Common use of Service Levels Clause in Contracts

Service Levels. Annex 1 to this Part A of this Call Off Schedule sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the Service Level Performance Criteria) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off Schedule. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the Service Period).

Service Levels. Annex 1 to this Part A of this Call Off Contract Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Contract Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleContract Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off ScheduleContract Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Contract Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off ScheduleContract Schedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.

Service Levels. Annex 1 to this Part A of this Call Off Schedule sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off Schedule. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 14.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”).

Service Levels. Annex 1 to this Part A of this Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleSchedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 16 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off ScheduleSchedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 17 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 17.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off ScheduleSchedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Call Off Schedule 6.

Service Levels. Annex 1 to this Part A of this Call Off Schedule sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off Schedule. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 14.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”).

Service Levels. Annex 1 to this Part A of this Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleSchedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off ScheduleSchedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off ScheduleSchedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Call Off Schedule 6.

Service Levels. Annex 1 to this Part A of this Call Off Schedule sets out the Service Levels The Supplier shall measure the performance of which each and every Service provided pursuant to this Contract using the Parties have agreed to measurePost Assignment Review template in Annex 1 (Part 2) or such other format as the Customer may require. The Supplier shall monitor its performance of report this Call Off Contract by reference to the relevant performance criteria for achieving Customer, within ten (10) days from the Service Levels shown in Annex 1 to this Part A completion of this Call Off Schedule the Services (or other agreed milestone). The Customer and Supplier shall review the Service Level Performance Criteria) outcomes of the PAR and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off Scheduleagree any arising actions. The Supplier shall, shall achieve: a performance score of at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance least 2 (Satisfactory) for every measurable criteria within Part 4 of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service PAR; Failure to occurachieve this measure will deem the entire Service as inadequate. SERVICE PERFORMANCE REVIEW As required by the Customer, the Supplier and Customer shall immediately notify review the performance against required Service Levels specified in the Letter of Appointment (including Appendices) and, where applicable, the outcomes of the PAR at a reasonable time to be agreed. These reviews shall, unless otherwise agreed: take place at such location and time (within normal business hours) as the Customer shall reasonably require unless otherwise agreed in writing advance be attended by the Supplier's Representative and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 of this Call Off Contract (Service Levels and Service Credits), may: require 's Representative be fully minuted by the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall unless otherwise agreed). The prepared minutes will be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable circulated by the Supplier to all attendees at the relevant meeting and also to the Customer's Representative and any other recipients agreed at the relevant meeting within five (5) Working Days from the meeting and will be agreed and signed by both the Supplier's Representative and the Customer's Representative within ten (10) Working Days from the date of the meeting. Annex 1 – PARt 2 POST ASSIGNMENT REVIEW TEMPLATE Part 1 – Assignment Details Name of Supplier Name of Customer Name of Project/Assignment Supplier Reference (if any) Customer Reference (if any) Date of completion of Service (or other milestone if applicable) Date PAR signed off Signed off for Supplier by Signed off for Customer by consultancyONE Lot used Part 2 – Post Assignment Review Scoring Each part of the Post Assignment Review (PAR) will be scored and the scores agreed between the Supplier and Customer. The scoring scheme below shall be used. Where no scores can be agreed, the overall Service shall be rated at the lowest score attributed by either the Customer in accordance or the Supplier. Score Meaning Explanation 0 Unsatisfactory No scoring criteria met 1 Poor Few scoring criteria met 2 Satisfactory Most scoring criteria met - satisfactory with the calculation formula set out in Annex 1 some weaknesses 3 Good All scoring criteria met - satisfactory with some strengths 4 Very Good All scoring criteria met & some examples of this best practice outcomes 5 Excellent All scoring criteria exceeded - all demonstrate best practice outcomes Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 of this Call Off Contract 3 – Overall PAR Summary Part 3 – Overall PAR Summary Minimum acceptable score Total Supplier Score Achieved (Critical Service Level Failurefrom Part 4) Maximum Supplier Score Available 95 38 Total Customer Score Achieved (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the from Part 5) Maximum Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Score Available 95 Total Combined Score() Achieved Total Combined Score Available 190 Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the Service Period).4 - The Supplier’s Performance

Service Levels. Annex 1 For pharmaceutical Products, ABDC will meet an adjusted fill rate service level of * each calendar month. The fill rate is the ratio between lines shipped and lines ordered (total lines not filled (adjusted as follows), divided by total lines ordered). The fill rate will be adjusted to this Part A reflect unavailable Product (manufacturer’s backorders or other unavailability without fault by ABDC, including common carrier delays), partial ships (50% or more), repeat orders within seventy-two (72) hours, Products not ordered by Customer during the prior [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. thirty (30) days or Customer’s per-week usage exceeds its per-week estimates by more than 120%, and Force Majeure events (as defined in Provisions Paragraph 9.1). ABDC’s computerized reports will be used to determine the actual level achieved. Customer will provide its best usage estimates on Products at least thirty (30) days prior to its first order of this Call Off Schedule sets out a Product (both new Products and Products that have not been ordered during the Service Levels prior 30 days) so that ABDC can maintain its service level commitment. Products must be purchased once per month to remain on the performance list of Products for which the Parties have agreed to measureservice level commitment applies. The Supplier shall monitor its performance Any Product not ordered in a given month can be reinstated on such list when Customer notifies ABDC it is resuming the ordering of this Call Off Contract such Product on a monthly basis. ABDC may offer a substitute for any Product that is not available for delivery, and if the substitute Product is accepted by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the Service Level Performance Criteria) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off Schedule. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is Customer’s reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failurediscretion, the Customer shall order will be entitled deemed filled. If ABDC’s adjusted service level for all Facilities does not meet such threshold, ABDC will pay to instruct each Facility for which the Supplier to comply with the Rectification Plan Process; or if service level was not met a Service Level Failure has occurredservice level penalty as follows, deduct from the Call Off Contract Charges the applicable Service Level Credits payable which amount will be paid as a credit by the Supplier to 30th of the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation next month and which payment will be Customer’s sole remedy for Critical Service Level Failure in accordance with Clause 13 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any meet the fill rate. * * of all Rx Products purchased by such Approval and/or implementation Facility during such month. * * of all Rx Products purchased by the Customersuch Facility during such month. SERVICE CREDITS Annex 1 to this Part A * * of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] all Rx Products purchased by such Facility during the Call Off Contract Period (the Service Period)such month.

Service Levels. Annex 1 to this Part A of this Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer Contracting Authority a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleSchedule 6. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer Contracting Authority in writing and the CustomerContracting Authority, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 13. of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer Contracting Authority and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer Contracting Authority shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer Contracting Authority in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off ScheduleSchedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 14. of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 14. of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer Contracting Authority of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the Service Period)Contracting Authority.

Service Levels. Annex 1 to this Part A of this Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleSchedule 6. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 13 of this Call Off Contract (Service Levels and Service CreditsLevels), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off ScheduleSchedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. NOT USED NOT USED ANNEX 1 TO PART A: SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a LEVELS TABLE Service Levels Service Credit payable to the Customer as a result of a for each Service Period Service Level Failure in Performance Criterion Key Indicator Service Level Performance Measure Service Level Threshold [Accurate and timely billing of Customer Accuracy /Timelines at least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the specified Service Level Performance Measure Access to Customer support Availability at least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the specified Service Level Performance Measure Complaints Handling Availability/Timelines At least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the specified Service Level Performance Measure Provision of specific Services Quality at least 98% at all times [ ] 2% Service Credit gained for each percentage under the specified Service Level Performance Measure Timely provision of the Services [** hours a given service period whichday, ** days a week.] Services Availability at least 98% at all times [ ] 2% Service Credit gained for each percentage under the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the specified Service Period).Level Performance Measure]

Service Levels. Annex 1 to this Part A of this This Clause 13. shall apply where the Customer has specified Service Levels in the Call Off Schedule sets out Order Form. Where the Customer has specified Service Levels the performance of which Levels, sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the Service Level Performance Criteria) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance also comply with the provisions of Part B A (Performance MonitoringService Levels) of this Call Off Schedule. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 of this Call Off Contract Schedule 6 (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 of this Call Off Contract in relation to Material BreachPerformance Monitoring). Approval and implementation by the Customer of any Rectification Plan The Supplier shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] at all times during the Call Off Contract Period (provide the Services to meet or exceed the Service PeriodLevel Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Call Off Schedule 6 (Service Levels and Performance Monitoring). Not used. Not used. Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. CRITICAL SERVICE LEVEL FAILURE This Clause 14. shall apply if the Customer has specified a Critical Service Level Failure in the Call Off Order Form. On the occurrence of a Critical Service Level Failure: Not used. the Customer shall (subject to the Service Credit Cap set out in Clause 36.(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

Service Levels. Annex 1 (a) RHSS shall use commercially reasonable efforts to provide, or cause to be provided, to NRZ Brokerage the brokerage services contemplated in this Part A of this Call Off Schedule sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the Service Level Performance Criteria) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved Agreement in accordance with the provisions Service Level Metrics specified in the Performance Scorecard, attached as Exhibit 7 hereto. Except for the assertion of Part B (Performance Monitoringany claim based on fraud or willful misconduct, the remedies provided in Section 19(a)(vii) of this Call Off ScheduleAgreement shall be the sole and exclusive legal remedy of NRZ Brokerage with respect to any failure of RHSS to satisfy any Service Level Metrics pursuant to this Section 20. The Supplier shall, at all times, NRZ Brokerage acknowledges and agrees that RHSS may be providing services similar to the brokerage services provided hereunder and/or services that involve the same resources as those used to provide the Services in such a manner brokerage services hereunder to its and its Affiliates’ business units and other third parties. (b) It is the intention of the Parties that the Service Levels Performance Measures are achievedLevel Metrics be commercially reasonable. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the CustomerIn addition, in its absolute discretion and without prejudice to connection with any other evaluation of its rights howsoever arising including under Clause 12 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer RHSS’s performance in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurredMetrics, exercise its right the Parties will discuss taking into consideration any negative impact of material externalities outside of the control of RHSS and that have a material impact on RHSS’s ability to Compensation for Critical Service Level Failure provide the services with respect to the Covered Portfolios, and the Parties will discuss whether such material externalities will result in a change in the evaluation of RHSS’s performance in accordance with Clause 13 of this Call Off Contract (Critical the Service Level Failure) (including subjectMetrics; provided, for however, if the avoidance Parties disagree on about whether or to what extent material externalities should result in a change in the evaluation of doubtRHSS’s performance, the proviso Parties shall submit to the dispute resolution process set forth in Clause 13.1.2 of this Call Off Contract in relation to Material Breach). Approval Section 21 hereof and implementation by the Customer of any Rectification Plan provided that during such dispute resolution process, NRZ Brokerage shall not relieve the Supplier of be permitted to terminate this Agreement pursuant to Section 19(a)(vii) based on RHSS’s failure to meet any continuing responsibility -37- applicable performance thresholds with respect to achieve the Service Levels, or remedy Level Metrics that are then the subject of the dispute resolution process. (c) If the Quarterly Performance Score for any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure Metric contained in the Performance Scorecard falls below the midpoint of (a) the trigger threshold value of such metric and (b) the average quarterly value of such Service Level Metric that RHSS has achieved over the period from July 1, 2016 through June 30, 2017, RHSS shall notify NRZ Brokerage in writing of such drop and shall provide a given service period which, detailed action plan for addressing decline in performance as well as monthly updates on the purpose progress of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the Service Period)action plan. 21.

Service Levels. Annex 1 to this Part A of this Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleSchedule 6. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 13. of this Call Off Contract (Service Levels and Service CreditsLevels), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off ScheduleSchedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 14. of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. NOT USED NOT USED ANNEX 1 TO PART A: SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a LEVELS TABLE Service Levels Service Credit payable to the Customer as a result of a for each Service Period Service Level Failure in Performance Criterion Key Indicator Service Level Performance Measure Service Level Threshold [Accurate and timely billing of Customer Accuracy /Timelines at least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the specified Service Level Performance Measure Access to Customer support Availability at least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the specified Service Level Performance Measure Complaints Handling Availability/Timelines At least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the specified Service Level Performance Measure Provision of specific Services Quality at least 98% at all times [ ] 2% Service Credit gained for each percentage under the specified Service Level Performance Measure Timely provision of the Services [** hours a given service period whichday, ** days a week.] Services Availability at least 98% at all times [ ] 2% Service Credit gained for each percentage under the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the specified Service Period).Level Performance Measure]

Service Levels. Annex 1 to this Part A of this Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleSchedule 6. The Supplier shall, at all times, provide the Products and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Products and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 15 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off ScheduleSchedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 16 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 16.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off ScheduleSchedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Products and/or Servicesand do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Call Off Schedule 6.

Service Levels. Annex 1 to this Part A of this This Clause 13 shall apply where the Customer has specified Service Levels in the Call Off Schedule sets out Order Form. Where the Customer has specified Service Levels the performance of which Levels, sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the Service Level Performance Criteria) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance also comply with the provisions of Part B A (Performance MonitoringService Levels) of this Call Off Schedule. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 of this Call Off Contract Schedule 6 (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 of this Call Off Contract in relation to Material BreachPerformance Monitoring). Approval and implementation by the Customer of any Rectification Plan The Supplier shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] at all times during the Call Off Contract Period (provide the Services to meet or exceed the Service PeriodLevel Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Call Off Schedule 6 (Service Levels and Performance Monitoring). Not used. Not used. Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. CRITICAL SERVICE LEVEL FAILURE This Clause 14 shall apply if the Customer has specified a Critical Service Level Failure in the Call Off Order Form. On the occurrence of a Critical Service Level Failure: Not used. the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

Service Levels. Annex 1 For pharmaceutical Products, ABDC will meet an adjusted fill rate service level of * each calendar month. The fill rate is the ratio between lines shipped and lines ordered (total lines not filled (adjusted as follows), divided by total lines ordered). The fill rate will be adjusted to this Part A reflect unavailable Product (manufacturer’s backorders or other unavailability without fault by ABDC, including common carrier delays), partial ships ( *), repeat orders within *, Products not ordered by Customer during the prior * days or Customer’s per-week usage exceeds its per-week estimates by more than *, and Force Majeure events (as defined in Provisions Paragraph 9.1). ABDC’s computerized reports will be used to determine the actual level achieved. Customer will provide its best usage estimates on Products at least * prior to its first order of this Call Off Schedule sets out a Product (both new Products and Products that have not been ordered during the Service Levels prior *) so that ABDC can maintain its service level commitment. Products must be purchased once per month to remain on the performance list of Products for which the Parties have agreed to measureservice level commitment applies. The Supplier shall monitor its performance Any Product not ordered in a given month can be reinstated on such list when Customer notifies ABDC it is resuming the ordering of this Call Off Contract such Product on a monthly basis. ABDC may offer a substitute for any Product that is not available for delivery, and if the substitute Product is accepted by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the Service Level Performance Criteria) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off Schedule. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is Customer’s reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failurediscretion, the Customer shall order will be entitled deemed filled. If ABDC’s adjusted service level for all Facilities does not meet such threshold, ABDC will pay to instruct each Facility for which the Supplier to comply with the Rectification Plan Process; or if service level was not met a Service Level Failure has occurredservice level penalty as follows, deduct from the Call Off Contract Charges the applicable Service Level Credits payable which amount will be paid as a credit by the Supplier to 30th of the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation next month and which payment will be Customer’s sole remedy for Critical Service Level Failure in accordance with Clause 13 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any meet the fill rate. * *. * * of all Rx Products purchased by such Approval and/or implementation Facility during such month. * * of all Rx Products purchased by the Customersuch Facility during such month. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month*] during the Call Off Contract Period (the Service Period)CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Service Levels. Annex 1 to this Part A of this Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleSchedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 15 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off ScheduleSchedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 16 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 16.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off ScheduleSchedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Call Off Schedule 6.

Service Levels. Annex 1 to this Part A of this Call Off Schedule sets out Power If a cabinet containing functioning equipment (“Loaded Cabinet”) in Customer’s Licensed Spaces is powered by two (2) circuits from different power busses and both circuits experience a simultaneous interruption in electrical power, such that the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference Loaded Cabinet experiences an interruption in power (a “Power Outage”) then, subject to the relevant performance criteria for achieving exceptions, conditions and notifications below, Customer will be entitled to a credit under the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the Service Level Performance Criteria) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off Schedule. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. following circumstances: • If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occurPower Outage lasts longer than fifteen (15) consecutive minutes, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct a credit equal to 1/30 of the Supplier to comply with monthly recurring fee for that Loaded Cabinet (including 1/30 of the Rectification Plan Process; or if a Service Level Failure has monthly power fee and monthly cross-connect fee for that Loaded Cabinet) for the month following the month in which the Power Outage occurred, deduct from or, • If the Call Off Contract Charges Power Outage lasts for one (1) continuous hour or longer, Customer shall instead be entitled to a credit equal to 7/30 of the applicable Service Level Credits payable by monthly recurring fee for that Loaded Cabinet for the Supplier to month following the Customer month in accordance with which the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurredPower Outage occured: provided, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 of this Call Off Contract (Critical Service Level Failure) (including subjecthowever, that, notwithstanding the foregoing, for each of Customer’s Loaded Cabinet(s), in no event shall the maximum credit (i.e., the aggregate amount of the credits) to which Customer shall be entitled in any given calendar month exceed 7/30 of the monthly recurring fee for that Loaded Cabinet for the month in which the credit(s) will be applied (which is the month following the month in which the Power Outage(s) occurred). For the avoidance of doubt, Customer shall not be entitled to a credit for any portion of the proviso fees for the month in Clause 13.1.2 which the Power Outage(s) occurred. IBX Facility Access If any Authorized Person of Customer, who has scheduled an appointment at least twenty-four (24) hours in advance and who is a registered user of the biometric hand reader security system in the IBX in question (a “Registered, Advance Noticed, Authorized Person”), is denied access to Customer’s cage (a “Denial of Access”), then subject to the exceptions, conditions and notifications below, Customer wll be entitled to a credit under the following circumstances: • If the Denial of Access lasts for more than fifteen (15) consecutive minutes after Customer’s Registered, Advance Noticed, Authorized Person is cleared by the IBX Center security officer, Customer shall be entitled to a credit equal to 1/30 of the monthly recurring fee for the Access-Denied Loaded Cabinet(s) (defined below) for the month following the month in which the Denial of Access occurred, or • If the Denial of Access lasts for more than one (1) continuous hour after Customer’s Registered, Advance Noticed, Authorized Person is cleared by the IBX Center security officer, Customer shall be entitled to a credit equal to 7/30 of the monthly recurring fee for the Access-Denied Loaded Cabinet(s) (defined below) for the month following the month in which the Denial of Access occurred: provided, however, that notwithstanding the foregoing, for each of Customer’s Access-Denied Loaded Cabinet(s), in no event shall the maximum credit (i.e., the aggregate amount of the credits) to which Customer shall be entitled in any given calendar month exceed 7/30 of the monthly recurring fee for that Loaded Cabinet for the month in which the credit(s) will be applied (which is the month following the month in which the Denial(s) of Access occurred for that Loaded Cabinet). For the avoidance of doubt, Customer shall not be entitled to a credit for any portion of the fees for the month in which the Denial(s) of Access occurred. For purposes of this Call Off Contract Attachment B, the Access-Denied Loaded Cabinet(s) for any given calendar month are those Loaded Cabinet(s) of Customer in relation the cage to Material Breach)which there are Denial(s) of Access for such calendar month. Approval Heating, Ventilation and implementation by Air Conditioning (“HVAC”) For purposes of this Attachment B, the Customer of temperature and humidity within any Rectification Plan shall not relieve cage is measured between three (3) and five (5) feet from the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, floor and no estoppels or waiver shall arise closer than twelve (12) inches from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result cool air intake side of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the Service Period)cabinet.

Service Levels. Annex 1 The following tables define the metrics and Service Levels which will be used to this Part measure Contractor performance. Proprietary & Confidential 2 (8) Bechtel Communications & TerreStar Networks Exhibit E Service Level Agreement Service Metric Service Level Qualifications SLA 1. Total Number of SCIP Submission Milestones reached by Contractor A metric targeting the timeliness of Contractor performance relative to providing to Company complete SCIPs. For purposes of this Call Off Schedule sets out metric, completion of the Service Levels SCIP Submission Milestone is defined as Contractor’s submittal to Company of the performance completed SCIPs as set forth in Section 3.3.1 of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference Exhibit C to the relevant performance criteria for achieving Agreement. Contractor will guarantee that, by the Service Levels shown end of each Measurement Period, at least [***] percent ([***]%) of the total number of SCIP Submission Milestones required during such Measurement Period are reached, as set forth in Annex 1 to this Part A of this Call Off Schedule the then current Throughput Model (the Service Level Performance Criteria“Throughput Model”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B under “Search Ring SCIP Submission Milestone.” If less than [***] percent (Performance Monitoring[***]%) of this Call Off Schedule. The Supplier shallSCIP Submission Milestones are reached in each of two consecutive quarters, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achievedthen an Event of Release from Exclusivity shall be deemed to have occurred. If the level less than [***] percent ([***]%) of performance SCIP Milestones are reached in each of the Supplier two consecutive quarters, then an Event of any element of the provision by it of the Services during the Call Off Contract Period: Termination for Good Cause shall be deemed to have occurred. If a Ring contains a Site which Contractor believes is likely to or fails be a primary candidate, yet confirmation of the Site’s availability and suitability will be materially delayed, AND such delay results in a material change to meet any Service Level Performance Measure or is likely the Throughput Model then, subject to cause or causes a Critical Service Failure to occurCompany’s prior written approval, which shall not be unreasonably withheld, and after written request from Contractor, the Supplier shall immediately notify Ring will be designated as a “Difficult Ring” and will not be counted toward this SLA calculation. Events resulting in a Difficult Ring may include, as applicable, unusual jurisdictional or landlord related issues, the Customer occurrence of events set forth in writing and Section 23 of the CustomerAgreement or changes in the assumptions set forth in Section 4 below to this Exhibit E. Following written request from Contractor to designate a Ring as a “Difficult Ring”, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph Company will either (a) above has not already prevented or remedied the accept a reduced Service Level Failure for the Measurement Period in which the Difficult Ring has been identified, (b) request Contractor to revise the Throughput Model solely to reflect reasonably required adjustments for the affected Measurement Period(s) and then measure Contractor’s performance based on the revised Throughput Model, or Critical (c) both of the activities in clause (a) and (b). All such revisions shall be subject to Company’s prior written approval, which shall not be unreasonably withheld. Proprietary & Confidential 3 (8) Bechtel Communications & TerreStar Networks Exhibit E Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the Service Period).Agreement

Service Levels. Annex 1 to this Part A of this Call Off Schedule sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off Schedule. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 14. of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 15. of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 15.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the Service Period).

Service Levels. Annex 1 to this Part A of this This Clause 16 shall apply where the Customer has specified Service Levels in the Call Off Schedule sets out Order Form. Where the Customer has specified Service Levels the performance of which only sub-clauses 16.2, 16.3 and 16.7 shall apply. When this Clause 16.2 applies, the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the Service Level Performance Criteria) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance also comply with the provisions of Part B A (Performance MonitoringService Levels) of this Call Off Schedule. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 of this Call Off Contract Schedule 6 (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 of this Call Off Contract in relation to Material BreachPerformance Monitoring). Approval and implementation by the Customer of any Rectification Plan The Supplier shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] at all times during the Call Off Contract Period (provide the Goods and the delivery of purchased Goods to meet or exceed the Service PeriodLevel Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Call Off Schedule 6 (Service Levels and Performance Monitoring).. NOT USED NOT USED Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and NOT USED CRITICAL SERVICE LEVEL FAILURE This Clause 17 shall apply if the Customer has specified Critical Service Level Failure in the Call Off Order Form. On the occurrence of a Critical Service Level Failure: NOT USED the Customer shall (subject to Clause 48.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 17.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 17.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 17.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges. BUSINESS CONTINUITY AND DISASTER RECOVERY – NOT USED

Service Levels. Annex 1 to this Part A of this Call Call-Off Schedule sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Call-Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Call-Off Schedule (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Call-Off Schedule. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Call-Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 10 of this Call Call-Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Call-Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Call-Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 11 of this Call Call-Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 11.1.2 of this Call Call-Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Call-Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Call-Off Schedule, shall be a recurrent period of [one Month] during the Call Call-Off Contract Period (the “Service Period”).

Service Levels. Annex 1 to this Part A of this Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleSchedule 6. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off ScheduleSchedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off ScheduleSchedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Call Off Schedule 6.

Service Levels. Annex 1 (a) RHSS shall use commercially reasonable efforts to provide, or cause to be provided, to NRZ Brokerage the brokerage services contemplated in this Part A of this Call Off Schedule sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the Service Level Performance Criteria) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved Agreement in accordance with the provisions Service Level Metrics specified in the Performance Scorecard, attached as Exhibit 7 hereto. Except for the assertion of Part B (Performance Monitoringany claim based on fraud or willful misconduct, the remedies provided in Section 19(a)(vii) of this Call Off ScheduleAgreement shall be the sole and exclusive legal remedy of NRZ Brokerage with respect to any failure of RHSS to satisfy any Service Level Metrics pursuant to this Section 20. The Supplier shall, at all times, NRZ Brokerage acknowledges and agrees that RHSS may be providing services similar to the brokerage services provided hereunder and/or services that involve the same resources as those used to provide the Services in such a manner brokerage services hereunder to its and its Affiliates’ business units and other third parties. -35- (b) It is the intention of the Parties that the Service Levels Performance Measures are achievedLevel Metrics be commercially reasonable. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the CustomerIn addition, in its absolute discretion and without prejudice to connection with any other evaluation of its rights howsoever arising including under Clause 12 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer RHSS’s performance in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurredMetrics, exercise its right the Parties will discuss taking into consideration any negative impact of material externalities outside of the control of RHSS and that have a material impact on RHSS’s ability to Compensation for Critical Service Level Failure provide the services with respect to the Covered Portfolios, and the Parties will discuss whether such material externalities will result in a change in the evaluation of RHSS’s performance in accordance with Clause 13 of this Call Off Contract (Critical the Service Level Failure) (including subjectMetrics; provided, for however, if the avoidance Parties disagree on about whether or to what extent material externalities should result in a change in the evaluation of doubtRHSS’s performance, the proviso Parties shall submit to the dispute resolution process set forth in Clause 13.1.2 of this Call Off Contract in relation to Material Breach). Approval Section 21 hereof and implementation by the Customer of any Rectification Plan provided that during such dispute resolution process, NRZ Brokerage shall not relieve the Supplier of be permitted to terminate this Agreement pursuant to Section 19(a)(vii) based on RHSS’s failure to meet any continuing responsibility applicable performance thresholds with respect to achieve the Service Levels, or remedy Level Metrics that are then the subject of the dispute resolution process. (c) If the Quarterly Performance Score for any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure Metric contained in the Performance Scorecard falls below the midpoint of (a) the trigger threshold value of such metric and (b) the average quarterly value of such Service Level Metric that RHSS has achieved over the period from July 1, 2016 through June 30, 2017, RHSS shall notify NRZ Brokerage in writing of such drop and shall provide a given service period which, detailed action plan for addressing decline in performance as well as monthly updates on the purpose progress of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the Service Period)action plan. 21.

Service Levels. Annex 1 to this Part A of this Call Off Schedule sets out The Contractor shall ensure that during the Service Levels Term: the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the Service Level Performance Criteria) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved Services are provided in accordance with the provisions Service Levels; and the Managed Service will be Available as determined in accordance with the Statement of Part B (Performance Monitoring) Work. In the event of this Call Off Schedule. The Supplier a breach of Clause 4.1, the Contractor shall, at the request of the Purchaser and without prejudice to the Purchaser's other rights and remedies, arrange all timessuch additional resources as are reasonably necessary to correct the said failure as early as practicable thereafter. Purchaser shall permit the Contractor such access to such parts of the Managed Service as are hosted at any Premises as is reasonably required for the Contractor to comply with its obligations under Clauses 4.1 and 4.2, provide provided that any access to the Services in such a manner that Managed Service during Purchaser's normal business hours shall be subject to the Purchaser's prior consent. Service Levels Performance Measures are achieved. Credits If the level of performance of Contractor has breached Clause 4.1 then the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occurContractor shall, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other rights and remedies of its rights howsoever arising the Purchaser pay Purchaser the Service Credits accruing in respect of that breach. No later than ten (10) Business Days after the end of each Service Reporting Period ending during the Service Term the Contractor shall prepare and deliver to the Purchaser a report (in this Clause 5 each a "Service Level Report") by email or through a browser portal or other means reasonably acceptable to the Purchaser setting out: details of compliance with the Service Levels in that Service Reporting Period (including details of the reason for any non-compliance); a calculation of the Service Credits accruing in that Service Reporting Period; and details of all Faults reported to the Contractor during that Service Reporting Period. Sums payable under this Clause 5 shall become due thirty (30) days after the issue of the relevant Service Level Report under Clause 12 5.2. All sums falling due under this Clause 5 that have not previously been set-off against an invoice raised by the Contractor under this Contract (in this Clause 5.3 the "Unrecouped Service Credits") shall be set off against and shown as a deduction of the amount payable (before calculation of Value Added Tax) in the next invoice raised by the Contractor under this Contract (provided that the amount due under that invoice as a result of the deduction of Unrecouped Service Credits shall not be less than zero). After the date of termination or expiry of this Call Off Contract Purchaser may invoice the Contractor for an amount equal to any the then current Unrecouped Service Credits plus VAT (Service Levels if applicable). The Contractor will pay that invoice in cleared funds no later than thirty (30) days after its receipt of it (such date being the relevant due date for payment for the purpose of Clause 5.9 (Payment) of the Conditions Implementation Plan The Contractor shall perform its obligations under this Contract on or before the relevant dates set out in the Implementation Plan, and Service Creditsotherwise in compliance with the Implementation Plan. If the Contractor fails to fulfil an obligation incumbent upon it under this Contract by the relevant date specified in the then current Implementation Plan, then the Contractor shall arrange all such additional resources as are necessary to fulfil the said obligation as soon as practicable thereafter at no additional charge to the Purchaser. If: in accordance with the Implementation Plan as a direct consequence of a failure by the Purchaser (or a third party supplier to the Purchaser) to perform a Purchaser Responsibility on or before the relevant date set out in the Implementation Plan (other than to the extent caused by a preceding breach of this Contract by the Contractor) (in this Clause 6.3 each a "Purchaser Delay Event"); and the Contractor has promptly served a written notice on Purchaser setting out details of that Purchaser Delay Event and referring to this Clause 6.3, maythen: require the Supplier to immediately take Parties shall use all remedial action that is reasonable endeavours to mitigate the impact on the Customer of such delay and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurringrecover any resultant delay; and if the action taken under paragraph Parties shall agree (asuch agreement not to be unreasonably withheld or delayed by either Party) above has not already a reasonable extension of any subsequent dates set out in the Implementation Plan that are directly impacted by the Purchaser Delay Event, such extension having regard to the delay caused by the Purchaser Delay Event, the related dependencies set out in the Implementation Plan, and the consequences of any delay upon Purchaser. If the Contractor is prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct delayed from the Call Off carrying out its obligations under this Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula Implementation Plan by reason of any event of Force Majeure then provided the Contractor has complied with the provisions of Clause 24 (Force Majeure) of the Conditions : the Parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay; and the Parties shall agree (such agreement not to be unreasonably withheld or delayed by either Party) a reasonable extension of any subsequent dates set out in Annex 1 the Implementation Plan that are directly impacted by the event of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurredForce Majeure, exercise its right such extension having regard to Compensation for Critical Service Level Failure in accordance with Clause 13 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubtdelay caused by the Force Majeure Event, the proviso related dependencies set out in the Implementation Plan and the consequences of any delay upon Purchaser. In the event that the Parties cannot agree an amendment to the Implementation Plan pursuant to Clauses 6.3 or 6.4 then the provisions of Clause 13.1.2 32 (Dispute Resolution Procedure) of this Call Off Contract the Conditions shall apply. Implementation Environment In performing the Services at the Premises or in relation to Material Breach)any Purchaser Property the Contractor shall at all times: comply with all Law; leave any Premises and Purchaser Property clean and in a safe and workmanlike condition to the Purchaser's reasonable satisfaction. Approval and implementation If the Services include the installation or commissioning of all or part of the Managed Service at a Premises or upon any Purchaser Property then, following such installation or commissioning, the Contractor shall reinstate the Premises or Purchaser Property to the condition prevailing at the date on which such installation commenced, subject to any changes undertaken by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, Contractor and no estoppels or waiver shall arise from any such Approval and/or implementation agreed by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, Purchaser for the purpose installation or commissioning of the Managed Service (including those changes that the Contractor is obliged to implement under this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the Service PeriodContract).

Service Levels. Annex 1 to this Part A of this Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleSchedule 6. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 18. of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off ScheduleSchedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 19. of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 19.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off ScheduleSchedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Call Off Schedule 6.

Service Levels. Annex 1 During the Consolidation Period, the Supplier will use its best efforts (but will not be liable for any failure) to this Part A of this Call Off Schedule sets out meet or exceed the Service Levels Levels. At the performance end of which the Consolidation Period, the Supplier will provide the Customer with a report setting out how the Managed Services are operating under the provisions of the Supply Contract. Within 14 days of the end of the Consolidation Period, the Parties have agreed must meet and formally review the Managed Services and consider any changes that may be needed to measuremeet the Customers’ ongoing requirements. The Any changes will be implemented via a Change Request and the procedures in Schedule 8 (Supply Contract Variation Procedures) will apply. From the day after the Consolidation Period, the Supplier shall monitor must meet or exceed the Service Levels, subject to any: Event; act or omission of the Customer or its performance Personnel; act or omission of this Call Off Contract by reference any person who is identified in the Purchase Order as being organised by, or under the direction of, the Customer; or exception set out in clause 14 of these Services Terms, provided that in the case of clause 17.10(c)(ii) or (iii), the Supplier will not be relieved of a failure to meet the relevant performance criteria for achieving Service Level unless, having become aware that such events will cause a failure to meet the applicable Service Levels shown in Annex 1 Level, or where it ought reasonably have become so aware, it has first given the Customer notice of the relevant act or omission and given the Customer the opportunity to this Part A rectify the relevant issue within 2 Business Days of this Call Off Schedule (notification, and the Customer has failed to do so within such period. Without limiting its obligations under the Service Level Performance Criteria) and shall send Agreement, the Supplier will, to the extent required by the Supply Contract: consult as necessary with the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off Schedule. The Supplier shall, at all times, order to provide the Customer with such information relevant to the Managed Services in such a manner that as the Service Levels Performance Measures are achieved. If Customer reasonably requires concerning the level of current and anticipated future performance of the Supplier of any element of the provision Managed Services; cooperate with all procedures reasonably implemented by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing relation to the Managed Services; and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on implement such recommendations as may be reasonably made by the Customer and in order to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if ensure the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier Managed Services continue to comply with the Rectification Plan Process; or if requirements of the Supply Contract. If, at any time between the end of the Consolidation Period and the beginning of any Transition Out Services, the Supplier fails to meet a Service Level Failure has occurredin a material way, deduct from it will promptly: investigate the Call Off Contract Charges underlying cause of the applicable Service Level Credits payable by the Supplier failure; prepare and supply to the Customer a report on the failure; take whatever action is reasonably necessary to minimise the impact of the failure; correct the failure as soon as practicable; and keep the Customer advised as to the progress being made in accordance with rectifying any circumstances which caused the calculation formula failure. Where a Service Level is not met by reason of the Supplier’s failure to meet its obligations under the Supply Contract, the reports and work provided under clause 17.10(e) of these Services Terms will be completed at no cost to the Customer. In all other cases the Customer must pay the Supplier’s reasonable costs at its time and materials rates (calculated using the rates set out in Annex 1 of this Part A of this Call Off Schedule; the Supply Contract, or if a Critical Service Level Failure has occurrednone are stated, exercise its right to Compensation at the Supplier’s then current rates for Critical Service Level Failure in accordance with Clause 13 of this Call Off Contract (Critical Service Level Failure) (including subjectgovernment), for the avoidance of doubt, the proviso in Clause 13.1.2 of this Call Off Contract in relation to Material Breach). Approval such reports and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the Service Period)work.

Service Levels. Annex 1 to this Part A of this Call Off Contract Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Contract Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleContract Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 16 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off ScheduleContract Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 17 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 17.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Contract Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off ScheduleContract Schedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.

Service Levels. Annex 1 The Service Levels for * includes Server Performance and Provisioning, and are set forth below. Failure to this Part A meet any of this Call Off Schedule sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier set forth below shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the Service Level Performance Criteria) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off Schedule. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent be a Service Level Failure or Critical Default. Service Levels Definition Floor Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Expected Service Level Failure or Critical Window Service Level FailureType as of Effective Date * Clustered Server Availability Aggregate Average availability of the production Clustered * servers. * * Monthly * * Server Availability Aggregate Average availability of the production * servers. * * Monthly * Reconfigure an existing server to meet development needs Reconfiguration of development servers per a documented, approved request. This service level will not be promoted to a critical service level without the Customer shall mutual agreement of the Parties. * * Monthly * Provision a new server once the hardware is available Provisioning a new development server per a documented, approved request. This service level will not be entitled promoted to instruct a critical service level without the Supplier to comply mutual agreement of the Parties. * * Monthly * * Certain information on this page has been omitted and filed separately with the Rectification Plan Process; or if a Commission. Confidential treatment has been requested with respect to the omitted portions. Exhibit B.1 Gap/IBM Confidential and Proprietary Information B - 15 Service Levels Definition Floor Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Expected Service Level Credits payable by Window Service Level Type as of Effective Date Provision a new LPAR/domain in an existing server Provisioning a new LPAR/domain per a documented, approved request. This service level will not be promoted to a critical service level without the Supplier mutual agreement of the Parties. * * Monthly * Provision additional one (1) TB of storage once hardware is available Provisioning an additional one (1) TB of storage per a documented, approved request. This service level will not be promoted to a critical service level without the mutual agreement of the Parties. * * Monthly * * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 of this Call Off Contract in relation to Material Breach)omitted portions. Approval Exhibit B.1 Gap/IBM Confidential and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the Service Period).Proprietary Information B - 16

Service Levels. Annex 1 to this Part A of this Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleSchedule 6. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 13 of this Call Off Contract (Service Levels and Service CreditsLevels), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off ScheduleSchedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 Error: Reference source not found of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 Error: Reference source not found of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. NOT USED NOT USED ANNEX 1 TO PART A: SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a LEVELS TABLE Service Levels Service Credit payable to the Customer as a result of a for each Service Period Service Level Failure in Performance Criterion Key Indicator Service Level Performance Measure Service Level Threshold [Accurate and timely billing of Customer Accuracy /Timelines at least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the specified Service Level Performance Measure Access to Customer support Availability at least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the specified Service Level Performance Measure Complaints Handling Availability/Timelines At least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the specified Service Level Performance Measure Provision of specific Services Quality at least 98% at all times [ ] 2% Service Credit gained for each percentage under the specified Service Level Performance Measure Timely provision of the Services [** hours a given service period whichday, ** days a week.] Services Availability at least 98% at all times [ ] 2% Service Credit gained for each percentage under the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the specified Service Period).Level Performance Measure]

Service Levels. Annex 1 to this Part A of this Call Off Schedule sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off Schedule. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 11 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 12 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 12.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”).

Service Levels. Annex 1 SERVICE LEVEL AGREEMENT Storage Service Availability The Contractor shall ensure that the Storage Services are available at least 99.9% of the time (the “Uptime Service Availability”). The measurement of the Uptime Service Availability shall be undertaken in accordance with paragraph 1.2 below, but shall exclude: unavailability arising from Customer or third party negligence or default or outages or disruptions (including but not limited to this Part A the failure of third party telecommunications networks but excluding any failure of any of the Contractor's subcontractors, agents or employees which are engaged in the provision of the Services); maintenance that is announced at least 10 Business Days in advance, and that does not exceed 60 minutes in any calendar month (“Scheduled Maintenance”); or outages or disruptions to the extent caused by a Force Majeure Event. Uptime Service Availability measurement All measurements are performed at 5-minute intervals and measure the availability of the Storage Services within 30 seconds. Uptime Service Availability measurement shall be carried out by the Contractor beginning on the first day of the first calendar month of this Call Off Schedule sets out Contract and each subsequent calendar month and is based on the Service Levels monthly average percentage availability, calculated at the performance end of which each calendar month as the Parties have agreed to measuretotal actual uptime minutes divided by total possible uptime minutes in the month. The Supplier Contractor shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the Service Level Performance Criteria) keep and shall send to the Customer on request full records of its availability measurement activities under the Contract. Unavailability or disruptions that fall within the scope of the exclusions listed in paragraph 1.1 above shall be excluded from these calculations and do not contribute towards unavailability for these purposes. Data Retrieval Latency The Contractor will ensure that the time to begin transferring a Performance Monitoring Report detailing file from the level Storage Services to the Customer’s network ("Latency") does not exceed 5 minutes from the time the request is received at one of service the Contractor’s Data Centres (the “Latency Service Level”). Latency Service Level measurement shall exclude disruptions or delays to which was achieved any of the exclusions in accordance with paragraph 1.1 above (“Storage Service Availability”) apply and shall be carried out by the provisions Contractor beginning on the first day of Part B (Performance Monitoring) the first calendar month of this Call Off ScheduleContract and each subsequent calendar month and is based on the monthly average Latency, calculated at the end of each calendar month. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely Contractor shall keep and shall send to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, on request, full records of its Latency measurement activities under the Contract. Appendix 4 Service Credits Service Credits If availability falls below the Uptime Service Availability in its absolute discretion a given calendar month the Contractor shall credit the Customer's account by an amount as follows (percentage of the monthly Pay-As-You-Go rate for the total Archive Data stored, adjusted for volume and commitment): Measured Uptime Service Credit Amount 100% - 99.9% 0% 99.89% - 99.5% 10% 99.49% - 99.0% 25% 98.99% - 98.0% 40% 97.99% - 97.5% 55% 97.49% - 97.0% 70% 96.99% - 96.5% 85% Less than 96.5% 100% In the event that the Contractor fails to achieve a 99.9% Uptime Service Availability level in three successive monthly periods the Customer may within one month of the end of the third successive monthly period terminate the Contract upon 7 days written notice to the Contractor. The remedies available to the Customer set out in this paragraph 1 are without prejudice to any other rights or remedies of its rights howsoever arising including under Clause 12 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify arising under this Contract or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failureotherwise, provided that the Customer shall only be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable claim damages suffered by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a the Contractor's failure to achieve the 99.9% Uptime Service Availability where the Customer has terminated the Contract in accordance with paragraph 1.2 above or in accordance with Clauses 14.2.1 or 14.2.2 of the Contract and in any event such damages will be subject to the limit of liability in Clause 12. For the avoidance of doubt, this shall not impact on or restrict in any way the Customer's ability to recover damages for any other breach of the Contractor's obligations in this Contract nor the Customer's ability to recover pursuant to the indemnities in this Contract.. If the average Latency exceeds the Latency Service Level Failure in a given service period which, calendar month the Contractor shall credit the Customer's account by an amount as follows (percentage of the monthly Pay-As-You-Go rate for the purpose total Archive Data stored, adjusted for volume and commitment): Measured Latency Credit Amount 5 minutes 0% 5 – 6 minutes 10% 6 – 8 minutes 25% 8 – 10 minutes 50% 10 - 60 minutes 75% Greater than 60 minutes Service considered unavailable If the Measured Latency is greater than 60 minutes then the Storage Service is considered unavailable and the provisions of paragraphs 1.1 to 1.3 of this Call Off Schedule, Appendix 4 shall apply. Appendix 5 Additional Security Measures [Details to be a recurrent period of [one Monthinserted] during the Call Off Contract Period (the Service Period).Appendix 6

Service Levels. Annex 1 The Service Levels for * includes Server Support and Provisioning, and are set forth below. Failure to this Part A meet any of this Call Off Schedule sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier set forth below shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the Service Level Performance Criteria) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off Schedule. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent be a Service Level Failure or Critical Default. Service Levels Definition Floor Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Expected Service Level Failure or Critical Window Service Level FailureType as of Effective Date * Clustered Server Availability Aggregate Average availability of the production Clustered * servers. * * Monthly * * Server Availability Aggregate Average availability of the production * servers. * * Monthly * Reconfigure an existing server to meet development needs Reconfiguration of development servers per a documented, approved request. This service level will not be promoted to a critical service level without the Customer shall mutual agreement of the Parties. * * Monthly * Reconfigure an existing environment to meet production needs (DISCUSS) Monthly * Provision a new server once the hardware is available (up through OS) Provisioning a new development server per a documented, approved request. This service level will not be entitled promoted to instruct a critical service level without the Supplier to comply mutual agreement of the Parties. * * Monthly * * Certain information on this page has been omitted and filed separately with the Rectification Plan Process; or if a Commission. Confidential treatment has been requested with respect to the omitted portions. Exhibit B.1 Gap/IBM Confidential and Proprietary Information B - 17 Service Levels Definition Floor Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Expected Service Level Credits payable by Window Service Level Type as of Effective Date Provision a new virtual machine (“Vmware”) in an existing server Provisioning a new virtual machine per a documented, approved request. This service level will not be promoted to a critical service level without the Supplier mutual agreement of the Parties. * * Monthly * Provision additional storage once the hardware is available Provisioning additional storage per a documented, approved request. This service level will not be promoted to a critical service level without the mutual agreement of the Parties. * * Monthly * * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 of this Call Off Contract in relation to Material Breach)omitted portions. Approval Exhibit B.1 Gap/IBM Confidential and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the Service Period).Proprietary Information B - 18

Service Levels. Annex 1 to this Part A of this Call Off Lease Agreement Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract Lease Agreement by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Lease Agreement Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleLease Agreement Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Lease Agreement Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 16 of this Call Off Contract Lease Agreement (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Lease Agreement Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off ScheduleLease Agreement Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 17 of this Call Off Contract Lease Agreement (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 17.2.2 of this Call Off Contract Lease Agreement in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Lease Agreement Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off ScheduleLease Agreement Schedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Lease Agreement Period (the “Service Period”). Annex 1 to this Part A of this Lease Agreement Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Lease Agreement Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Lease Agreement Schedule 6.

Service Levels. Annex 1 to this Part A of this Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleSchedule 6. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off ScheduleSchedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off ScheduleSchedule 6, shall be a recurrent period of [one Month] Month during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Call Off Schedule 6.

Service Levels. Annex 1 to this Part A of this Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer Contracting Authority a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleSchedule 6. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer Contracting Authority in writing and the CustomerContracting Authority, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer Contracting Authority and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer Contracting Authority shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer Contracting Authority in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off ScheduleSchedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 14 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer Contracting Authority of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the Service Period)Contracting Authority.

Service Levels. Annex 1 to this Part A of this Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleSchedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 13. of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off ScheduleSchedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 14. of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off ScheduleSchedule 6, shall be a recurrent period of [one Month] Month during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Call Off Schedule 6.

Service Levels. Annex 1 to this Part A of this Call Off Schedule sets out The Service Provider will perform the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the Service Level Performance Criteria) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved Services in accordance with the provisions of Part B Service Levels. The Service Provider shall comply with the Service Level reporting requirements and Service Credit payment obligations set out in Schedule 4. Rectification Plan Without prejudice to Schedule 4 and the University's and the University Affiliate's other rights or remedies (Performance Monitoringwhether under this Agreement or at law) for the Service Provider's breach of this Call Off Schedule. The Supplier shallAgreement, if at all times, provide the Services in such any time a manner that Service Default occurs or the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: Provider becomes aware that a Service Default is likely to occur then, in each case without cost to the University and immediately upon it becoming aware of such Service Default or fails to meet any anticipated Service Level Performance Measure or is likely to cause or causes a Critical Default: the Service Failure to occurProvider shall notify the University in writing of the nature and extent of the relevant Service Default and, within forty-eight (48) hours of doing so, the Supplier Service Provider shall immediately notify the Customer University of the anticipated impact of the relevant Service Default on the Services, the root cause of the Service Default and the Service Provider’s proposed Rectification Plan in respect of that Service Default. All Rectification Plans shall be proportionate with the severity of the relevant Service Default and (unless otherwise agreed in writing and by the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 of this Call Off Contract (Service Levels and Service Credits), may: University) require the Supplier Service Provider to immediately deploy all additional resources and take all remedial action that is necessary to rectify the relevant Service Default as soon as is possible (provided the failure in question is remediable) and to prevent the Service Default in question from recurring; the Service Provider shall amend any proposed Rectification Plan to reflect all of the University’s reasonable comments and so as to require the Service Provider to take any additional steps the University may reasonably require and then implement the amended Rectification Plan as soon as possible; if the University so requests, the Service Provider shall procure that the member of the Service Provider Personnel who is responsible for rectifying the relevant Service Default is available to discuss the matter with the University; if the University so requests, the Service Provider shall permit the University (or its representatives) to attend operational meetings to the extent that they relate to the planning and implementation of the Rectification Plan; the Service Provider shall report to the University on a reasonably appropriate basis given the nature of the breach and Rectification Plan, and in any event no less than daily, on the Service Provider’s progress against the Rectification Plan; the Service Provider shall promptly notify the University in writing of any non‑trivial changes required to the Rectification Plan from time to time and the reasons for those changes; where the Service Provider fails to rectify the relevant Service Default in accordance with the timescales set out in the Rectification Plan or within a reasonable period if no such timescales have been specified, the University may correct the Service Default or employ a third party to correct the Service Default and the University may deduct from any payment due to the Service Provider or recover as a debt due from the Service Provider all costs and expenses incurred in so doing; and the University may exercise its Step‑In Rights if so entitled under this Agreement. All of the costs in developing and implementing a Rectification Plan shall be met by the Service Provider. 12SERVICE PROVIDER RELIEF Subject to Clause 12.3, if the Service Provider fails to perform any of its obligations under this Agreement (including failing to provide the Services) as a result of a Service Provider Relief Event, then for as long as the Service Provider Relief Event persists, the Service Provider shall not be in breach of this Agreement (and the University shall not be entitled to Service Credits which arise as a result of the Service Provider Event) but only to the extent that the breach results from the Service Provider Relief Event. If either party becomes aware of a Service Provider Relief Event, it shall provide the other party with notice of the relief event, as soon as reasonably practicable after becoming aware of it. The Service Provider shall provide the University with reasonable details of the likely impact of the Service Provider Relief Event on the Service Provider's obligations under this Agreement, including the impact on the provision of the Services. Each party shall use all reasonable endeavours to mitigate the impact on the Customer and to rectify or prevent of a Service Level Failure or Critical Provider Relief Event, which may include implementing workarounds. The Service Level Failure from taking place or recurring; and if the action taken Provider shall use all reasonable endeavours to perform its obligations under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if this Agreement notwithstanding a Service Level Failure has occurredProvider Relief Event. The University shall pay, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with Schedule 7, for those Services which the calculation formula Service Provider is able to deliver notwithstanding the occurrence of a Service Provider Relief Event. In the event that a Service Provider Relief Event occurs, the University shall use its reasonable endeavours to perform (or recommence performance of) the relevant University Dependencies as soon as reasonably practicable. The Service Provider’s sole and exclusive remedies in respect of any Service Provider Relief Event occurring shall be as set out in Annex 1 this Clause 12 and Clause 32.4. 13UNIVERSITY STEP‑IN Without prejudice to the provisions of the Service Levels, Service Credits or to any other remedy that the University may have, where: a Service Default has occurred which the Service Provider has not remedied pursuant to Clause 11.2 and the University reasonably believes that the continuation of the Service Default may have an material adverse impact on the business of the University or a University Affiliate; the University is entitled to terminate all or part of this Part A Agreement; a Force Majeure Event has occurred that materially prevents or delays provision of this Call Off Schedulethe Services; or if such action is required by a Critical Regulator in order to discharge a legal obligation, then the University may by giving written notice of not less than two (2) Working Days to the Service Level Failure has occurred, Provider that it intends to exercise its right rights under this Clause 13.1 (the "Step‑In Right"), take such steps itself or engage others (each a "Step‑In Third Party") to Compensation take such steps as it reasonably considers necessary to remedy the circumstances or anticipated circumstances giving rise to the Step‑In Right and the Service Provider shall: co‑operate fully with the University and any Step‑In Third Party to facilitate the steps taken; permit the University or the Step‑In Third Party to replace any Service Provider Personnel engaged in the management of the affected Services so that the University or the Step‑In Third Party has managerial control over the affected Service. The Service Provider shall procure that any Service Provider Personnel continuing to provide the Service under the management of the University or the Step‑In Third Party shall co‑operate fully with the University or its contractors' reasonable instructions; suspend performance of the Services to the extent that the University so requests for Critical Service Level Failure in accordance with Clause 13 the purposes of this Call Off Contract (Critical Service Level Failure) (including subjectits exercise of the Step‑In Right provided always that, for the avoidance of doubt, the proviso exercise of the Step‑In Right shall not excuse the Service Provider from its obligation to provide the Services in Clause 13.1.2 accordance with this Agreement (other than those Services which are the subject of the Step-In Right during the period in which the Step-In Right is exercised) nor be deemed to frustrate or waive performance of that obligation to the extent of any suspension; grant and procure that any Approved Subcontractor grants the University such licences and provides such support and maintenance on reasonable commercial terms as are reasonably required (for itself or a Step‑In Third Party) for the purposes of this Call Off Contract Clause 13.1; afford (and procure that its Approved Subcontractors afford) to the University such co‑operation and access to the Service Provider Material, premises, equipment, documents, information or other items as are reasonably required for the purposes of this Clause 13.1; and except where the Step-In Right has been exercised under Clause 13.1.3, reimburse the University (or, at the University’s option, allow by way of deduction from any payment due to the Service Provider) the additional costs and expenses (including internal costs and expenses) incurred by the University in taking the steps or engaging Step‑In Third Parties to take the steps referred to in this Clause 13.1 and in terminating any engagement of a Step‑In Third Party. Following any exercise of the Step‑In Right, the Service Provider shall be required to put forward proposals to demonstrate to the University that it is able to perform its obligations under and in accordance with this Agreement. If the Service Provider can at any time demonstrate to the University's reasonable satisfaction that it is able to remedy the matter giving rise to the Step‑In Right within a period acceptable to the University or that the matter giving rise to the Step‑In Right has been remedied, then the University shall as soon as is reasonably practicable (and with effect from the date and time notified by the University in writing) terminate the exercise of its Step‑In Right and remove the suspension of the Service Provider's performance of the relevant Services. The University shall not be liable to the Service Provider in respect of the period during which the Step-In Right is exercised for any Service Charges in relation to Material Breach)those Services over which the Step‑In Right is exercised. Approval and implementation by Once the Customer Service Provider resumes its performance of such Services in accordance with this Agreement the University shall only be liable to pay for such Services as are supplied after such resumption. If the University has exercised its Step‑In Right in respect of any Rectification Plan shall not relieve the Supplier Service for a continuous period of any continuing responsibility to achieve twenty (20) Working Days or more and the Service LevelsProvider has failed in accordance with Clause 13.2 to remedy, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable demonstrate to the Customer as a result of a Service Level Failure in a given service period whichUniversity's reasonable satisfaction its ability to remedy, the matter giving rise to the Step‑In Right, then for the purpose purposes of Clause 32.1.3, this Call Off Schedule, shall be constitute a recurrent period material breach of [one Month] during the Call Off Contract Period (the Service Period)Provider’s obligations under this Agreement which has not been remedied within the thirty (30) days and the University may terminate this Agreement in accordance with Clause 32.1.3.

Service Levels. Annex 1 to this Part A of this Call Off Schedule sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off Schedule. The Supplier shall, at all times, provide the Goods and Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off ScheduleSchedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Call Off Schedule 6.

Service Levels. Annex 1 to this Part A of this Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off ScheduleSchedule 6. The Supplier shall, at all times, provide the Services Goods and delivery of purchased Goods in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services Goods and delivery of purchased Goods during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 16 of this Call Off Contract (Service Levels and Service CreditsLevels), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or NOT USED if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 17 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 17.2.1 of this Call Off Contract in relation to Material material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. NOT USED NOT USED ANNEX 1 TO PART A: SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate LEVELS TABLE Service Level Performance Criteria Service Level Performance Measure Incoming telephone queries and orders from a Service Credit payable Contracting Authority to the Customer as Supplier are answered within 8 seconds at least 98.5% Helpdesk queries from a result Contracting Authority to the Supplier are answered within 4 working hours at least 98.5% Each Order is acknowledged within 24 hours of a Service Level Failure in a given service period which, for being placed 100% Ordered Goods delivered within the purpose applicable delivery time at least 99% Ordered Goods delivered complete at the first attempt at least 98% Replacement Ordered Goods delivered within the agreed timescale at least 99% All Goods available to order at all times at least 99% Ordered Goods returned due to failure to conform to quality standards not more than 1% Returns or refunds due to Supplier picking incorrect goods not more than 2% First response to Contracting Authorities complaint (receipt of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the Service Period).complaint) within agreed timescales at least 99%

Service Levels. Annex 1 to this Part A of this Call Off Schedule sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the Service Level Performance Criteria) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off Schedule. The Supplier shall, at all times, provide the Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 12. of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 13. of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the Service Period).

Service Levels. Annex 1 The Schedules and Appendices to this Part A of this Call Off Schedule sets out Agreement will set forth the Service Levels by which the Provider's performance of the Services are to be measured in the relevant Measurement Interval, it being recorded that while Provider is required to comply with all Service Levels and these will all be measured, only those Service Levels which are assigned as being Critical Service Levels shall be included in the Parties have agreed to measurecalculation of any Service Credit. The Supplier Provider shall monitor be responsible for monitoring and measuring its performance of this Call Off Contract by reference to the relevant performance criteria for achieving against the Service Levels shown in Annex 1 to this Part A of this Call Off Schedule (the Service Level Performance Criteria) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Call Off Schedulemethodologies specified hereto and/or in the Appendices attached to Schedule 3. The Supplier shallProvider shall be required to provide a detailed, at comprehensive report of its performance against all times, provide the Services in such a manner that the agreed Service Levels Performance Measures are achieved. If ("Service Level Reports") by no later than the level of performance 5th (fifth) Business Day following the end of the Supplier of any element of the provision by it of the Services during the Call Off Contract Period: is likely to or fails to meet any applicable Measurement Interval. The format for such Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer Reports shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a determined by Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure Recipient in accordance with Clause 13 26. Provider shall meet with Service Recipient at monthly, or more frequently if requested by Service Recipient, to review Provider's actual performance against the Service Levels and shall recommend remedial actions to resolve any performance deficiencies. Within the time periods set forth in Schedule 3 or in any other applicable Schedule or Appendix) after Provider's discovery of this Call Off Contract (Critical within 24 Hours), or if earlier, Provider's receipt of a notice from Service Level Failure) (including subject, for Recipient regarding Provider's failure to provide any of the avoidance of doubt, the proviso Services in Clause 13.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve accordance with the Service Levels, or remedy the existence of a Problem, Provider shall, as applicable under the circumstances: (i) perform a Root Cause Analysis to identify the cause of such failure/Problem; (ii) advise the Service Recipient, as and to the extent requested by the Service Recipient, of the status of remedial efforts being undertaken with respect to such Service Level failure and to provide Service Recipient with a written report detailing the cause of and procedure for correcting such failure/Problem; and (iii) take appropriate preventive measures to prevent the recurrence of such failure/Problem or Service Level failure and provide Service Recipient with satisfactory evidence thereof. The correction of any such failures/Problem shall be performed in accordance with the time frames set forth in the Appendices to Schedule 3 or in any other applicable Schedule or Appendix, entirely at Provider's own expense unless it has been determined, by mutual agreement by the Parties or through the Problem-resolution process specified in clause 52, that Service Recipient (or one of its subcontractors, agents or Third Parties provided by Service Recipient and not managed by Provider) was the sole cause of the failure/Problem and Provider could not have worked around the failure/Problem without expending a material amount of additional time or cost. In such event: Provider shall be entitled to temporary relief from its obligation to timely comply with the affected Service Level, but only to the extent and for the duration so affected; and Service Recipient shall reimburse Provider for Provider's expenses to correct such failure/Problem, but only to the extent Service Recipient caused such failure/Problem, unless the Parties otherwise mutually agree; provided however, that Provider: gives Service Recipient prompt notice of Service Recipient’s failure to do soperform such retained services and the resulting consequences of such performance failure; uses commercially reasonable efforts to continue to perform despite Service Recipient’s failure to perform retained services; and uses commercially reasonable efforts to mitigate any adverse consequences of Service Recipient’s failure to perform such retained services. For purposes hereof, the pre-existing condition of Service Recipient’s properties and no estoppels or waiver systems shall arise from not be deemed to be a contributing cause of any such Approval and/or implementation by the Customer. SERVICE CREDITS Annex 1 to this Part A of this Call Off Schedule sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Problem/ Service Level Failure in a given service period which, for the purpose of this Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the Service Period)failure.

Service Levels. Annex 1 to this Part A of this Call Off Schedule sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A detailed within ‘Table 1’ of this Call Off Schedule (the Service Level Performance CriteriaPart A) and shall send the Customer Council a Performance Monitoring Report quarterly performance monitoring report detailing the level of service which was has been achieved against each Service Level, together with any Service Level Failures, in accordance with the performance monitoring and report provisions of ‘Part B (Performance Monitoring) B’ of this Call Off ScheduleSchedule 4. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element and/or the provision of the provision Goods and/or Services by it of the Services Supplier during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer Council in writing and the CustomerCouncil, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 12 of this Call Off Contract (Service Levels and Service Credits)arising, may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer Council and/or Service User, and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer Council shall be entitled to instruct the Supplier to comply request a Performance Review Meeting with the Supplier, with the view to agreeing a solution and putting in place a Rectification Plan Processplan; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable and failure by the Supplier to achieve a meaningful performance improvement to deliver the Customer level of Service for which it has contracted to deliver will result in accordance with the calculation formula set out in Annex 1 of this Part A of this Call Off Schedule; or if a Critical Service Level Failure has occurredDispute Resolution Procedure (clause 42) being invoked, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 13 of this Call Off Contract and/or reliance on the Termination provision (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 13.1.2 of this Call Off Contract in relation to Material Breachclause 46). Approval and implementation by the Customer Council of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or and implementation by the CustomerCouncil. EXAMPLE ONLY - SERVICE CREDITS Annex LEVELS [Guidance Note: cherry pick from the list of Service Level Criterion and Service Level Performance Measures, as are relevant and proportionate to your specific Contract.] The Supplier shall comply with the Service Levels set out in this Contract, which detail the minimum standards of performance that the Council can expect to receive throughout the Contract Period. Table 1 Service Level Criterion Performance Criterion Service Level Performance Measure Reporting Frequency & Service Level threshold % 1a - Service Development Quality The supplier shall submit their views and ideas for the provision & development of the supplies or services to this Part A ensure contract improvement. Supplies or services development will be discussed at each quarterly performance review meeting. Quarterly - 100% 1b - Continuous Improvement Quality The supplier commits to continuously review and improve the contract processes and systems, to ensure that the contract operates effectively for the benefit of Councils/service users, and will seek to work in partnership with the Council to deliver innovation. Continuous improvement will be discussed at each quarterly performance review meeting. Quarterly - 100% The supplier commits to meeting its continuous improvement obligations as set out in contract clauses 9.1.1 and 9.1.2, and shall submitting an annual return to the Council. Annually - 100% 1c - Innovation Quality The supplier commits to offer the Council and Councils/service users added value services, with a view to developing and continuously improving the overall contract performance. All innovations suggested must remain within the scope of the contract specification. Quarterly - 95% 1d - Supplier's Staffing Resources Quality The supplier shall provide a contract management structure and maintain staffing resources which are capable of managing a supply or service contract of this Call Off Schedule sets out size and nature, throughout the formula used whole contract period. Quarterly - 100% 1e - Partnership Working Quality The supplier commitment to calculate a working in partnership with Rutland County Council, to develop strong working relationships and effective communication in the management of this contract, throughout its duration. Quarterly - 100% 1f - Performance against Service Credit payable Level Quality The supplier commits to the Customer as a result of develop a Service Level Failure Agreement in order to monitor contract performance against the agreed Service Level Performance Measures and to report back to the Council at the agreed frequencies. Quarterly - 100% 1g – Performance Review Meeting Quality A quarterly performance review meetings will be held at such location and time (during business hours) as the Council shall reasonably require. Key Personnel involved in the delivery and management of this contract shall be made available to attend these quarterly performance review meetings. Quarterly - 100% 1h - Marketing/ Promotional Support Quality The supplier commits to support Rutland County Council in the joint marketing and promotion of this supply or service contract. Quarterly - 95% 2a - Invoicing Cost Invoice accuracy rate every [month]. [Guidance Note: or frequency of agreed payment terms] Monthly - 100% 2b - Provision of Pricing Information Cost The Supplier will ensure that prices remain fixed for a minimum of twenty-four (24) Months from the Commencement Date. Any request to adjustment the Contract Price must be in strict accordance with paragraph 7 of Schedule 2 (Contract Price, Payment and Insurance), supported with relevant Pricing information. Frequency to be determined (after the first 24 months) - 100% 3a - Invoicing Queries Timeliness Invoicing queries/issues to be resolved within 28 days of receipt. If queries require 3rd party intervention, the supplier shall keep Rutland County Council updated and manage the query in relation to their own agreed 3rd party SLAs. Any exceptions are to be reported at the quarterly performance review meeting. Quarterly - 98% 3b - Resolution of Service User complaints Timeliness 100% of complaints to be notify to the Council’s Contract Manager within two (2) Working Days of receipt of the complaint, with full details of how the Supplier proposes to resolve the complaint. With 98% of complaints to be resolved or have an agreed action plan in place within ten (10) working days. Quarterly - 100% 3c - Management Information Reporting Timeliness The supplier shall provide a suite of management information reports to the Council, in accordance with the provisions of paragraph 7.3 ‘Part B’ of this Schedule 4 and at the frequencies detailed therein. These reports must be submitted to the Council within 5 working days of the conclusion of the reporting period, for which the return is due. Monthly/ Quarterly - 100% 3d - Implementation Plan Timeliness/ Quality The new supplier must work with the out-going supplier to ensure the smooth transition and implementation of the new contract, to allow a timely contract start date and to minimise any disruption to Service Users. The Council shall require an Implementation Plan detailing the key Milestones and Milestone dates to ensure transition of the Contract from the Supplier to the Council and/or Replacement Suppliers, in a given seamless and timely manner. One off - 100% 3e - Exit Management Timeliness/ Quality At the end of this supply or service period whichcontract the out-going supplier will be required to work co-operatively with the new supplier during the handover process, in accordance with the Exit Management arrangements detailed in Schedule 8 (Exit Management). Rutland County Council will require the out-going supplier to maintain a dedicated team of Employees to manage the exit phase from the contract. One off - 100% 4a - National & Local Agenda Procedure The supplier commits to discussing new legislative changes and/or strategic development in the market at both national and local level, at quarterly performance review meetings. Quarterly - 95% 4b - Supplier's Strategic Advice Procedure The Council shall expect the supplier to assist (if required) in the overall development of the Council’s service plans and strategies for the purpose service area(s) directly covered by this Contract, to ensure they remain in line with latest developments, as part of this Call Off Schedule, shall the supplier’s commitment to partnership working. To be a recurrent period of [one Month] during discussed at the Call Off Contract Period (the Service Period).quarterly performance review meeting. Quarterly - 95%