Seller Companies shall provide: (i) the Wholesale Customers with the retail services that the Seller Companies were generally providing to the Wholesale Customers, and (ii) C&S with all the systems, support and administrative services that the Seller Companies were generally providing to the Wholesale Business, in each case, within the trailing twelve (12) months prior to the Closing Date (the "Trailing 12 Months"), set forth on Schedule 1(a) attached hereto (the "RWS Services").
In consideration of the RWS Services to be provided during the Initial Term to Wholesale Customers and C&S (but not New Customers), C&S shall pay [*].
Provided that C&S is not then in default under this Agreement beyond any applicable cure period, C&S shall have the option of renewing this Agreement with regard to the RWS Services and/or any Expanded RWS Services (or any portion thereof) for two (2) additional terms of one (1) year each (together, the "Renewal Periods," or, individually, a "Renewal Period").
Any New Customers (or C&S, with respect to such customer) shall not be entitled to receive any Expanded RWS Services from the Seller Companies that are beyond the level or scope of RWS Services generally available to the Wholesale Customers (or C&S, with respect to such customers) during the Trailing 12 Months.
The Seller Companies shall provide the RWS Services and any Expanded RWS Services for an initial term of three (3) years, which 3-year period shall commence as of the Closing Date (the "Initial Term").