Common use of Third Party Providers Clause in Contracts

Third Party Providers. (a) Each Service Provider may use one or more third-party service providers (each, a “Third-Party Provider”) to provide the applicable Services under this Agreement with respect to and to the extent (A) such Services were outsourced or subcontracted prior to the effective date of this Agreement or (B) such Services, or substantially similar services, are outsourced or subcontracted by NAB and its Subsidiaries after the effective date of this Agreement in connection with the operation of one or more of their respective business lines or divisions. Notwithstanding anything in this Agreement to the contrary, (i) each Service Provider shall cause any Third-Party Providers performing Services on such Service Provider’s behalf to adhere to the terms and conditions of this Agreement in performing such Services; (ii) each Service Provider shall be responsible for any breach of the terms of this Agreement by any Third-Party Provider performing Services on such Service Provider’s behalf; and (iii) NAB shall be GWB’s sole point of contact regarding the Services provided by any Third-Party Provider, including with respect to payment. (b) If, during the term of this Agreement, any agreement between any Service Provider (the “Contracting Party”) and a Third-Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement is terminated or not renewed, GWB (the Non-Contracting Party”) shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to secure an agreement with such Third-Party Provider or with another third-party service provider for the provision of such Service independent of this Agreement; provided that if the Non-Contracting Party determines in good faith that it would have an adverse impact on the quality or continuous availability of such Service or other Services if the Non-Contracting Party were to secure such an agreement at the time of the termination or non-renewal, the Parties shall reasonably cooperate to identify an alternative solution. In any of the scenarios described in the immediately preceding sentence, the Contracting Party will utilize commercially reasonable efforts to (i) minimize any service disruption in connection with obtaining such services, (ii) assist the Non-Contracting Party in obtaining a quality of service reasonably requested by the Non-Contracting Party and (iii) minimize the cost to the Non-Contracting Party of obtaining such services, provided, that the Contracting Party shall not be obligated to incur any cost or expense in connection with any of clauses (i), (ii) or (iii). If the Non-Contracting Party enters into an agreement with a Third-Party Provider for the provision of any Service as a result of this Section 2.5(b), the provision of such Service under this Agreement shall be immediately terminated upon the commencement of the provision of the relevant services under such agreement with a third-party service provider. The Contracting Party shall provide the Non-Contracting Party with notice (1) no less than 90 days prior to the scheduled termination date of any agreement with a Third Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement and (2) immediately after any material breach of any such agreement. Any notice delivered pursuant to Section 2.5(b)(2) shall, to the extent practicable, include a detailed description of the breach, the implications of such breach on the provision of any Services, and the Contracting Party’s planned course of action in response to such breach. (c) Each Service Provider shall continue to manage its relationships with any Third Party Provider with the same standard of care as if the Third Party Provider were supporting such Service Provider’s own businesses.

Third Party Providers. (a) Each Service Provider may The Service-Providing Party shall use one commercially reasonable efforts to obtain any required consents, licenses or more third-party service approvals of the providers (each, a “Third-Party ProviderProviders”) of any products or services required to be used in providing any applicable Services pursuant to this Agreement (“Third-Party Products and Services”). The Parties understand and agree that provision of any applicable Services requiring the use of any Third-Party Products and Services shall be subject to receipt of any required consents, licenses or approvals of the applicable Third-Party Providers; provided that if any third-party consents, licenses or approvals are not obtained pursuant to the foregoing, the Service-Providing Party will, to the extent reasonably practicable, continue to use commercially reasonable efforts to provide (or to cause another applicable member of the Ensign Group or Pennant Group, as applicable, to provide) services that are substantially similar to the applicable Services for which such consent, license or approval was sought but not obtained; provided, however, that nothing in this Section 2.4(a) shall obligate any Service-Providing Party (or another applicable member of the Ensign Group or Pennant Group, as applicable) to violate any applicable Law or breach any of its contractual obligations to third parties in order to provide the applicable Services under this Agreement with respect to and to the extent (A) such Services were outsourced or subcontracted prior to the effective date of this Agreement or (B) such Services, or substantially similar services, are outsourced or subcontracted by NAB and its Subsidiaries after the effective date of this Agreement in connection with the operation of one or more of their respective business lines or divisions. Notwithstanding anything in this Agreement to the contrary, (i) each Service Provider shall cause any Third-Party Providers performing Services on such Service Provider’s behalf to adhere to the terms and conditions of this Agreement in performing such Services; (ii) each Service Provider shall be responsible for any breach of the terms of this Agreement by any Third-Party Provider performing Services on such Service Provider’s behalf; and (iii) NAB shall be GWB’s sole point of contact regarding the Services provided by any Third-Party Provider, including with respect to paymenthereunder. (b) IfWith respect to the Ensign Services, during (i) Pennant hereby consents to Ensign’s use of any Third-Party Provider(s) named in Exhibit A with respect to such Ensign Services (“Ensign Known Third-Party Providers”) and (ii) if, after the term date of this Agreement, any agreement between any Service Provider (Ensign reasonably determines that it requires the “Contracting Party”) and a use of Third-Party Provider pursuant Providers in addition to which Services are provided to a Service Recipient under this Agreement is terminated or not renewed, GWB (the Non-Contracting Party”) shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to secure an agreement with such Ensign Known Third-Party Provider or with another third-party service provider for the provision of such Service independent of this Agreement; provided that if the Non-Contracting Party determines in good faith that it would have an adverse impact on the quality or continuous availability of such Service or other Services if the Non-Contracting Party were to secure such an agreement at the time of the termination or non-renewal, the Parties shall reasonably cooperate to identify an alternative solution. In any of the scenarios described in the immediately preceding sentence, the Contracting Party will utilize commercially reasonable efforts to Providers (i) minimize any service disruption in connection with obtaining such services, (ii) assist the Non-Contracting Party in obtaining a quality of service reasonably requested by the Non-Contracting Party and (iii) minimize the cost to the Non-Contracting Party of obtaining such services, provided, that the Contracting Party shall not be obligated to incur any cost or expense in connection with any of clauses (i), (ii) or (iii). If the Non-Contracting Party enters into an agreement with a “Additional Ensign Third-Party Provider for Providers”) in providing such Ensign Services, the provision use of any such Additional Ensign Third-Party Providers shall require the written consent of Pennant’s Service as a result of this Coordinator and, subject to Section 2.5(b2.4(d), the provision of such Service under this Agreement shall consent will not be immediately terminated upon the commencement of the provision of the relevant services under such agreement with a third-party service provider. The Contracting Party shall provide the Non-Contracting Party with notice (1) no less than 90 days prior to the scheduled termination date of any agreement with a Third Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement and (2) immediately after any material breach of any such agreement. Any notice delivered pursuant to Section 2.5(b)(2) shallunreasonably withheld, to the extent practicable, include a detailed description of the breach, the implications of such breach on the provision of any Services, and the Contracting Party’s planned course of action in response to such breachconditioned or delayed. (c) Each With respect to the Pennant Services, (i) Ensign hereby consents to Pennant’s use of any Third-Party Provider(s) named in Exhibit B with respect to such Pennant Services (“Pennant Known Third-Party Providers”) and (ii) if, after the date of this Agreement, Pennant reasonably determines that it requires the use of Third-Party Providers in addition to the Pennant Known Third-Party Providers (“Additional Pennant Third-Party Providers”) in providing such Pennant Services, the use of such Additional Pennant Third-Party Providers shall require the written consent of Ensign’s Service Provider shall continue Coordinator and, subject to manage Section 2.4(d), such consent will not be unreasonably withheld, conditioned or delayed. (d) Notwithstanding the foregoing, in those instances in which the use of Third-Party Products and Services will require payment of additional consideration by a Service-Receiving Party and the payment of such additional consideration is not contemplated by this Agreement (including Exhibit A or Exhibit B, as applicable) or has not been previously agreed by the Parties, then (i) the Service-Providing Party will provide the Service-Receiving Party with thirty (30) calendar days’ prior written notice detailing the amount of such additional consideration and (ii) the Service-Receiving Party will then have the option to (A) procure its relationships with any Third own Third-Party Provider with Products and Services at its own expense or (B) authorize the same standard of care as if Service-Providing Party to incur the Third Party Provider were supporting required additional consideration on its behalf and at the Service-Receiving Party’s expense and such additional consideration will be deemed an applicable Service Provider’s own businessesCost under this Agreement.

Third Party Providers. 3.9.1 Caribou shall have the right to subcontract any of its Development and Manufacturing activities set forth in the applicable Research Plan, to a Third Party (a) Each Service Provider may use one or more third-party service providers (each, a “Third-Third Party Provider”) [***] Except as provided in Section 4.4.2, Caribou further shall use Commercially Reasonable Efforts to assist AbbVie in obtaining from such Third Party Provider any Manufacturing Process or related technology used in the Manufacture of such Collaboration CAR-T Products or Licensed Products, including all Know-How and Materials related thereto. 3.9.2 In the event that (a) a Third Party Provider is an existing Caribou service provider (each an “Existing Third Party Provider”) under an existing services agreement (e.g., a master services agreement) (each an “Existing Services Agreement”), and the Existing Third Party Provider will only provide non-GLP, non-GMP activities pursuant to a Research Plan, then, in lieu of a new services agreement, Caribou and the applicable Existing Third Party Provider may enter into a statement of work or other supplemental document under the Existing Services under Agreement with such Existing Third Party Provider to cover the activities subject to this Agreement with respect to and to the extent (A) such each a “Supplemental Existing Services were outsourced or subcontracted prior to the effective date of this Agreement or (B) such ServicesDocument”), or substantially similar services, are outsourced or subcontracted by NAB and its Subsidiaries after the effective date of this Agreement in connection with the operation of one or more of their respective business lines or divisions. Notwithstanding anything in this Agreement to the contrary, provided that (i) such Supplemental Existing Services Agreement Document complies with each Service of the requirements set forth in Section 3.9.1, and (ii) Caribou provides AbbVie a copy of the relevant Supplemental Existing Services Agreement Document and a redacted version of the Existing Services Agreement, such redacted portions being limited to those parts of the Existing Services Agreement that do not relate to the activities of the Existing Third Party Provider subject to this Agreement. Subject to reimbursement by AbbVie as set forth in Section 3.8, and further subject to Section 3.9.3, Caribou shall cause any Third-directly pay all such Third Party Providers performing Services on such Service Provider’s behalf to adhere for all external costs set forth in each Research Plan. Subject to the terms and conditions final decision-making authority of the JGC, Caribou shall direct the activities of such Third Party Providers. 3.9.3 To the extent Third Party Providers would be required to perform GMP activities (including where, under a single agreement, such Third Party Providers perform GLP activities in furtherance of GMP activities) pursuant to a Research Plan or this Agreement for the Manufacture of Collaboration CAR-T Products and Licensed Products for use in performing AbbVie’s Phase I Clinical Studies, except as otherwise expressly agreed by the Parties, AbbVie shall enter into agreements (including service agreements and quality agreements) with such ServicesThird Party Providers (such Third Party Provider, an “AbbVie-Retained Third Party Provider”) pursuant to which AbbVie shall: (i) directly pay such AbbVie-Retained Third Party Providers’ costs, as set forth in the applicable Research Plan, in lieu of reimbursing Caribou for such costs; (ii) each Service Provider shall be responsible for any breach of the terms of ensure such AbbVie-Retained Third Party Providers will take instructions from and otherwise reasonably cooperate with Caribou such that Caribou may discharge its obligations under this Agreement by any Third-Party Provider performing Services on such Service Provider’s behalfAgreement; and (iii) NAB list Caribou as an express third party beneficiary. Caribou agrees that it shall be GWB’s sole point of contact regarding the Services provided by any Thirdenter into a three-party confidentiality agreement with each relevant AbbVie-Retained Third Party Provider, including such that confidentiality obligations run to and among each of Caribou, AbbVie, and the AbbVie-Retained Third Party Provider, and further agrees that it shall cooperate with respect AbbVie as reasonably necessary for AbbVie to payment. (b) Ifnegotiate and execute such two- and three-party agreements. Notwithstanding the foregoing, during Caribou shall remain responsible for its obligations under the term of this Agreement, any agreement between any Service Provider (the “Contracting Party”) applicable Research Plan and a Third-Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement is terminated or not renewed, GWB (the Non-Contracting Party”) shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to secure an agreement with such Third-Party Provider or with another third-party service provider for provide the provision of such Service independent of this Agreement; provided that if the Non-Contracting Party determines in good faith that it would have an adverse impact on the quality or continuous availability of such Service or other Services if the Non-Contracting Party were to secure such an agreement at the time of the termination or non-renewal, the Parties shall reasonably cooperate to identify an alternative solution. In any of the scenarios described in the immediately preceding sentence, the Contracting Party will utilize commercially reasonable efforts to (i) minimize any service disruption in connection with obtaining such services, (ii) assist the Non-Contracting Party in obtaining a quality of service reasonably requested by the Non-Contracting Party and (iii) minimize the cost necessary instructions to the NonAbbVie-Contracting Party of obtaining such services, provided, that the Contracting Party shall not be obligated to incur any cost or expense in connection with any of clauses (i), (ii) or (iii). If the Non-Contracting Party enters into an agreement with a Third-Retained Third Party Provider for the provision of any Service as a result of this Section 2.5(b), the provision execution of such Service under this Agreement shall be immediately terminated upon the commencement of the provision of the relevant services under such agreement with a third-party service provider. The Contracting Party shall provide the Non-Contracting Party with notice (1) no less than 90 days prior to the scheduled termination date of any agreement with a Third Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement and (2) immediately after any material breach of any such agreement. Any notice delivered pursuant to Section 2.5(b)(2) shall, to the extent practicable, include a detailed description of the breach, the implications of such breach on the provision of any Services, and the Contracting Party’s planned course of action in response to such breachapplicable obligations. (c) Each Service Provider shall continue to manage its relationships with any Third Party Provider with the same standard of care as if the Third Party Provider were supporting such Service Provider’s own businesses.

Third Party Providers. (a) Each Service Provider may Party shall use one commercially reasonable efforts to obtain any required consents, licenses or more third-party service approvals of the providers (each, a “Third-Party ProviderProviders”) of any products or services required to provide the applicable be used in providing any Services under pursuant to this Agreement with respect to (“Third-Party Products and to Services”). The Parties understand and agree that provision of any Services requiring the extent (A) such Services were outsourced or subcontracted prior to the effective date use of this Agreement or (B) such Services, or substantially similar services, are outsourced or subcontracted by NAB and its Subsidiaries after the effective date of this Agreement in connection with the operation of one or more of their respective business lines or divisions. Notwithstanding anything in this Agreement to the contrary, (i) each Service Provider shall cause any Third-Party Providers performing Products and Services on such Service Provider’s behalf to adhere to the terms and conditions of this Agreement in performing such Services; (ii) each Service Provider shall be responsible for subject to receipt of any breach required consents, licenses or approvals of the terms of this Agreement by any applicable Third-Party Provider performing Services on such Service Provider’s behalf; and (iii) NAB shall be GWB’s sole point of contact regarding the Services provided by any Third-Party Provider, including with respect to paymentProviders. (b) IfWith respect to each Service, during (i) FTD hereby consents to United Online’s use of any Third-Party Provider(s) named in Exhibit A with respect to such Service (“Known Third-Party Providers”) and (ii) if, after the term date of this Agreement, any agreement between any Service Provider (United Online reasonably determines that it requires the “Contracting Party”) and a use of Third-Party Provider pursuant Providers in addition to which Services are provided to a Service Recipient under this Agreement is terminated or not renewed, GWB (the Non-Contracting Party”) shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to secure an agreement with such Known Third-Party Provider or with another third-party service provider for the provision of such Service independent of this Agreement; provided that if the Non-Contracting Party determines in good faith that it would have an adverse impact on the quality or continuous availability of such Service or other Services if the Non-Contracting Party were to secure such an agreement at the time of the termination or non-renewal, the Parties shall reasonably cooperate to identify an alternative solution. In any of the scenarios described in the immediately preceding sentence, the Contracting Party will utilize commercially reasonable efforts to Providers (i) minimize any service disruption in connection with obtaining such services, (ii) assist the Non-Contracting Party in obtaining a quality of service reasonably requested by the Non-Contracting Party and (iii) minimize the cost to the Non-Contracting Party of obtaining such services, provided, that the Contracting Party shall not be obligated to incur any cost or expense in connection with any of clauses (i), (ii) or (iii). If the Non-Contracting Party enters into an agreement with a “Additional Third-Party Provider for Providers”) in providing such Service, the provision use of any such Additional Third-Party Providers shall require the written consent of FTD’s Service as a result of this Coordinator and, subject to Section 2.5(b2.4(c), the provision of such Service under this Agreement shall consent will not be immediately terminated upon the commencement of the provision of the relevant services under such agreement with a third-party service provider. The Contracting Party shall provide the Non-Contracting Party with notice (1) no less than 90 days prior to the scheduled termination date of any agreement with a Third Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement and (2) immediately after any material breach of any such agreement. Any notice delivered pursuant to Section 2.5(b)(2) shallunreasonably withheld, to the extent practicable, include a detailed description of the breach, the implications of such breach on the provision of any Services, and the Contracting Party’s planned course of action in response to such breachconditioned or delayed. (c) Each Service Provider shall continue Notwithstanding the foregoing, in those instances in which the use of Third-Party Products and Services will require payment of additional consideration by FTD and the payment of such additional consideration is not contemplated by this Agreement (including Exhibit A) or has not been previously agreed by the Parties, then (i) United Online will provide FTD with ten (10) calendar days’ prior written notice detailing the amount of such additional consideration and (ii) FTD will then have the option to manage (A) procure its relationships with any own Third Party Provider with Products and Services at its own expense or (B) authorize United Online to incur the same standard of care as if the Third Party Provider were supporting required additional consideration on its behalf and at FTD’s expense and such additional consideration will be deemed a Service Provider’s own businessesCost under this Agreement.

Third Party Providers. (a) Each Service Provider may Party shall use one commercially reasonable efforts to obtain any required consents, licenses or more third-party service approvals of the providers (each, a “Third-Party ProviderProviders”) of any products or services required to provide the applicable be used in providing any Services under pursuant to this Agreement with respect to (“Third-Party Products and to Services”). The Parties understand and agree that provision of any Services requiring the extent (A) such Services were outsourced or subcontracted prior to the effective date use of this Agreement or (B) such Services, or substantially similar services, are outsourced or subcontracted by NAB and its Subsidiaries after the effective date of this Agreement in connection with the operation of one or more of their respective business lines or divisions. Notwithstanding anything in this Agreement to the contrary, (i) each Service Provider shall cause any Third-Party Providers performing Products and Services on such Service Provider’s behalf to adhere to the terms and conditions of this Agreement in performing such Services; (ii) each Service Provider shall be responsible for subject to receipt of any breach required consents, licenses or approvals of the terms of this Agreement by any applicable Third-Party Provider performing Services on such Service Provider’s behalf; and (iii) NAB shall be GWB’s sole point of contact regarding the Services provided by any Third-Party Provider, including with respect to paymentProviders. (b) IfWith respect to the Services, during (i) CareTrust hereby consents to Ensign’s use of any Third-Party Provider(s) named in Exhibit A with respect to such Services (“Known Third-Party Providers”) and (ii) if, after the term date of this Agreement, any agreement between any Service Provider (Ensign reasonably determines that it requires the “Contracting Party”) and a use of Third-Party Provider pursuant Providers in addition to which Services are provided to a Service Recipient under this Agreement is terminated or not renewed, GWB (the Non-Contracting Party”) shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to secure an agreement with such Known Third-Party Provider or with another third-party service provider for the provision of such Service independent of this Agreement; provided that if the Non-Contracting Party determines in good faith that it would have an adverse impact on the quality or continuous availability of such Service or other Services if the Non-Contracting Party were to secure such an agreement at the time of the termination or non-renewal, the Parties shall reasonably cooperate to identify an alternative solution. In any of the scenarios described in the immediately preceding sentence, the Contracting Party will utilize commercially reasonable efforts to Providers (i) minimize any service disruption in connection with obtaining such services, (ii) assist the Non-Contracting Party in obtaining a quality of service reasonably requested by the Non-Contracting Party and (iii) minimize the cost to the Non-Contracting Party of obtaining such services, provided, that the Contracting Party shall not be obligated to incur any cost or expense in connection with any of clauses (i), (ii) or (iii). If the Non-Contracting Party enters into an agreement with a “Additional Third-Party Provider for Providers”) in providing such Services, the provision use of any such Additional Third-Party Providers shall require the written consent of CareTrust’s Service as a result of this Coordinator and, subject to Section 2.5(b2.4(c), the provision of such Service under this Agreement shall consent will not be immediately terminated upon the commencement of the provision of the relevant services under such agreement with a third-party service provider. The Contracting Party shall provide the Non-Contracting Party with notice (1) no less than 90 days prior to the scheduled termination date of any agreement with a Third Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement and (2) immediately after any material breach of any such agreement. Any notice delivered pursuant to Section 2.5(b)(2) shallunreasonably withheld, to the extent practicable, include a detailed description of the breach, the implications of such breach on the provision of any Services, and the Contracting Party’s planned course of action in response to such breachconditioned or delayed. (c) Each Notwithstanding the foregoing, in those instances in which the use of Third-Party Products and Services will require payment of additional consideration by CareTrust and the payment of such additional consideration is not contemplated by this Agreement (including Exhibit A) or has not been previously agreed by the Parties, then (i) Ensign will provide CareTrust with thirty (30) calendar days’ prior written notice detailing the amount of such additional consideration and (ii) CareTrust will then have the option to (A) procure its own Third-Party Products and Services at its own expense or (B) authorize Ensign to incur the required additional consideration on its behalf and at CareTrust’s expense and such additional consideration will be deemed a Service Provider shall continue to manage its relationships with any Third Party Provider with the same standard of care as if the Third Party Provider were supporting such Service Provider’s own businessesCost under this Agreement.

Third Party Providers. (a) Each The Parties acknowledge and agree that certain of the Services hereunder may be provided to or for the benefit of the Service Provider may use one or more third-party service providers Recipient by Third Parties (each, a “Third-Party Provider”) to provide on behalf or at the applicable Services under this Agreement with respect to and to request of the extent (A) such Services were outsourced or subcontracted prior to the effective date of this Agreement or (B) such Services, or substantially similar services, are outsourced or subcontracted by NAB and its Subsidiaries after the effective date of this Agreement in connection with the operation of one or more of their respective business lines or divisionsService Provider. Notwithstanding anything Nothing in this Agreement will be construed to the contrarylimit either Party’s right to administer, (i) each Service Provider shall cause any in its sole discretion, its relationships with Third-Party Providers, including, but not limited to, such Party’s right to amend, modify or terminate existing Contracts with Third-Party Providers performing Services on such Service Provider’s behalf or enter into new contracts with Third-Party Providers. Notwithstanding the foregoing, at least ten business days prior to adhere to the terms and conditions of this Agreement in performing such Services; (ii) each Service Provider shall be responsible for any breach of the terms of this Agreement by engaging any Third-Party Provider performing Services on such Service Provider’s behalf; and (iii) NAB shall be GWB’s sole point of contact regarding the Services provided by any Third-Party Provider, including with respect to payment. (b) If, during the term of this Agreement, any agreement between any Service Provider (the “Contracting Party”) and that is not a Third-Party Provider pursuant to which Services are provided to of the Service Provider as of the Effective Date (a “New Third-Party Provider”), the Service Provider shall inform the Service Recipient under this Agreement is terminated or not renewed, GWB of such change by providing written notice (the Non-Contracting Partya “Change Notice”) thereof. If the Service Recipient objects to the engagement of the New Third-Party Provider prior to the date for the commencement of its engagement specified in the Change Notice, the Parties shall use itsdiscuss in good faith a resolution to such objection, and shall cause its Subsidiaries to use their, commercially reasonable efforts to secure whether by engaging an agreement with such alternate Third-Party Provider or with another third-party service provider for the provision of such Service independent of this Agreementotherwise; provided that if the Non-Contracting Party determines in good faith that it would have an adverse impact on the quality or continuous availability of such Service or other Services if the Non-Contracting Party were to secure such an agreement at the time of the termination or non-renewalprovided, the Parties shall reasonably cooperate to identify an alternative solution. In any of the scenarios described in the immediately preceding sentence, the Contracting Party will utilize commercially reasonable efforts to (i) minimize any service disruption in connection with obtaining such services, (ii) assist the Non-Contracting Party in obtaining a quality of service reasonably requested by the Non-Contracting Party and (iii) minimize the cost to the Non-Contracting Party of obtaining such services, providedhowever, that the Contracting Party Service Provider shall not be obligated relieved, during the pendency of such discussions, of its obligation to incur any cost or expense in connection with any of clauses (i), (ii) or (iii). If provide the Non-Contracting Party enters into an agreement with a relevant Services to the extent the Third-Party Provider for currently performing the provision of any Service as a result of this relevant Services is unable or unwilling to continue performing such Services; and provided, further that, without limiting Section 2.5(b)5.3, the provision of such Service under this Agreement Provider shall not be immediately terminated upon the commencement of the provision of the relevant services under such agreement with required to deliver a third-party service provider. The Contracting Party shall provide the Non-Contracting Party with notice (1) no less than 90 days Change Notice prior to the scheduled termination date of engaging any agreement with a Third New Third-Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement and (2) immediately after any material breach of any such agreement. Any notice delivered pursuant to Section 2.5(b)(2) shall, to the extent practicable, include a detailed description of the breach, the implications of such breach on the provision of any Services, and the Contracting Party’s planned course of action engagement is reasonably necessary or advisable to provide Services in response to such breach. (c) Each natural disasters, acts of God, fires or terrorist attacks or any event posing an imminent threat to health or human safety, the integrity of the assets operated by the Service Provider shall continue or the Service Recipient’s ability to manage its relationships with any Third Party Provider with the same standard of care as if the Third Party Provider were supporting such Service Provider’s own businessesprovide service to customers.

Third Party Providers. (a) Each Service Provider may use one To the extent that any of the Metris Services or more CPP Services were, prior to the date hereof, and are to be provided under the terms of this Agreement, in whole or in part pursuant to an agreement with a third-party service providers provider, advisor or consultant, Metris or CPP, as applicable, will, and will cause the other Metris Companies or CPP Companies, as applicable, to use its (eachand their) commercially reasonable best efforts to obtain any necessary consents, a “Thirdwaivers and modifications from such third-Party Provider”) party provider, advisor or consultant in order to provide perform the applicable Metris Services under this Agreement with respect to and to or CPP Services described herein Notwithstanding the extent (A) such Services were outsourced or subcontracted prior to the effective date of this Agreement or (B) such Services, or substantially similar services, are outsourced or subcontracted by NAB and its Subsidiaries after the effective date of this Agreement in connection with the operation of one or more of their respective business lines or divisions. Notwithstanding anything in this Agreement to the contraryforegoing, (i) each Service Provider shall cause no Metris Companies will engage any Thirdthird-Party Providers performing party provider, advisor or consultant to provide hereunder any of the Metris Services on such Service Provider’s behalf to adhere that were provided to the terms Business prior to the date hereof by a Metris Company without CPP's prior written consent, unless any such provider, advisor or consultant is otherwise engaged by Metris to provide such Metris Services for Metris' Affiliates; and conditions of this Agreement in performing such Services; (ii) each Service Provider shall be responsible for no CPP Companies will engage any breach third-party provider, advisor or consultant to provide hereunder any of the terms of this Agreement CPP Services that were provided prior to the date hereof by any Third-Party Provider performing Services on such Service Provider’s behalf; and (iii) NAB shall be GWB’s sole point of contact regarding the Services provided by any Third-Party Provider, including with respect to paymenta Metris Company without Metris' prior written consent. (b) If, during at the term end of this Agreement, any agreement between any Service Provider (the “Contracting Party”) and a Third-Party Provider pursuant to applicable Transition Period for Metris Services and/or CPP Services which Services are provided to on behalf of Metris or CPP by a Service Recipient under this Agreement is terminated or not renewed, GWB (the Non-Contracting Party”) shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to secure an agreement with such Third-Party Provider or with another third-party service provider for provider, advisor or consultant, Metris or CPP desire to take over or continue the provision of such Service independent of this Agreement; provided that if relationship with the Nonapplicable third-Contracting Party determines in good faith that it would have an adverse impact on the quality party provider, advisor or continuous availability of such Service or other Services if the Non-Contracting Party were to secure such an agreement at the time of the termination or non-renewalconsultant, the Parties shall reasonably cooperate to identify an alternative solution. In any of the scenarios described in the immediately preceding sentence, the Contracting Party will utilize commercially reasonable efforts to and (i) minimize any service disruption the agreement with the third party is not used by Metris or CPP, as applicable, other than to provide the Metris Services or CPP Services, as applicable, then Metris or CPP shall, at the option of the party to which the Agreement is proposed to be transferred, transfer such agreement to the appropriate CPP Company or Metris Company as soon as practicable after the Transition Period (provided that such transfer is permitted by the third party), in connection with obtaining which case such servicesCPP Company will assume the Metris Companies' obligations under such agreement, or such Metris Company will assume the CPP Companies' obligations under such agreement, as applicable, as of and after the date of transfer; or (ii) assist the Non-Contracting Party in obtaining a quality of service reasonably requested by the Non-Contracting Party and (iii) minimize the cost to the Non-Contracting Party of obtaining such services, provided, that the Contracting Party shall not be obligated to incur any cost or expense in connection with any of clauses (i), (ii) or (iii). If the Non-Contracting Party enters into an agreement with a Third-Party Provider for the provision of any Service third party is used by Metris or CPP, as a result of this Section 2.5(b)applicable, the provision of such Service under this Agreement shall be immediately terminated upon the commencement of in the provision of the relevant services under such agreement Metris Services or CPP Services, as applicable, as well as in other business of the Metris Companies or CPP Companies, then (A) Metris shall use reasonable efforts at CPP's expense to assist CPP in negotiating its own arrangement with a the third-party service provider. The Contracting Party shall provide , advisor or consultant who provided the Non-Contracting Party with notice (1) no less than 90 days prior Metris Services to the scheduled termination date of any agreement CPP Companies; and/or (B) CPP shall use reasonable efforts at Metris' expense to assist Metris in negotiating its own arrangement with a Third Party Provider pursuant to which the third-party provider, advisor or consultant who provided the CPP Services are provided to a Service Recipient under this Agreement and (2) immediately after any material breach of any such agreement. Any notice delivered pursuant to Section 2.5(b)(2) shall, to the extent practicable, include a detailed description of the breach, the implications of such breach on the provision of any Services, and the Contracting Party’s planned course of action in response to such breachMetris Companies. (c) Each Service Provider If after using commercially reasonable efforts to obtain consent, waiver or modification from the third party, as described in clause (a) above, the Metris Companies or CPP Companies, as applicable, fail to obtain any necessary consent, waiver or modification from any third-party provider, advisor or consultant, Metris/CPP shall notify the other party of such failure and shall reasonably cooperate, and cause the other Metris Companies or CPP Companies, as applicable, to reasonably cooperate, with the CPP Companies or Metris Companies, as applicable, to arrange a mutually agreeable alternative to enable the CPP Companies or the Metris Companies to continue to manage its relationships with any Third Party Provider with obtain the same standard of care Metris Services or CPP Services, as if the Third Party Provider were supporting such Service Provider’s own businessesapplicable.

Third Party Providers. (a) Each Service Provider Nuventive may use one Third- Party Providers to offer products or more third-party service providers assist in providing certain aspects of the Software Products or the Professional Services with or without notice to Licensee, including implementation and other consulting services related to Licensee's use of the Software Products (each, a “Third-Party Provider”) to provide the applicable Services under this Agreement with respect to both offline and to the extent (A) such Services were outsourced or subcontracted prior to the effective date of this Agreement or (B) such Services, or substantially similar services, are outsourced or subcontracted by NAB online). These products and its Subsidiaries after the effective date of this Agreement services may work in connection conjunction with the operation Software Products, such as by exchanging data with the Software Products or by offering additional functionality within the user interface of one or more of their respective business lines or divisionsthe Software Products through an API (application programming interface). Notwithstanding anything in this Agreement to the contrary, (i) each Service Provider shall cause any Nuventive may change Third-Party Providers performing or may itself provide the Software Services on or the Professional Services without the assistance of such Service Provider’s behalf to adhere to Third- Party Providers. Licensee agrees that the terms and conditions of this Agreement in performing and any Order Form, including any warranty disclaimers and liability disclaimers, inure to the benefit of such Services; (ii) each Service Provider shall Third-Party Providers and that such Third-Party Providers are deemed to be responsible for any breach of the terms third-party beneficiaries of this Agreement and any Order Form. NUVENTIVE IS NOT AN AGENT OF ANY THIRD-PARTY PROVIDER, AND NUVENTIVE MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH THIRD-PARTY PROVIDER OR ANY PRODUCT OR SERVICE OF ANY THIRD-PARTY PROVIDER, whether or not such products or services are designated by any Third-Party Provider performing Services on such Service Provider’s behalf; Nuventive as compatible, "certified", "validated" or otherwise. Any exchange of data or other interaction between Licensee and (iii) NAB shall be GWB’s sole point of contact regarding the Services provided by any a Third-Party Provider, including with respect and any purchase by Licensee of any product or service offered by such Third-Party Provider, is solely between Licensee and such Third-Party Provider. In addition, from time to payment. time, certain additional functionality (bnot defined as a part of the Software Products) Ifmay be offered by Nuventive to Licensee, during the term of this Agreementfor an additional fee, any agreement between any Service Provider (the “Contracting Party”) and on a pass-through or OEM basis pursuant to terms specified by a Third-Party Provider pursuant and agreed to which Services are provided to by Licensee in connection with a Service Recipient under this Agreement is terminated or not renewed, GWB (the Non-Contracting Party”) shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to secure an agreement with such Third-Party Provider or with another third-party service provider for the provision separate purchase by Licensee of such Service independent additional functionality. Licensee's use of any such additional functionality shall be governed by such terms, which shall prevail in the event of any inconsistency with the terms of this Agreement; provided that if the Non-Contracting Party determines in good faith that it would have an adverse impact on the quality or continuous availability of such Service or other Services if the Non-Contracting Party were to secure such an agreement at the time of the termination or non-renewal, the Parties shall reasonably cooperate to identify an alternative solution. In any of the scenarios described in the immediately preceding sentence, the Contracting Party will utilize commercially reasonable efforts to (i) minimize any service disruption in connection with obtaining such services, (ii) assist the Non-Contracting Party in obtaining a quality of service reasonably requested by the Non-Contracting Party and (iii) minimize the cost to the Non-Contracting Party of obtaining such services, provided, that the Contracting Party shall not be obligated to incur any cost or expense in connection with any of clauses (i), (ii) or (iii). If the Non-Contracting Party enters into an agreement with a Third-Party Provider for the provision of any Service as a result of this Section 2.5(b), the provision of such Service under this Agreement shall be immediately terminated upon the commencement of the provision of the relevant services under such agreement with a third-party service provider. The Contracting Party shall provide the Non-Contracting Party with notice (1) no less than 90 days prior to the scheduled termination date of any agreement with a Third Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement and (2) immediately after any material breach of any such agreement. Any notice delivered pursuant to Section 2.5(b)(2) shall, to the extent practicable, include a detailed description of the breach, the implications of such breach on the provision of any Services, and the Contracting Party’s planned course of action in response to such breach. (c) Each Service Provider shall continue to manage its relationships with any Third Party Provider with the same standard of care as if the Third Party Provider were supporting such Service Provider’s own businesses.

Third Party Providers. (a) Each The Service Provider may Providing Party shall use one commercially reasonable efforts to obtain any required consents, licenses or more approvals of the providers (“Third Party Providers”) of any products or services required to be used in providing any applicable Services pursuant to this Agreement (“Third Party Products and Services”). The Parties understand and agree that provision of any applicable Services requiring the use of any Third Party Products and Services shall be subject to receipt of any required consents, licenses or approvals of the applicable Third Party Providers; provided that if any third-party service providers (eachconsents, a “Third-licenses or approvals are not obtained pursuant to the foregoing, the Service Providing Party Provider”) will, to the extent reasonably practicable, continue to use commercially reasonable efforts to provide (or to cause another applicable member of the Exelon Group or Constellation Group, as applicable, to provide) services that are substantially similar to the applicable Services under this Agreement with respect for which such consent, license or approval was sought but not obtained, subject to and to Section 2.4. For the extent (A) such Services were outsourced or subcontracted prior to the effective date avoidance of this Agreement or (B) such Servicesdoubt, or substantially similar services, are outsourced or subcontracted by NAB and its Subsidiaries after the effective date of this Agreement in connection with the operation of one or more of their respective business lines or divisions. Notwithstanding anything nothing in this Agreement provision shall require the Service Providing Party to be out of compliance with any Contract. The Service Receiving Party shall indemnify and hold harmless the contraryService Providing Party from and against any and all Losses arising out of or resulting from such arrangements or services provided for which such consent, (i) each Service Provider shall cause any Third-Party Providers performing Services on such Service Provider’s behalf to adhere to the terms and conditions of this Agreement in performing such Services; (ii) each Service Provider shall be responsible for any breach of the terms of this Agreement by any Third-Party Provider performing Services on such Service Provider’s behalf; and (iii) NAB shall be GWB’s sole point of contact regarding the Services provided by any Third-Party Provider, including with respect to paymentlicense or approval was sought but not obtained. (b) IfWith respect to the Exelon Services, during (i) Constellation hereby consents to Exelon’s use of any Third Party Provider(s) with respect to such Exelon Services (“Exelon Known Third Party Providers”) and (ii) if, after the term date of this Agreement, any agreement between any Service Provider Exelon reasonably determines that it requires the use of Third Party Providers in addition to the Exelon Known Third Party Providers (the “Contracting PartyAdditional Exelon Third Party Providers”) and a Third-Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement is terminated or not renewedin providing such Exelon Services, GWB (the Non-Contracting Party”) shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to secure an agreement with such Third-Party Provider or with another third-party service provider for the provision of such Service independent Additional Exelon Third Party Providers shall require the written consent of this Agreement; provided that if the Non-Contracting Party determines in good faith that it would have an adverse impact on the quality or continuous availability of Constellation’s Practice Area Executive Leader and, subject to Section 2.3(d), such Service or other Services if the Non-Contracting Party were to secure such an agreement at the time of the termination or non-renewal, the Parties shall reasonably cooperate to identify an alternative solution. In any of the scenarios described in the immediately preceding sentence, the Contracting Party consent will utilize commercially reasonable efforts to (i) minimize any service disruption in connection with obtaining such services, (ii) assist the Non-Contracting Party in obtaining a quality of service reasonably requested by the Non-Contracting Party and (iii) minimize the cost to the Non-Contracting Party of obtaining such services, provided, that the Contracting Party shall not be obligated to incur any cost unreasonably withheld, conditioned or expense in connection with any of clauses (i), (ii) or (iii)delayed. If the Non-Contracting Party enters into an agreement with a Third-Party Provider for the provision of any Service as a result of this Section 2.5(b)consent is not provided by Constellation’s Practice Area Executive Leader and is determined by Exelon to be reasonably necessary, the provision of such Service under this Agreement shall be immediately terminated upon the commencement of the provision of the relevant services under such agreement with a third-party service provider. The Contracting Party shall provide the Non-Contracting Party with notice (1) no less than 90 days prior to the scheduled termination date of any agreement with a Third Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement and (2) immediately after any material breach of any such agreement. Any notice delivered pursuant to Section 2.5(b)(2) shallthen Exelon may, to the extent practicableit reasonably determines as necessary and after notice to the Separation Oversight Committee, include a detailed description of the breach, the implications of pause or stop providing such breach on the provision of any Services, and the Contracting Party’s planned course of action in response to such breachExelon Services that would otherwise require an Additional Exelon Third Party Provider. (c) Each Service Provider shall continue With respect to manage its relationships with the Constellation Services, (i) Exelon hereby consents to Constellation’s use of any Third Party Provider Provider(s) with the same standard of care as if the respect to such Constellation Services (“Constellation Known Third Party Provider were supporting Providers”) and (ii) if, after the date of this Agreement, Constellation reasonably determines that it requires the use of Third Party Providers in addition to the Constellation Known Third Party Providers (“Additional Constellation Third Party Providers”) in providing such Constellation Services, the use of such Additional Constellation Third Party Providers shall require the written consent of Exelon’s Practice Area Executive Leader and, subject to Section 2.3(d), such consent will not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, if consent is not provided by Exelon’s Practice Area Executive Leader and is determined by Constellation to be reasonably necessary, then Constellation may, to the extent it reasonably determines as necessary and after notice to the Separation Oversight Committee, pause or stop providing such Constellation Services that would otherwise require an Additional Constellation Third Party Provider. (d) Notwithstanding the foregoing, in those instances in which the use of Third Party Products and Services will require payment of additional consideration by a Service ProviderReceiving Party and the payment of such additional consideration is not contemplated by this Agreement (including Exhibit A) or has not been previously agreed by the Parties, then (i) the Service Providing Party will provide the Service Receiving Party and the Separation Oversight Committee with thirty (30) calendar days’ prior written notice detailing the amount of such additional consideration and (ii) the Service Receiving Party will then have the option to (A) procure its own Third Party Products and Services at its own expense or (B) upon approval by the Separation Oversight Committee, authorize the Service Providing Party to incur the required additional consideration either pursuant to the billing methodology set forth in Exhibit A or on its behalf and at the Service Receiving Party’s own businessesexpense and such additional consideration will be deemed an applicable Service Cost under this Agreement.

Third Party Providers. (a) Each Service Provider The parties acknowledge and agree that certain Services leased by MCI hereunder may use one or more third-party service providers (each, be delivered on a “Third-portion of the System that is owned by a Third Party Provider”, but is managed by LESSOR as agent of the Third Party Provider. The portion(s) of the System owned by such Third Party Provider(s) as of the Effective Date, and the names of such Third Party Provider(s), are listed on Exhibit F attached hereto. Promptly upon entering into any --------- additional agency arrangements with Third Party Providers, LESSOR shall provide to MCI a revised Exhibit F which shall be attached --------- to this Agreement. (b) With respect to each Third Party Provider, LESSOR represents and warrants that (i) such Third Party Provider is the lawful owner of the applicable portion of the System identified on Exhibit F --------- and has all necessary rights, authority and approvals to provide the Service on such portion of the System in accordance with this Agreement, (ii) LESSOR is the duly authorized agent of such Third Party Provider and has all necessary rights, authority and approvals to market and provide the applicable Services under Service to MCI, as agent of the Third Party Provider, in accordance with this Agreement with respect Agreement, (iii) as agent of the Third Party Provider, LESSOR has the authority to act on behalf of such Third Party Provider and to the extent (A) legally bind such Services were outsourced or subcontracted prior to the effective date of this Agreement or (B) such Services, or substantially similar services, are outsourced or subcontracted by NAB and its Subsidiaries after the effective date of this Agreement in connection with the operation of one or more of their respective business lines or divisions. Notwithstanding anything in this Agreement to the contrary, (i) each Service Third Party Provider shall cause any Third-Party Providers performing Services on such Service Provider’s behalf to adhere to the terms and conditions of this Agreement in performing such Services; (ii) each Service Provider shall be responsible for any breach of the terms of this Agreement by any Third-Party Provider performing Services on such Service Provider’s behalf; Agreement, and (iiiiv) NAB by its signature as agent on the applicable Service Order, LESSOR shall be GWB’s sole point of contact regarding so bind the Services provided by any Third-Third Party Provider, including with respect to payment. (b) If, during the term of this Agreement, any agreement between any Service Provider (the “Contracting Party”) and a Third-Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement is terminated or not renewed, GWB (the Non-Contracting Party”) shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to secure an agreement with such Third-Party Provider or with another third-party service provider for the provision of such Service independent of this Agreement; provided that if the Non-Contracting Party determines in good faith that it would have an adverse impact on the quality or continuous availability of such Service or other Services if the Non-Contracting Party were to secure such an agreement at the time of the termination or non-renewal, the Parties shall reasonably cooperate to identify an alternative solution. In any of the scenarios described in the immediately preceding sentence, the Contracting Party will utilize commercially reasonable efforts to (i) minimize any service disruption in connection with obtaining such services, (ii) assist the Non-Contracting Party in obtaining a quality of service reasonably requested by the Non-Contracting Party and (iii) minimize the cost to the Non-Contracting Party of obtaining such services, provided, that the Contracting Party shall not be obligated to incur any cost or expense in connection with any of clauses (i), (ii) or (iii). If the Non-Contracting Party enters into an agreement with a Third-Party Provider for the provision of any Service as a result of this Section 2.5(b), the provision of such Service under this Agreement shall be immediately terminated upon the commencement of the provision of the relevant services under such agreement with a third-party service provider. The Contracting Party shall provide the Non-Contracting Party with notice (1) no less than 90 days prior to the scheduled termination date of any agreement with a Third Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement and (2) immediately after any material breach of any such agreement. Any notice delivered pursuant to Section 2.5(b)(2) shall, to the extent practicable, include a detailed description of the breach, the implications of such breach on the provision of any Services, and the Contracting Party’s planned course of action in response to such breach. (c) Each Service Provider shall LESSOR assumes all liability for and indemnifies, defends and holds MCI harmless from and against any liability, loss, cost, damage, expense, claim or cause of action resulting from (i) a breach by LESSOR of any of the representations and warranties set forth in subparagraph (b) above, (ii) the inaccuracy or incorrectness of any of the representations and warranties set forth in subparagraph (b) above, or (iii) the inability of LESSOR to continue to manage its relationships provide Service in accordance with any this Agreement (for reasons other than a force majeure event, which shall be governed by Article 17 of this Agreement, or an Interruption of Service, which shall be governed by Article 7 of this Agreement) on a portion of the System owned by a Third Party Provider (e.g., Service can no longer be provided on a Third Party Provider's system because of a termination or expiration of LESSOR's agency arrangement with the same standard of care as if the Third Party Provider were supporting such Service Provider’s own businesses).

Third Party Providers. (a) Each With respect to any Service Provider may that is outsourced to third parties as of the date of this Agreement, Seller shall use one or more third-party service providers its commercially reasonable efforts to secure the provision of such services by such third parties (each, a “Third-Party Provider”) to provide the applicable Services under this Agreement Service Recipient, but in each case, only in accordance with respect to and to the extent (A) such Services were outsourced or subcontracted prior to the effective date of this Agreement or (B) such Services, or substantially similar services, are outsourced or subcontracted by NAB and its Subsidiaries after the effective date of this Agreement in connection with the operation of one or more of their respective business lines or divisions. Notwithstanding anything in this Agreement to the contrary, (i) each Service Provider shall cause any Third-Party Providers performing Services on such Service Provider’s behalf to adhere to the terms and conditions of this Agreement Agreement; provided that Seller shall not be obligated to incur any cost or expense in performing such Services; (ii) each Service Provider shall be responsible for any breach connection with securing the provision of the terms of this Agreement by any Third-Party Provider performing Services on such Service Provider’s behalf; and (iii) NAB shall be GWB’s sole point of contact regarding the Services provided services by any Third-Party Provider, including with respect to payment. (b) . If, during the term of this Agreement, any agreement between Seller or any Service Provider (the “Contracting Party”) of its Affiliates and a Third-Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement is terminated or not renewed, GWB (the Non-Contracting Party”) Purchaser shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to secure an agreement with such Third-Party Provider or with another third-party service provider for the provision of such Service independent of this AgreementAgreement and in the event Purchaser is not able to secure an agreement with such Third-Party Provider to provide such Services to the applicable Service Recipient, Purchaser and Seller will reasonably cooperate, and Purchaser shall use its commercially reasonable efforts, to obtain substantially similar services from another source; provided that if the Non-Contracting Party Purchaser determines in good faith that it would have an adverse impact on the quality or continuous availability of such Service or other Services if the Non-Contracting Party Purchaser were to secure such an agreement at the time of the termination or non-renewal, the Parties Purchaser and Seller shall reasonably cooperate to identify an alternative solution. In any of the scenarios described in the immediately preceding sentence, the Contracting Party Seller will utilize commercially reasonable efforts to (iA) minimize any service disruption in connection with obtaining such services, (iiB) assist Purchaser or the Non-Contracting Party applicable Service Recipient in obtaining a quality of service reasonably requested by Purchaser or the Non-Contracting Party applicable Service Recipient and (iiiC) minimize the cost to the Non-Contracting Party Purchaser of obtaining such services, provided, that the Contracting Party Seller shall not be obligated to incur any cost or expense in connection with any of clauses (iA), (iiB) or (iiiC). If the Non-Contracting Party Purchaser or any of its Affiliates enters into an agreement with a Third-Party Provider for the provision of any Service as a result of this Section 2.5(b2.6(a), the provision of such Service under this Agreement shall be immediately terminated upon the commencement of the provision of the relevant services under such agreement with a thirdThird-party service provider. The Contracting Party shall provide the Non-Contracting Party with notice (1) no less than 90 days prior to the scheduled termination date of any agreement with a Third Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement and (2) immediately after any material breach of any such agreement. Any notice delivered pursuant to Section 2.5(b)(2) shall, to the extent practicable, include a detailed description of the breach, the implications of such breach on the provision of any Services, and the Contracting Party’s planned course of action in response to such breachProvider. (cb) Each Service Provider Seller shall continue to manage its relationships with any Third Third-Party Provider with the same standard of care as if the Third Third-Party Provider were supporting such Service ProviderSeller’s own businessesbusiness.