by local laws for its own inventors in connection with any Intellectual Property developed in connection with the services provided hereunder.

Section 3.09 Portfolio Reviews for R&D Services Foreground IP.

(a)       The Parties shall provide agreed reports no less than twice per year setting forth a review of the portfolio of R&D Services Foreground IP (“Portfolio Reviews”). In each Portfolio Review report, the owner of each Docket of R&D Services Foreground IP shall inform the other Party about whether it will: (i) prepare, file, prosecute, or maintain (including no longer accepting responsibility for any such costs and fees), as the case may be, any patents or patent applications on that Docket of R&D Services Foreground IP during the upcoming six (6)-month period; or (ii) make public, as part of a defensive publication or otherwise, that Docket of R&D Services Foreground IP.

(b)       If either Party decides to no longer prepare, file, prosecute or maintain, as the case may be, patents or patent applications based on any R&D Services Foreground IP Dockets, the other Party shall have the option to prepare and/or assume ownership of such patent or patent application, for no additional consideration to such first Party. If such other Party exercises this option and acquires ownership of such patent or patent application, such first Party shall execute all documents reasonably required to vest all of their right, title and control in the patent or patent application in such other Party, and shall deliver the relevant dockets, invention disclosures, file wrappers, and similar materials for the transferred patent or patent application to such other Party.

(c)       If any Party decides to make public any R&D Services Foreground IP that is not the subject of a pending patent application, such Party shall provide notice to the other Party and an opportunity for such other Party to remove any of its Confidential Information from such public disclosure. Such other Party shall have ninety (90) days from receipt of such notice to respond. If such other Party does not respond during such ninety (90) day period, the first Party’s public disclosure shall be deemed approved.

(d)       Without limiting the generality of the foregoing ‎Section 3.09(a), Section 3.09(b) and Section 3.09(c), each Party shall use their reasonable efforts in good faith to provide the other Party written notice of their intention not to file, prosecute, or maintain any Docket of R&D Services Foreground IP at least ninety (90) days prior to any known statutory bar dates, cut-off dates, abandonment dates, statutory office action response dates, hearings, or other equivalent deadlines set by any United States or foreign court, or by U.S. Patent and Trademark Office or foreign equivalent office, with respect to such docket.

Section 3.10 License to Transferred R&D Services Foreground IP and Accessed Intellectual Property. If a Party transfers ownership of any R&D Services Foreground IP under Section 3.09 or any Intellectual Property that a Party is granted access to pursuant to this Agreement, such Intellectual Property shall be licensed pursuant to the IP Cross-License Agreement. For the avoidance of doubt, nothing herein shall grant the recipient of such technology access any broader rights to use the Intellectual Property or technology accessed therefrom than the rights provided under the IP Cross-License Agreement.

Section 3.11 Governmental Restrictions and Approvals; Certain Other Restrictions. The assignments, restrictions and licenses contemplated in Section 3.06, Section 3.07, Section 3.10 and Section 3.13 of this Agreement shall be subject to any required Governmental Authority approvals, disclosures, restrictions or reservations, including any of the foregoing that arise out of the funding of any Statement of Work, in whole or in part, by a Governmental Authority. The Parties shall use reasonable efforts in good faith to obtain any and all such approvals that may be required and to ensure any required disclosures are timely made. GE’s obligation to provide GE Provided R&D Services and services pursuant to a Collaboration shall be subject to any restrictions set forth in the Technology Center Agreement.

Section 3.12 Third-Party IP. If a R&D Services Provider requires any license or other rights to third-party Intellectual Property or Technology in order to provide R&D Services, such R&D Services Provider shall notify the applicable R&D Services Recipients in writing as soon as practicable after such R&D Services Provider identifies such a requirement. The Parties acknowledge and agree that there can be no assurance that such licenses or other rights will be successfully obtained or obtained on acceptable terms and, where such licenses or other rights are identified after a Statement of Work has been entered into, the applicable R&D Services Recipients and R&D Services Provider shall agree to work together in good faith to resolve the issue, which may include changing the scope of or terminating such Statement of Work.

Section 3.13 Collaborations.

(a)       A GE Entity, on the one hand, and a ▇▇▇▇▇ ▇▇▇▇▇▇ Entity, on the other, may agree from time to time to enter into a Collaboration pursuant to the terms of a Collaboration Agreement in a form substantially similar to the Collaboration Agreement set forth on Schedule 3.13(a); provided that any research and technology collaboration with GE’s Digital division shall be governed by the terms of the GE Digital Master Products and Services Agreement. Collaboration Agreements should contain the following elements:

(i)       projected total and annual funding levels for the collaboration, including the funding level for any ▇▇▇▇▇ ▇▇▇▇▇▇ Entity, GE Entity and/or any Governmental Authority and any specified funding limitations;

(ii)       provisions regarding ownership of Intellectual Property developed in connection with the collaboration;

(iii)       if applicable, provisions regarding restrictions on the use of any Intellectual Property relevant to such Collaboration Agreement which shall limit the licenses granted in this Section 3.13;

(iv)       if applicable, provisions regarding additional protections for Highly Confidential Information;

(v)       the term of such Collaboration Agreement, including any renewal options, termination rights and related notice periods; and

(vi)       such other provisions as are applicable to a specific Collaboration Agreement (which may include representations, warranties and indemnification provisions; provided that in such case, the Provider shall be entitled to adjust the price of such applicable Collaboration Services to reflect any such risk allocation included in the Collaboration Agreement.

(b)       ▇▇▇▇▇ ▇▇▇▇▇▇ hereby grants and agrees to grant, and cause its Affiliates to grant and agree to grant, to the GE Entities a royalty-free, fully paid-up, non-exclusive, limited right and license, with no right to sublicense, to any of its or their Background IP that is Controlled by the ▇▇▇▇▇ ▇▇▇▇▇▇ or its Affiliates, solely as applicable, to perform the obligations of the GE Entities under the applicable Collaboration Agreement.

(c)       GE hereby grants and agrees to grant, and cause its Affiliates to grant and agree to grant, to the ▇▇▇▇▇ ▇▇▇▇▇▇ Entities a royalty-free, fully paid-up, non-exclusive, limited right and license, with no right to sublicense, to any of its or their Background IP that is Controlled by the GE or its Affiliates, solely as applicable, to perform the obligations of the ▇▇▇▇▇ ▇▇▇▇▇▇ Entities under the applicable Collaboration Agreement.

(d)       The Parties have entered into the Collaboration Agreements listed on Schedule 3.13(d) prior to the Closing Date which shall be governed by the terms and conditions of this Agreement.

(e)       In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of a Collaboration Agreement, the terms and conditions of this Agreement shall prevail, unless a Collaboration Agreement specifically references the provisions of this Agreement that are inconsistent therewith (or it is reasonably apparent from the face of the Collaboration Agreement that such provisions were meant to be specifically referenced and were inadvertently not so referenced), in which case the terms and conditions of such Collaboration Agreement shall prevail. The Parties shall modify any provisions of this Agreement to the extent necessary to comply with the local Laws of the jurisdiction in which such Collaboration Agreement is executed or the local Laws of the jurisdiction(s) where the provisions of such agreement are performed while reflecting, to the maximum extent possible, the intent of the Parties reflected herein.

Section 3.14 Reservation of Rights.

(a)       All rights not expressly granted by a Party or its Affiliates hereunder are reserved by such Party and its Affiliates. Without limiting the generality of the foregoing, the Parties and their Affiliates expressly acknowledge that nothing contained herein, including, for the avoidance of doubt, any GE Provided Technology Access and ▇▇▇▇▇ ▇▇▇▇▇▇ Provided Technology Access, shall be construed or interpreted as a grant, by implication or otherwise, of any rights or licenses other than the rights and licenses expressly set forth in this Article III. The rights and licenses granted in this Article III are subject to, and limited by, any and all licenses, rights, limitations and restrictions with respect to the applicable Intellectual Property or Technology that have been previously granted to or otherwise obtained by any third party prior to the time such Intellectual Property or Technology is assigned or licensed hereunder.

(b)       Except as expressly contemplated in any of the other Long-Term Ancillary Agreements, the Parties acknowledge and agree that the terms and conditions of this Agreement do not extend to, or grant rights to either Party under, any of the other Long-Term Ancillary Agreements and any additional agreements entered into thereunder, including the GE Digital Master Products and Services Agreement.

(c)       Notwithstanding anything herein to the contrary, this Agreement shall not require GE Digital LLC to provide any Services to the ▇▇▇▇▇ ▇▇▇▇▇▇ Entities nor contemplates any access to GE Digital’s Intellectual Property or Technology by the ▇▇▇▇▇ ▇▇▇▇▇▇ Entities, and the only Services to be provided by GE Digital and access to such of its assets shall be pursuant to the GE Digital Master Products and Services Agreement.

Article IV

OTHER ARRANGEMENTS

Section 4.01 Intercompany Service Managers.

(a)       GE hereby appoints and designates the Intercompany Service Manager, or Managers as the case may be, as indicated in Schedule 4.01(a) (the “GE Services Manager”), who will be directly responsible for coordinating and managing the delivery of the GE Provided Services and receipt of the ▇▇▇▇▇ ▇▇▇▇▇▇ Provided Services, and have authority to act on GE’s behalf with respect to matters relating to this Agreement. The GE Services Manager will work with the personnel of the GE Entities to periodically address issues and matters raised by ▇▇▇▇▇ ▇▇▇▇▇▇ relating to this Agreement.

(b)       ▇▇▇▇▇ ▇▇▇▇▇▇ hereby appoints and designates the Intercompany Service Manager, or Managers as the case may be, as indicated in Schedule 4.01(b) (the “▇▇▇▇▇ ▇▇▇▇▇▇ Services Manager”), who will be directly responsible for coordinating and managing the receipt of the GE Provided Services and delivery of the ▇▇▇▇▇ ▇▇▇▇▇▇ Provided Services, and have authority to act on ▇▇▇▇▇ Hughes’s behalf with respect to matters relating to this Agreement. The ▇▇▇▇▇ ▇▇▇▇▇▇ Services Manager will work with the personnel of ▇▇▇▇▇ ▇▇▇▇▇▇ to periodically address issues and matters raised by GE relating to this Agreement.

(c)       Notwithstanding the requirements of Section 10.06, all communications from (i) ▇▇▇▇▇ ▇▇▇▇▇▇ to GE or (ii) GE to ▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to this Agreement regarding material matters (including disputes) that arise with respect to the Services shall be made through the GE Services Manager or the ▇▇▇▇▇ ▇▇▇▇▇▇ Services Manager, as applicable, or such other individual or individuals as specified by the GE Services Manager or the ▇▇▇▇▇ ▇▇▇▇▇▇ Services Manager, in writing and delivered to GE or ▇▇▇▇▇ ▇▇▇▇▇▇, as applicable, by email with receipt confirmed. Each Party agrees to notify the other Party of the appointment of a different GE Services Manager or ▇▇▇▇▇ ▇▇▇▇▇▇ Services Manager, as applicable, if necessary, in accordance with Section 10.06.

Section 4.02 Software and Software Licenses.

(a)       If and to the extent requested by a Party, the other Party shall use its reasonable efforts in good faith to assist such first Party in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary, certain Software necessary for a Provider to provide, or a Recipient to receive, Services; provided, however, that such first Party shall identify the specific types and quantities of any such Software licenses; provided, further, that the other Party shall not be required to pay any fees or other payments or incur any obligations to enable such first Party to obtain any such license or rights in addition to the fees and payments payable by the other Party in respect of any non-seat based enterprise-wide licenses as of the Closing Date; and provided, further, that the other Party shall not be required to seek broader rights or more favorable terms for such first Party than those applicable to GE or ▇▇▇▇▇ ▇▇▇▇▇▇, as the case may be, prior to the Closing Date or as may be applicable to GE or ▇▇▇▇▇ ▇▇▇▇▇▇ from time to time hereafter. The Parties acknowledge and agree that there can be no assurance that GE’s or ▇▇▇▇▇ Hughes’s efforts will be successful or that GE or ▇▇▇▇▇ ▇▇▇▇▇▇ will be able to obtain such licenses or rights on acceptable terms or at all and, where GE or ▇▇▇▇▇ ▇▇▇▇▇▇ enjoys rights under any enterprise, site or similar license grant, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau.

(b)       With respect to the provision of any GE or ▇▇▇▇▇ ▇▇▇▇▇▇ internal tools or Software (internal or third-party), both Parties will be required to comply with any and all data configuration requirements or modifications applied to all GE or ▇▇▇▇▇ ▇▇▇▇▇▇ businesses as directed by GE or ▇▇▇▇▇ ▇▇▇▇▇▇, as applicable. Subject to Section 6.04(b), neither Party will be required to maintain any internal or third-party Software or tools should it (or its businesses) migrate to new programs.

Section 4.03 Local Implementing Agreements. The Parties recognize and agree that there may be a need to document the Services in various jurisdictions outside of the United States from time to time. The Parties shall enter into, or cause their respective Affiliates to enter into, local implementing agreements (“Local Agreements”) for Services in such jurisdictions, countries or geographical regions as a Party may reasonably request from time to time. Without limiting the generality of the foregoing, should there be any conflict between any term or condition of a Local Agreement and this Agreement, the terms and conditions of this Agreement shall prevail. The Parties agree to cooperate in implementing any such Local Agreement in a manner that does not subject a Provider to income Taxes in a jurisdiction other than those jurisdictions under the laws of which such Provider is organized or is, before the implementation of such Local Agreement, a Tax resident.

Section 4.04 Corporate Policies.

(a)       GE shall provide ▇▇▇▇▇ ▇▇▇▇▇▇ with access to, and hereby grants ▇▇▇▇▇ ▇▇▇▇▇▇ the right to use, those corporate policies and manuals (excluding manuals for products or technology) published on the GE Intranet or listed in Schedule 2.01(a) and Schedule 2.01(b) (collectively, the “GE Materials”). ▇▇▇▇▇ ▇▇▇▇▇▇ may create materials based on the GE Materials for distribution to employees, suppliers and customers of ▇▇▇▇▇ ▇▇▇▇▇▇ for use in the operation of the Business in substantially the same manner as such materials were used during the Baseline Period. It is understood and agreed that GE makes no representation or warranty, express or implied, as to the accuracy or completeness of the GE Materials or as to the suitability of the GE Materials for use by ▇▇▇▇▇ ▇▇▇▇▇▇ in respect of its business, the Business or otherwise.

(b)       Notwithstanding the foregoing, the text of any materials based upon the GE Materials created by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of its business or the Business (the “▇▇▇▇▇ ▇▇▇▇▇▇ Materials”) may not contain any references to GE except to the extent licensed under the terms of the Trademark License Agreement entered into under the terms of the Transaction Agreement.

(c)       Subject to the restrictions set forth in Section 4.04a) and Section 4.04(b), ▇▇▇▇▇ Hughes’s rights to create and use materials based on GE Materials granted pursuant to this Section 4.04 are perpetual and shall survive expiration or termination of this Agreement.

Section 4.05 Limitations with Respect to the GE Materials.

(a)       GE shall have no obligation (i) to notify ▇▇▇▇▇ ▇▇▇▇▇▇ of any changes or proposed changes to any of the GE Materials, (ii) to include ▇▇▇▇▇ ▇▇▇▇▇▇ in any consideration of proposed changes to any of the GE Materials, (iii) to provide draft changes of any of the GE Materials to ▇▇▇▇▇ ▇▇▇▇▇▇ for review and comment or (iv) to provide ▇▇▇▇▇ ▇▇▇▇▇▇ with any updated materials relating to any of the GE Materials. ▇▇▇▇▇ ▇▇▇▇▇▇ acknowledges and agrees that, except as expressly set forth above and as between the Parties, GE reserves all rights in, to and under, including all Intellectual Property rights with respect to, the GE Materials and no rights with respect to ownership or use, except as otherwise expressly provided herein, shall vest in ▇▇▇▇▇ ▇▇▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ shall own all ▇▇▇▇▇ ▇▇▇▇▇▇ Materials created in accordance with the terms of this Agreement. Further, ▇▇▇▇▇ ▇▇▇▇▇▇ agrees to take reasonable efforts to ensure that the GE Materials are not used for any purpose other than the purposes set forth above, provided, that ▇▇▇▇▇ ▇▇▇▇▇▇ shall only be required to take those actions it would consider advisable with respect to protecting the use of ▇▇▇▇▇ Hughes’s proprietary or sensitive business materials of a similar nature. In the event that GE determines that ▇▇▇▇▇ ▇▇▇▇▇▇ has not materially complied with some or all of its obligations with respect to any or all of the GE Materials, GE may terminate ▇▇▇▇▇ Hughes’s rights with respect to such GE Materials upon written notice to ▇▇▇▇▇ ▇▇▇▇▇▇ if such material non-compliance remains uncured for a period of thirty (30) days after receipt by ▇▇▇▇▇ ▇▇▇▇▇▇ of a written notice thereof from GE and, in such case, GE shall be entitled to require any such GE Materials in ▇▇▇▇▇ Hughes’s possession and control to be returned to GE or destroyed (with such destruction certified in writing to GE) promptly after such termination.

(b)       If ▇▇▇▇▇ ▇▇▇▇▇▇ determines to cease to avail itself of any of the GE Materials referred to in this Article IV or upon termination of any period during which ▇▇▇▇▇ ▇▇▇▇▇▇ is permitted to use any of the GE Materials pursuant to Section 4.05(a), GE and ▇▇▇▇▇ ▇▇▇▇▇▇ shall cooperate in good faith to take reasonably appropriate actions to effectuate such determination or termination and protect GE’s rights and interests in the GE Materials. For the avoidance of doubt, ▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to use, in perpetuity, any ▇▇▇▇▇ ▇▇▇▇▇▇ Materials created in accordance with the terms of this Agreement.

Article V

ADDITIONAL AGREEMENTS

Section 5.01 System Resources and Security.

(a)       Except as otherwise expressly provided in the Transaction Agreement, in any Ancillary Agreement, or any Long-Term Ancillary Agreement, or unless required in connection with the performance of or delivery of a Service, each Party shall have the discretion to determine whether to provide to the other Party access and connectivity to the Intranet of such first Party and other owned or licensed Software, networks, hardware or technology of such first Party and its Affiliates or computer-based resources which require a password or are available on a secured access basis. Each Party shall ensure that such access shall be used by such personnel only for the purposes contemplated by, and subject to the terms of, this Agreement, or as otherwise determined by the Parties, and shall access and use only those Systems for which such Party has been granted the right to access and use. In the event that any Service is terminated, the applicable Party’s access to the System required solely in connection with the performance of or delivery of such terminated Service shall also be terminated.

(b)       If, at any time, a Party determines that any of its personnel has sought to circumvent, or has circumvented, the other Party’s or its Affiliates’ system security policies, procedures and requirements, or that any of its unauthorized personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or Software of the other Party, such first Party shall promptly terminate any such person’s access to the Systems and immediately notify the GE Services Manager or ▇▇▇▇▇ ▇▇▇▇▇▇ Services Manager, as applicable. In addition, each Party shall have the right to deny personnel of the other Party access to its Systems upon notice to the other Party in the event that such first Party reasonably believes that such personnel have engaged in any of the activities set forth above or otherwise pose a security concern. Each Party shall use its reasonable efforts in good faith to cooperate with the other Party in investigating any apparent unauthorized access to the Systems. GE and ▇▇▇▇▇ ▇▇▇▇▇▇ agree to use their respective reasonable efforts in good faith to cooperate and fully implement the provisions of this Section 5.01 promptly.

(c)       In the event of a cyber incident for which a Party reasonably believes its Intranet or other information technology-related resources have been or could be compromised by a malicious threat actor, the other Party agrees that such first Party may take all steps it deems necessary and/or advisable in its sole and absolute discretion to remediate the cyber incident, including termination of or blocking the other Party’s, its Affiliates’ and its and their personnel’s access and connectivity to the Intranet or such other information technology-related resources. If a Party reasonably believes any of the other Party’s, its Affiliates or its or their personnel has failed to comply with the security guidelines of such first Party and its Affiliates, the other Party agrees that such first Party may, upon notice to the other Party describing such non-compliance, block the other Party’s access and connectivity to the Intranet or such other information technology-related resources until such time as the other Party has remedied such non-compliance in a manner satisfactory to such first Party in its sole discretion.

(d)       In the event that any Deliverable under this Agreement includes executable binary code (other than in the ordinary course of the performance of information technology Services and with respect to any Statement of Work), GE or ▇▇▇▇▇ ▇▇▇▇▇▇, as applicable, shall have the right to conduct a cybersecurity assessment of the applicable Deliverables, intended to identify potential cybersecurity vulnerabilities in such Deliverables.

Section 5.02 Access.

(a)       ▇▇▇▇▇ ▇▇▇▇▇▇ shall, and shall cause its Affiliates to, allow GE and its Representatives reasonable access to the facilities of ▇▇▇▇▇ ▇▇▇▇▇▇ necessary for GE to fulfill its obligations under this Agreement.

(b)       GE shall, and shall cause its Affiliates to, allow ▇▇▇▇▇ ▇▇▇▇▇▇ and its Representatives reasonable access to the facilities of GE necessary for ▇▇▇▇▇ ▇▇▇▇▇▇ to fulfill its obligations under this Agreement.

(c)       Notwithstanding the other rights of access of the Parties under this Agreement, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and its Representatives, following not less than ten (10) Business Days’ prior written notice from the other Party, reasonable access during normal business hours to the facilities, information, systems, infrastructure, and personnel of the relevant Providers as reasonably necessary for the other Party to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services, including in connection with verifying compliance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; provided, however, such access shall not unreasonably interfere with any of the business or operations of such Party or its Affiliates.

Section 5.03 GE and ▇▇▇▇▇ ▇▇▇▇▇▇ Global Services Contracts.

(a)       Notwithstanding Section 6.02 of the Transaction Agreement, following the Closing Date, each Party shall, as mutually agreed, (i) allow and cause the other Party to continue as a participating party under all GE Global Services Contracts or ▇▇▇▇▇ ▇▇▇▇▇▇ Global Services Contracts (that do not by their terms automatically terminate as to the other Party as a result of the Closing), as applicable, with the same benefits and obligations as GE O&G, ▇▇▇▇▇ ▇▇▇▇▇▇ or GE, as applicable, had in respect of such GE Global Services Contracts or ▇▇▇▇▇ ▇▇▇▇▇▇ Global Services Contracts, as applicable, during the Baseline Period and (ii) cooperate with the other Party to approach each third-party counterparty to a GE Global Services Contract or ▇▇▇▇▇ ▇▇▇▇▇▇ Global Services Contract, as applicable, in respect of which, the other Party, as of the Closing Date, may not qualify for continued participation, to allow for the other Party’s continued participation under such GE Global Services Contract or ▇▇▇▇▇ ▇▇▇▇▇▇ Global Services Contract, as applicable, in accordance with the terms thereof, in each case, without further payment or consideration by the GE Entities or ▇▇▇▇▇ ▇▇▇▇▇▇ Entities, as applicable, for such continued participation by the other Party.

(b)       GE’s or ▇▇▇▇▇ Hughes’s obligation to pay any amount under this Section 5.03 in respect of any GE Global Services Contract or ▇▇▇▇▇ ▇▇▇▇▇▇ Global Services Contract, as applicable, shall be determined consistent with the methodology applied in respect of GE’s, GE O&G’s or ▇▇▇▇▇ Hughes’s participation, as applicable, during the Baseline Period, and each Party’s participation shall constitute an Umbrella Service for purposes of this Agreement.

Section 5.04 Shared Facilities.

(a)       GE hereby grants to ▇▇▇▇▇ ▇▇▇▇▇▇ a limited license to use and access space at certain facilities and to continue to use certain equipment located at such facilities (including use of office security and badge services) (the “GE Facilities”), for substantially the same purposes as used in the Business during the Baseline Period. ▇▇▇▇▇ ▇▇▇▇▇▇ hereby grants, or shall cause one or more of its Affiliates to grant, to GE a limited license to use and access space at certain facilities and to continue to use certain equipment located at such facilities (including use of office security and badge services) (the “▇▇▇▇▇ ▇▇▇▇▇▇ Facilities”), for substantially the same purposes as used by the GE Entities other than the Business during the Baseline Period. For the avoidance of doubt, at each of the GE Facilities and the ▇▇▇▇▇ ▇▇▇▇▇▇ Facilities, GE and ▇▇▇▇▇ ▇▇▇▇▇▇, as the case may be, shall, in addition to providing access and the right to use such facilities, provide to the personnel of GE and ▇▇▇▇▇ ▇▇▇▇▇▇, as the case may be, substantially all ancillary services that are provided as of Closing Date to its own employees at such facility, as well as such additional services as it may provide from time to time if the same are requested and agreed, such as, by way of example and not limitation, reception, general repair and maintenance (subject to the immediately following sentence), janitorial, security (subject to the immediately following sentence), mail delivery and telephony services, access to duplication, facsimile, printing and other similar office services, and use of cafeteria, breakroom, restroom and other similar facilities. Unless otherwise expressly agreed by the Parties, such ancillary services (i) shall not include research and development services or medical services and (ii) shall only include (A) in the case of security, those services provided in connection with shared areas of a GE Facility or a ▇▇▇▇▇ ▇▇▇▇▇▇ Facility, as the case may be, it being understood that the Provider shall not provide security services to Recipient-specific areas of the Provider’s facility (to the extent that it is reasonably practicable for Recipient to provide such services with respect to any such Recipient-specific area) or security passes that permit entrance to Provider-specific areas of Recipient’s facility and (B) in the case of maintenance services, those services historically provided that are general in nature and within the scope of customary maintenance of ordinary wear and tear.

(b)       [Intentionally omitted].

(c)       The Parties shall permit only their authorized Representatives, contractors, invitees or licensees, to use the ▇▇▇▇▇ ▇▇▇▇▇▇ Facilities and GE Facilities (collectively, the “Facilities”), as applicable, except as otherwise permitted by the other Party in writing. If GE or ▇▇▇▇▇ ▇▇▇▇▇▇ desires that the other should vacate a Facility, or GE or ▇▇▇▇▇ ▇▇▇▇▇▇ desire to vacate a facility, the other party shall be consulted as soon as reasonably practicable following such decision, and its views taken into consideration in good faith. Notwithstanding the fact that the Parties are occupying each other’s Facilities pursuant to a license, the Parties agree that such license is coupled with an interest and each Party waives the right to terminate such license at will. Instead, the Parties shall jointly develop a timeline to vacate the Facility, which timeline shall consider any lease expiration date in each case, as set forth in Section 5.06 of the Master Agreement. Each Party shall, and shall cause its respective Affiliates, Representatives, contractors, invitees or licensees to, vacate the other Party’s Facilities at or prior to the earlier of (i) the agreed date and (ii) the termination of such Service pursuant to Article IX hereof, and shall deliver over to the other Party or its Affiliates, as applicable, the Facilities in the same repair and condition at that date as on the Closing Date, ordinary wear and tear excepted; provided, however, that in the event that the third-party lease for a Facility specifies otherwise, the Party vacating a Facility shall deliver over such Facility in such repair and condition (consistent with Recipient’s past practices and taking into account the date that the Party began its occupation of such Facility) as set forth in the third-party lease. All tangible ▇▇▇▇▇ ▇▇▇▇▇▇ assets that are located at a GE Facility shall be removed from such property at ▇▇▇▇▇ Hughes’s

expense and in a manner so as not to unreasonably interfere with the operations of GE and to not cause damage to such property or any facility located thereon. All tangible GE assets that are located at a ▇▇▇▇▇ ▇▇▇▇▇▇ Facility shall be removed from such property at GE’s expense and in a manner so as not to unreasonably interfere with the operations of ▇▇▇▇▇ ▇▇▇▇▇▇ and to not cause damage to such property or any facility located thereon.

(d)       In addition to the access rights provided under Section 5.02 hereof, the Parties or their Affiliates, or the landlord in respect of any third-party lease, shall have reasonable access to their respective Facilities from time to time as reasonably necessary for the security and maintenance thereof in accordance with past practice and the terms of any third-party lease agreement, if applicable. To the extent that the Recipient is not insured in respect of a specific liability coverage pursuant to the GE corporate insurance program, the Recipient agrees to maintain commercially appropriate and customary levels (consistent with Recipient’s past practices and in no event less than what is required by the landlord under the relevant lease agreement) of property and liability insurance in respect of the Facilities they occupy and the activities conducted thereon and to be responsible for, and to indemnify and hold harmless the Provider in accordance with Article VII hereof (and subject to the limitations set forth in Article VII) in respect of, the acts and omissions of its Representatives, contractors, invitees and licensees. EACH PARTY HEREBY WAIVES ALL RIGHTS OF RECOVERY, CLAIMS AND CAUSES OF ACTION AGAINST THE OTHER AND THEIR AFFILIATES FOR ANY LOSS OR DAMAGE THAT MAY OCCUR TO THE REAL OR PERSONAL PROPERTY OF SUCH PARTY BY REASON OF FIRE, THE ELEMENTS OR ANY OTHER CAUSE THAT COULD BE INSURED AGAINST UNDER THE TERMS OF A STANDARD POLICY OF PROPERTY INSURANCE AND FOR ANY LOSSES COVERED BY WORKERS’ COMPENSATION LAWS AND BENEFITS, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF THE OTHER PARTY, ITS AGENTS, OFFICERS, DIRECTORS EMPLOYEES AND CONTRACTORS.

(e)       Each of the Parties shall, and shall cause its Affiliates, Representatives, contractors, invitees and licensees to, comply with (i) all Laws applicable to their use or occupation of any Facility including those relating to environmental and workplace safety matters, (ii) the Party’s applicable site rules, regulations, policies and procedures, and (iii) any applicable requirements of any third-party lease governing any Facility. The Parties shall not make, and shall cause their respective Affiliates and Representatives, contractors, invitees and licensees to refrain from making, any material alterations or improvements to the Facilities except with the prior written approval of the other Party or its Affiliates, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed. The Parties shall provide heating, cooling, electricity and other utility services for the respective Facilities substantially consistent with levels provided immediately prior to the Closing Date.

(f)       The rights granted pursuant to this Section 5.04 shall be in the nature of a license and shall not create a leasehold (or right to grant a sublicense or sub-leasehold to any unaffiliated third party) or other estate or possessory rights in ▇▇▇▇▇ ▇▇▇▇▇▇ or GE, or their respective Affiliates, Representatives, contractors, invitees or licensees, with respect to the Facilities.

(g)       To the extent included in the pricing methodology for such Facility or any applicable provision of the relevant lease, if any, the owner or lessee of each Facility will be responsible for (i) payment of all property taxes and special assessments, (ii) payment of any taxes on rental income, and (iii) making any alterations or repairs required by any insurer or required to comply with laws, codes and ordinances, including, without limitation, building codes, fire codes and accessibility laws, except only to the extent that such alterations or repairs are triggered by unrelated work being performed by the Party to which the license to occupy is granted.

(h)       The Parties intend that the use of the GE Facilities and the ▇▇▇▇▇ ▇▇▇▇▇▇ Facilities shall be governed by the terms of this Agreement for such period as determined pursuant to the Facilities timeline developed in accordance with Section 5.04(c), and any existing lease between any GE Entity and GE O&G is hereby terminated and of no further force or effect. If continued use and access of a Facility is needed pursuant to such Facilities timeline significantly beyond twenty-four (24) months from the date of this Agreement, or earlier as determined by the current lease expiration date of a leased Facility, the Parties shall enter into leases, with regard to owned Facilities or subleases, with regard to leased Facilities (to the extent permitted under the terms of any lease covering the relevant GE-leased or ▇▇▇▇▇ ▇▇▇▇▇▇-leased Facility) or other arrangements as promptly as possible to ▇▇▇▇▇ ▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇, as applicable, the same access to the Facilities as GE or ▇▇▇▇▇ ▇▇▇▇▇▇, as applicable, was being provided immediately prior to the twenty-four (24) month anniversary of this Agreement, in each case, on terms mutually agreed by the parties in accordance with the terms of any master lease (if any). This Agreement shall continue in effect with regard to any such Facility beyond the initial twenty-four (24) months while GE and ▇▇▇▇▇ ▇▇▇▇▇▇ are negotiating a lease, sublease or other arrangement concerning such Facility, pursuant to the Facilities plan agreed in accordance with Section 5.04(c). Upon the entry into any such lease, sublease or other arrangement with respect to a Facility, this Agreement, including any obligation to pay Facility Costs under this Agreement, shall terminate with respect to such Facility and all ongoing obligations of the tenant or subtenant shall be as expressly provided under the terms of such lease, sublease or other arrangement. Each such Facility arrangement or related sublease shall constitute a GE Provided Facility Service or ▇▇▇▇▇ ▇▇▇▇▇▇ Provided Facility Service, as applicable, for purposes of this Agreement.

(i)       Notwithstanding anything to the contrary contained in this ‎Section 5.06, neither party shall be obligated to compensate any third party, commence or participate in any Action or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to be bound by any obligation or, except in the case of a sublease, remain secondarily or contingently liable for any liability) to any third party in respect of any necessary third party consent or approval or any sublease arrangement.

Section 5.05 Shared Manufacturing Arrangements; Financial Services.

(a)       With respect to a mutual determination by the Parties following the Closing Date to continue an arrangement for the production of any equipment or component part on a manufacturing line that is shared by one or more GE Entities, on the one hand, and one or more ▇▇▇▇▇ ▇▇▇▇▇▇ Entities, on the other hand, in each case set forth on Schedule 5.05(a) (each, a “Shared Manufacturing Arrangement”), such Shared Manufacturing Arrangements shall continue in accordance with the terms of Section 5.06 of the Master Agreement, and each such Shared Manufacturing Arrangement shall constitute an Umbrella Service for purposes of this Agreement.

(b)       With respect to a mutual determination by the Parties following the Closing Date to continue an arrangement for accounts payable and accounts receivable factoring programs between one or more GE Entities, on the one hand, and one or more ▇▇▇▇▇ ▇▇▇▇▇▇ Entities, on the other hand, in each case set forth on Schedule 5.05(b) (each, a “Factoring Arrangement”), such Factoring Arrangement shall continue in full force and effect, notwithstanding Section 6.02 or 7.04 of the Transaction Agreement, and the fees in respect of such Factoring Arrangements shall be calculated on the same basis and methodology as provided under the related Factoring Arrangement, and each such Factoring Arrangement shall constitute an Umbrella Service for purposes of this Agreement.

Section 5.06 Costs and Disbursements.

(a)       CA Services Costs. Except as otherwise provided in this Agreement, the CA Services shall be provided to the Recipient in consideration for the quarterly payment of the annual Corporate Assessment. The Corporate Assessment shall be fixed at a price of $55 million annually until December 31, 2018. Thereafter, the Corporate Assessment shall be reduced to $27.5 million per year, and shall be prorated on a monthly basis for the applicable portion of such year that the CA Services have been provided. The obligation of ▇▇▇▇▇ ▇▇▇▇▇▇ to pay the Corporate Assessment shall terminate ninety (90) days following the Trigger Date. For the avoidance of doubt, (i) the Corporate Assessment shall not include (and the Recipient shall be liable for) costs and expenses incurred by the Recipient arising from its use of the services or the product thereof after the services are performed by the Provider to the same extent the Recipient had provided itself such service (e.g., the cost incurred by the Recipient to maintain and transact out of a bank account, after the bank account is opened by the Provider on behalf of the Recipient) including any reasonable third-party costs (in each case calculated without markup or margin) that arise in connection with the provision of an Administrative Service and is consistent, to the extent practicable and in compliance with Law, with the past practice of GE in providing such Administrative Service during the Baseline Period; provided that, prior to the Trigger Date, GE shall use its commercially reasonable efforts (such efforts not to include making any payments or accommodations) to obtain all consents and approvals from third-party vendors to ensure that BHGE continues to receive the GE Provided Services, and if any such approval or consent cannot be obtained, to secure an alternative arrangement reasonably satisfactory to BHGE and (ii) the Corporate Assessment shall be payable regardless of whether a PO is made.

(b)       Umbrella Services Costs. Except as otherwise provided in this Agreement, a Recipient of Umbrella Services shall pay to the Provider of such Umbrella Services a fee based on actual usage of each Umbrella Service by the Recipient and priced equal to the cost to the Provider of providing such Umbrella Service (calculated without markup or margin) but, in any event, consistent with past practices (and, if applicable, as reflected in the GE O&G Financial Statements); provided that any GE Provided Umbrella Services listed under the category “Engineering Services” under Schedule 2.01(b) will be provided at the applicable price set forth in Schedule 2.01(b) (each fee constituting an “Umbrella Service Charge” and,

collectively, “Umbrella Service Charges”); provided that if the Provider is required under applicable Law (including to avoid any applicable penalties) to charge any markup or margin in order to provide a Umbrella Service, a reasonably appropriate markup or margin shall be included in, and increase, the relevant Umbrella Service Charge solely to the extent necessary to comply with applicable Law. In the event a Party reasonably changes the pricing methodology for a particular Service, the other Party agrees that the associated Service Charge shall be adjusted consistent with the new methodology provided that such first Party is implementing the same change with respect to all of its businesses or divisions that utilize the Service.

(c)       R&D Services Costs. Subject to Section 3.01(e)(xiv), the ▇▇▇▇▇ ▇▇▇▇▇▇ Entities shall pay the fees, costs and expenses to GE Global Research for GE Provided R&D Services and the GE Entities shall pay the fees, costs and expenses to the ▇▇▇▇▇ ▇▇▇▇▇▇ Entities for ▇▇▇▇▇ ▇▇▇▇▇▇ Provided R&D Services (each individually, “R&D Fees”) as set forth in each Statement of Work. The payment of R&D Fees shall not be contingent on the payer’s satisfaction as to the results of any R&D Services. Without limiting the generality of Section 3.01(e), (i) GE Provided R&D Services shall be provided by GE Global Research at GE Global Research’s then-current then-effective rates that it generally charges to businesses of GE and its Affiliates, which may be adjusted from time to time consistent with past practices and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇ Provided R&D Services shall be provided at the then-current, then-effective rates that are generally charged to ▇▇▇▇▇ ▇▇▇▇▇▇ Entities or unincorporated business units thereof for such services, which may be adjusted from time to time consistent with past practice. The ▇▇▇▇▇ ▇▇▇▇▇▇ Entities and the GE Entities will bear all direct personnel costs (including salary, benefits, insurance, travel and lodging, etc.) associated with their own respective personnel involved with work undertaken under this Agreement.

(d)       Facility Costs. The ▇▇▇▇▇ ▇▇▇▇▇▇ Entities shall pay the actual costs and expenses to the GE Entities for GE Facilities and the GE Entities shall pay the actual costs and expenses to the ▇▇▇▇▇ ▇▇▇▇▇▇ Entities for ▇▇▇▇▇ ▇▇▇▇▇▇ Facilities (each individually, “Facility Costs”), consistent with the pricing methodology as charged immediately prior to the Closing; provided that if the Provider is required under applicable Law (including to avoid any applicable penalties) to charge any markup or margin in order to provide a Service, a reasonably appropriate markup or margin shall be included in, and increase, the relevant Facility Cost. Facility Costs shall be subject to annual increases consistent with actual increases in charges that (i) GE or ▇▇▇▇▇ ▇▇▇▇▇▇ is applying to other GE Entities or ▇▇▇▇▇ ▇▇▇▇▇▇ Entities in the same facility or (ii) are being applied by GE or ▇▇▇▇▇ ▇▇▇▇▇▇ to similar facilities across each of their businesses.

(e)       Collaboration Costs. Subject to Section 3.13(a)(vi), the ▇▇▇▇▇ ▇▇▇▇▇▇ Entities and the GE Entities shall pay the fees, costs and expenses owed by such parties under any applicable Collaboration Agreements (such fees, costs and expenses, “Collaboration Costs”), in each case in accordance with and subject to the terms of such Collaboration Agreements.

(f)       Additional ▇▇▇▇▇ ▇▇▇▇▇▇ Provided Services Costs. The Recipients of Additional ▇▇▇▇▇ ▇▇▇▇▇▇ Provided Services shall pay to the Provider of such Additional ▇▇▇▇▇ ▇▇▇▇▇▇ Provided Services the fees agreed upon for such Additional ▇▇▇▇▇ ▇▇▇▇▇▇ Provided Service in accordance with Section 2.06 (each fee constituting an “Additional Service Fee” and, collectively, “Additional Service Fees”).

(g)       Providers shall invoice Recipients using the intercompany billing system of GE and its Affiliates (which shall continue to be settled through such intercompany billing system for so long as the intercompany billing system is made available under this Agreement). To the extent there are any Additional Services for which no charging methodology has been identified, the Parties shall mutually agree on the applicable charges in advance. Providers shall invoice Recipients monthly in arrears, unless otherwise agreed in writing between the GE Services Manager and the ▇▇▇▇▇ ▇▇▇▇▇▇ Services Manager, for any Services provided by a Provider hereunder. All payments are due within thirty (30) calendar days of receipt of such invoices by wire transfer to the accounts specified on Schedule 5.06(g). To the extent consistent with past practice with respect to Services rendered outside the United States, payments may be required to be made in local currency. If the payer fails to pay such amount by the required date, the payer may be obligated to pay to the payee, in addition to the amount due, interest at an interest rate of 0.5% per month over the Interest Rate, compounded monthly, accruing from the date the payment was due through the date of actual payment. As soon as practicable after receipt of any reasonable written request by the payer, the payee shall provide the payer with data and documentation supporting the calculation of a particular Service Charge for the purpose of verifying the accuracy of such calculation.

Section 5.07 Readjustment of Services. Subject to the terms of this Agreement, in the event that (i) Umbrella Service Charges in respect of an Umbrella Service are prepaid by either Party for any period following the Closing and (ii) subsequent to such prepayment by such Party, both Parties reach an agreement for (x) the transfer to ▇▇▇▇▇ ▇▇▇▇▇▇ of certain GE employees (whose primary function was, prior to such transfer, performance of services substantially equivalent to such prepaid Umbrella Service then received by ▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to this Agreement), or (y) the planned scope of such prepaid Umbrella Service is reduced by GE or ▇▇▇▇▇ ▇▇▇▇▇▇, as applicable, due to a change in business requirements not reasonably foreseeable at the time such PO was initiated, subject to Section 9.01(b), GE shall reimburse to ▇▇▇▇▇ ▇▇▇▇▇▇, or ▇▇▇▇▇ ▇▇▇▇▇▇ shall reimburse to GE, as applicable, such portion of such prepayment equal to the pro-rated allocation of the Umbrella Service Charge for such Umbrella Service over the remaining days of the prepayment period in accordance with the allocation methodology mutually agreed by the Parties or as set forth on Schedule 2.01(b) or Schedule 2.02(b).

Section 5.08 No Right to Set-Off. The payer shall pay the full amount of Service Charges owed by it, and shall not set-off, counterclaim or otherwise withhold any amount owed to the payee under this Agreement on account of any obligation owed by the payee to the payer that has not been finally adjudicated, settled or otherwise agreed upon by the Parties in writing. For the avoidance of doubt, any amounts processed through the GE intercompany billing system as a net settlement shall not be deemed a set-off.

Section 5.09 Taxes.

(a)       Sales Tax or Other Transfer Taxes. Service Charges are exclusive of, and payer shall bear and timely pay, any and all sales, use, value-added, transfer and other similar Taxes (and any related interest and penalties) imposed on, or payable with respect to, any Service Charges payable by payer pursuant to this Agreement; provided that (i) to the extent such Taxes are required to be collected and remitted by the payee with respect to such Service Charges, the payer shall pay such Taxes to the payee upon receipt of an invoice from the payee, and (ii) for the avoidance of doubt, such Service Charges shall be inclusive of, and the payer shall not bear, any income and similar Taxes imposed on or payable by the payee.