Common use of Vendor Contracts Clause in Contracts

Vendor Contracts. (a) ASO Contracts, Group Insurance Policies, HMO Agreements and Letters of Understanding (1) Before the Distribution Date, PepsiCo shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement and letters of understanding and arrangements in existence as of the date of this Agreement to permit TRICON to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement or letters of understanding and arrangements from Immediately after the Distribution Date through December 31, 1998. PepsiCo, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements and letters of understanding and arrangements into which PepsiCo enters after the date of this Agreement, but before the Close of the Distribution Date, to allow TRICON to participate in the terms and conditions thereof. Nothing contained in this Section 5.5(a) shall preclude PepsiCo from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements or other letters of understandings and arrangements with new or different vendors. (2) PepsiCo shall have the right to determine, and shall promptly notify TRICON of, the manner in which TRICON's participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated. The permissible ways in which TRICON's participation may be effectuated include, but are not limited to, automatically making TRICON a party to the ASO Contracts, Group Insurance Policies, HMO Agreement or letters of understanding and arrangements or obligating the third party to enter into a separate ASO Contract, Group Insurance Policy, or HMO Agreement or letters of understanding and arrangements with TRICON providing (to the extent practicable and agreeable to such third party) for the same terms and conditions as are contained in the ASO Contracts, Group Insurance Policies, HMO Agreements and letters of understanding and arrangements to which PepsiCo is a party. Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures, reporting requirements and target claims. TRICON hereby authorizes PepsiCo to act on its behalf to extend to TRICON the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements and letters of understanding and arrangements. TRICON shall fully cooperate with PepsiCo in such efforts, and, for periods through December 31, 1998, TRICON shall not perform any act, including discussing any alternative arrangements with any third party, that would prejudice PepsiCo's efforts.

Vendor Contracts. (a) ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, and Letters of Understanding (1) Before the Distribution Date, PepsiCo Acuity shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement Agreement, letter of understanding, and letters of understanding and arrangements arrangement in existence as of the date of this Agreement to permit TRICON SpinCo to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement Agreement, letter of understanding, or letters of understanding and arrangements arrangement from Immediately after the Distribution Date through December August 31, 19982008. PepsiCoThe methodology used to allocate costs between SpinCo and Acuity under such policies and arrangements prior to the Distribution Date shall remain the same after the Distribution Date. The participation by SpinCo in such policy or arrangement shall relate to the SpinCo Health and Welfare Plan and SpinCo shall have all fiduciary responsibilities under ERISA with respect to the participation by the SpinCo Health and Welfare Plan in such policies or arrangements. Alternatively, with respect to any of such policies or arrangements, Acuity may take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement EMPLOYEE BENEFITS AGREEMENT covering SpinCo that mirrors substantively that covering Acuity. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. Acuity, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements and Agreements, letters of understanding understanding, and arrangements into which PepsiCo Acuity enters after the date of this Agreement, but before the Close of the Distribution Date, Agreement to allow TRICON SpinCo to participate in the terms and conditions thereof. Nothing contained in this Section 5.5(a5.2(a) shall preclude PepsiCo Acuity from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, letters of understanding, or other letters of understandings and arrangements with new or different vendors; provided, until August 31, 2008, Acuity shall give SpinCo advance notice of any decision to change or add vendors. Furthermore, nothing contained in this paragraph (1) shall require Acuity to use more than its reasonable best efforts in complying with the provisions of the first four sentences of this paragraph (1). (2) PepsiCo Acuity shall have the right to determine, and shall promptly notify TRICON SpinCo of, the manner in which TRICON's SpinCo’s participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated. The permissible ways in which TRICON's participation may be effectuated include; provided, but are not limited tohowever, automatically making TRICON a party Acuity shall use its best efforts to the ASO Contracts, Group Insurance Policies, HMO Agreement or letters of understanding and arrangements or obligating the third party accommodate any reasonable needs communicated to enter into a separate ASO Contract, Group Insurance Policy, or HMO Agreement or letters of understanding and arrangements with TRICON providing (to the extent practicable and agreeable to such third party) for the same terms and conditions as are contained in the ASO Contracts, Group Insurance Policies, HMO Agreements and letters of understanding and arrangements to which PepsiCo is a partyAcuity by SpinCo that relate thereto. Such terms and conditions shall include the financial and termination provisions, performance standards, methodologymethodologies, auditing policies, quality measures, reporting requirements requirements, and target claims. TRICON SpinCo hereby authorizes PepsiCo Acuity to act on its behalf to extend to TRICON SpinCo the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, and letters of understanding and arrangements. TRICON SpinCo shall fully cooperate with PepsiCo Acuity in such efforts, and, for periods through December August 31, 19982008, TRICON SpinCo shall not perform any act, including discussing act or fail to take any alternative arrangements with any third party, action that would prejudice PepsiCo's effortsAcuity’s efforts and financial arrangements under the Health and Welfare Plans (other than taking reasonable steps to enter into replacement ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements for periods after August 31, 2008).

Vendor Contracts. (aA) ASO ContractsCONTRACTS, Group Insurance PoliciesGROUP INSURANCE POLICIES, HMO Agreements and Letters of UnderstandingAGREEMENTS, AND LETTERS OF UNDERSTANDING (1) Before the Distribution Date, PepsiCo NSI shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement Agreement, letter of understanding, and letters of understanding and arrangements arrangement in existence as of the date of this Agreement to permit TRICON Spinco to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement Agreement, letter of understanding, or letters of understanding and arrangements arrangement from Immediately after the Distribution Date through [December 31, 19982002]. PepsiCoAlternatively, NSI shall take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement covering Spinco that mirrors substantively that covering NSI. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. NSI, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements and Agreements, letters of understanding understanding, and arrangements into which PepsiCo NSI enters after the date of this Agreement, but before the Close of the Distribution Date, Agreement to allow TRICON Spinco to participate in the terms and conditions thereof. Nothing contained in this Section 5.5(a5.2(a) shall preclude PepsiCo NSI from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, letters of understanding, or other letters of understandings and arrangements with new or different vendors; provided, until [December 31, 2002], NSI shall give Spinco advance notice of any decision to change or add vendors. Furthermore, nothing contained in this paragraph (1) shall require NSI to use more than its reasonable best efforts in complying with the provisions of the first and second sentence of this paragraph (1). (2) PepsiCo NSI shall have the right to determine, and shall promptly notify TRICON Spinco of, the manner in which TRICONSpinco's participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated. The permissible ways in which TRICON's participation may be effectuated include; provided, but are not limited tohowever, automatically making TRICON a party NSI shall use its best efforts to the ASO Contracts, Group Insurance Policies, HMO Agreement or letters of understanding and arrangements or obligating the third party accommodate any EMPLOYEE BENEFITS AGREEMENT reasonable needs communicated to enter into a separate ASO Contract, Group Insurance Policy, or HMO Agreement or letters of understanding and arrangements with TRICON providing (to the extent practicable and agreeable to such third party) for the same terms and conditions as are contained in the ASO Contracts, Group Insurance Policies, HMO Agreements and letters of understanding and arrangements to which PepsiCo is a partyNSI by Spinco that relate thereto. Such terms and conditions shall include the financial and termination provisions, performance standards, methodologymethodologies, auditing policies, quality measures, reporting requirements requirements, and target claims. TRICON Spinco hereby authorizes PepsiCo NSI to act on its behalf to extend to TRICON Spinco the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, and letters of understanding and arrangements. TRICON Spinco shall fully cooperate with PepsiCo NSI in such efforts, and, for periods through [December 31, 19982002], TRICON Spinco shall not perform any act, including discussing act or fail to take any alternative arrangements with any third party, action that would prejudice PepsiCoNSI's effortsefforts and financial arrangements under the Health and Welfare Plans (other than taking reasonable steps to enter into replacement ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements for periods after [December 31, 2002], which steps shall not commence publicly prior to [January 1, 2002]).

Vendor Contracts. (a) ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, and Letters of Understanding (1) Before the Distribution Date, PepsiCo Equifax shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement Agreement, letter of understanding, and letters of understanding and arrangements arrangement in existence as of the date of this Agreement to permit TRICON Certegy to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement Agreement, letter of understanding, or letters of understanding and arrangements arrangement from Immediately after the Distribution Date through December 31, 19982002. PepsiCoAlternatively, Equifax shall take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement covering Certegy that mirrors substantively that covering Equifax. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. Equifax, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements and Agreements, letters of understanding understanding, and arrangements into which PepsiCo Equifax enters after the date of this Agreement, but before the Close of the Distribution Date, Agreement to allow TRICON Certegy to participate in the terms and conditions thereof. Nothing contained in this Section 5.5(a5.05(a) shall preclude PepsiCo Equifax from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, letters of understandings, or other letters of understandings and arrangements with new or different vendors. Furthermore, nothing contained in this paragraph (1) shall require Equifax to use more than its reasonable best efforts in complying with the provisions of the first and second sentence of this paragraph (1). (2) PepsiCo Equifax shall have the right to determine, and shall promptly notify TRICON Certegy of, the manner in which TRICONCertegy's participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated. The permissible ways in which TRICON's participation may be effectuated include; provided, but are not limited tohowever, automatically making TRICON a party Equifax -------- ------- shall use its best efforts to the ASO Contracts, Group Insurance Policies, HMO Agreement or letters of understanding and arrangements or obligating the third party accommodate any reasonable needs communicated to enter into a separate ASO Contract, Group Insurance Policy, or HMO Agreement or letters of understanding and arrangements with TRICON providing (to the extent practicable and agreeable to such third party) for the same terms and conditions as are contained in the ASO Contracts, Group Insurance Policies, HMO Agreements and letters of understanding and arrangements to which PepsiCo is a partyEquifax by Certegy that relate thereto. Such terms and conditions shall include the financial and termination provisions, performance standards, methodologymethodologies, auditing policies, quality measures, reporting requirements requirements, and target claims. TRICON Certegy hereby authorizes PepsiCo Equifax to act on its behalf to extend to TRICON Certegy the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, and letters of understanding and arrangements. TRICON Certegy shall fully cooperate with PepsiCo Equifax in such efforts, and, for periods through December 31, 19982002, TRICON Certegy shall not perform any act, including discussing act or fail to take any alternative arrangements with any third party, action that would prejudice PepsiCoEquifax's effortsefforts and financial arrangements under the Health and Welfare Plans (other than taking reasonable steps to enter into replacement ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements for periods after December 31, 2002, which steps shall not commence publicly prior to January 1, 2002).

Vendor Contracts. (a) ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, and Letters of Understanding (1) Before the Distribution Date, PepsiCo Equifax shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement Agreement, letter of understanding, and letters of understanding and arrangements arrangement in existence as of the date of this Agreement to permit TRICON Certegy to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement Agreement, letter of understanding, or letters of understanding and arrangements arrangement from Immediately after the Distribution Date through December 31, 19982002. PepsiCoAlternatively, Equifax shall take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement covering Certegy that mirrors substantively that covering Equifax. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. Equifax, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements and Agreements, letters of understanding understanding, and arrangements into which PepsiCo Equifax enters after the date of this Agreement, but before the Close of the Distribution Date, Agreement to allow TRICON Certegy to participate in the terms and conditions thereof. Nothing contained in this Section 5.5(a5.05(a) shall preclude PepsiCo Equifax from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, letters of understandings, or other letters of understandings and arrangements with new or different vendors. Furthermore, nothing contained in this paragraph (1) shall require Equifax to use more than its reasonable best efforts in complying with the provisions of the first and second sentence of this paragraph (1). (2) PepsiCo Equifax shall have the right to determine, and shall promptly notify TRICON Certegy of, the manner in which TRICONCertegy's participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated. The permissible ways in which TRICON's participation may be effectuated include; provided, but are not limited tohowever, automatically making TRICON a party Equifax shall use its best efforts to the ASO Contracts, Group Insurance Policies, HMO Agreement or letters of understanding and arrangements or obligating the third party -------- ------- accommodate any reasonable needs communicated to enter into a separate ASO Contract, Group Insurance Policy, or HMO Agreement or letters of understanding and arrangements with TRICON providing (to the extent practicable and agreeable to such third party) for the same terms and conditions as are contained in the ASO Contracts, Group Insurance Policies, HMO Agreements and letters of understanding and arrangements to which PepsiCo is a partyEquifax by Certegy that relate thereto. Such terms and conditions shall include the financial and termination provisions, performance standards, methodologymethodologies, auditing policies, quality measures, reporting requirements requirements, and target claims. TRICON Certegy hereby authorizes PepsiCo Equifax to act on its behalf to extend to TRICON Certegy the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, and letters of understanding and arrangements. TRICON Certegy shall fully cooperate with PepsiCo Equifax in such efforts, and, for periods through December 31, 19982002, TRICON Certegy shall not perform any act, including discussing act or fail to take any alternative arrangements with any third party, action that would prejudice PepsiCoEquifax's effortsefforts and financial arrangements under the Health and Welfare Plans (other than taking reasonable steps to enter into replacement ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements for periods after December 31, 2002, which steps shall not commence publicly prior to January 1, 2002).

Vendor Contracts. (a) ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, and Letters of Understanding (1) Before the Distribution Date, PepsiCo Acuity shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement Agreement, letter of understanding, and letters of understanding and arrangements arrangement in existence as of the date of this Agreement to permit TRICON SpinCo to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement Agreement, letter of understanding, or letters of understanding and arrangements arrangement from Immediately after the Distribution Date through December August 31, 19982008. PepsiCoThe methodology used to allocate costs between SpinCo and Acuity under such policies and arrangements prior to the Distribution Date shall remain the same after the Distribution Date. The participation by SpinCo in such policy or arrangement shall relate to the SpinCo Health and Welfare Plan and SpinCo shall have all fiduciary responsibilities under ERISA with respect to the participation by the SpinCo Health and Welfare Plan in such policies or arrangements. Alternatively, with respect to any of such policies or arrangements, Acuity may take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement covering SpinCo that mirrors substantively that covering Acuity. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. Acuity, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements and Agreements, letters of understanding understanding, and arrangements into which PepsiCo Acuity enters after the date of this Agreement, but before the Close of the Distribution Date, Agreement to allow TRICON SpinCo to participate in the terms and conditions thereof. Nothing contained in this Section 5.5(a5.2(a) shall preclude PepsiCo Acuity from choosing to enter into ASO Contracts, EMPLOYEE BENEFITS AGREEMENT Group Insurance Policies, HMO Agreements Agreements, letters of understanding, or other letters of understandings and arrangements with new or different vendors; provided, until August 31, 2008, Acuity shall give SpinCo advance notice of any decision to change or add vendors. Furthermore, nothing contained in this paragraph (1) shall require Acuity to use more than its reasonable best efforts in complying with the provisions of the first four sentences of this paragraph (1). (2) PepsiCo Acuity shall have the right to determine, and shall promptly notify TRICON SpinCo of, the manner in which TRICON's SpinCo’s participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated. The permissible ways in which TRICON's participation may be effectuated include; provided, but are not limited tohowever, automatically making TRICON a party Acuity shall use its best efforts to the ASO Contracts, Group Insurance Policies, HMO Agreement or letters of understanding and arrangements or obligating the third party accommodate any reasonable needs communicated to enter into a separate ASO Contract, Group Insurance Policy, or HMO Agreement or letters of understanding and arrangements with TRICON providing (to the extent practicable and agreeable to such third party) for the same terms and conditions as are contained in the ASO Contracts, Group Insurance Policies, HMO Agreements and letters of understanding and arrangements to which PepsiCo is a partyAcuity by SpinCo that relate thereto. Such terms and conditions shall include the financial and termination provisions, performance standards, methodologymethodologies, auditing policies, quality measures, reporting requirements requirements, and target claims. TRICON SpinCo hereby authorizes PepsiCo Acuity to act on its behalf to extend to TRICON SpinCo the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, and letters of understanding and arrangements. TRICON SpinCo shall fully cooperate with PepsiCo Acuity in such efforts, and, for periods through December August 31, 19982008, TRICON SpinCo shall not perform any act, including discussing act or fail to take any alternative arrangements with any third party, action that would prejudice PepsiCo's effortsAcuity’s efforts and financial arrangements under the Health and Welfare Plans (other than taking reasonable steps to enter into replacement ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements for periods after August 31, 2008).

Vendor Contracts. (a) ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, and Letters of Understanding (1) Before the Distribution Date, PepsiCo Equifax shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement Agreement, letter of understanding, and letters of understanding and arrangements arrangement in existence as of the date of this Agreement to permit TRICON PSI to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement Agreement, letter of understanding, or letters of understanding and arrangements arrangement from Immediately after the Distribution Date through December 31, 19982002. PepsiCoAlternatively, Equifax shall take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement covering PSI that mirrors substantively that covering Equifax. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. Equifax, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements and Agreements, letters of understanding understanding, and arrangements into which PepsiCo Equifax enters after the date of this Agreement, but before the Close of the Distribution Date, Agreement to allow TRICON PSI to participate in the terms and conditions thereof. Nothing contained in this Section 5.5(a5.05(a) shall preclude PepsiCo Equifax from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, letters of understandings, or other letters of understandings and arrangements with new or different vendors. Furthermore, nothing contained in this paragraph (1) shall require Equifax to use more than its reasonable best efforts in complying with the provisions of the first and second sentence of this paragraph (1). (2) PepsiCo Equifax shall have the right to determine, and shall promptly notify TRICON PSI of, the manner in which TRICONPSI's participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated. The permissible ways in which TRICON's participation may be effectuated include; provided, but are not limited tohowever, automatically making TRICON a party Equifax shall use its best efforts to the ASO Contracts, Group Insurance Policies, HMO Agreement or letters of understanding and arrangements or obligating the third party accommodate any ----------------- reasonable needs communicated to enter into a separate ASO Contract, Group Insurance Policy, or HMO Agreement or letters of understanding and arrangements with TRICON providing (to the extent practicable and agreeable to such third party) for the same terms and conditions as are contained in the ASO Contracts, Group Insurance Policies, HMO Agreements and letters of understanding and arrangements to which PepsiCo is a partyEquifax by PSI that relate thereto. Such terms and conditions shall include the financial and termination provisions, performance standards, methodologymethodologies, auditing policies, quality measures, reporting requirements requirements, and target claims. TRICON PSI hereby authorizes PepsiCo Equifax to act on its behalf to extend to TRICON PSI the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, and letters of understanding and arrangements. TRICON PSI shall fully cooperate with PepsiCo Equifax in such efforts, and, for periods through December 31, 19982002, TRICON PSI shall not perform any act, including discussing act or fail to take any alternative arrangements with any third party, action that would prejudice PepsiCoEquifax's effortsefforts and financial arrangements under the Health and Welfare Plans (other than taking reasonable steps to enter into replacement ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements for periods after December 31, 2002, which steps shall not commence publicly prior to January 1, 2002).

Vendor Contracts. (aA) ASO ContractsCONTRACTS, Group Insurance PoliciesGROUP INSURANCE POLICIES, HMO Agreements and Letters of UnderstandingAGREEMENTS, AND LETTERS OF UNDERSTANDING (1) Before the Distribution Date, PepsiCo NSI shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement Agreement, letter of understanding, and letters of understanding and arrangements arrangement in existence as of the date of this Agreement to permit TRICON Spinco to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement Agreement, letter of understanding, or letters of understanding and arrangements arrangement from Immediately after the Distribution Date through December 31, 19982002. PepsiCoAlternatively, NSI shall take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement covering Spinco that mirrors substantively that covering NSI. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. NSI, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements and Agreements, letters of understanding understanding, and arrangements into which PepsiCo NSI enters after the date of this Agreement, but before the Close of the Distribution Date, Agreement to allow TRICON Spinco to participate in the terms and conditions thereof. Nothing contained in this Section 5.5(a5.2(a) shall preclude PepsiCo NSI from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, letters of understanding, or other letters of understandings and arrangements with new or different vendors; provided, until December 31, 2002, NSI shall give Spinco advance notice of any decision to change or add vendors. Furthermore, nothing contained in this paragraph (1) shall require NSI to use more than its reasonable best efforts in complying with the provisions of the first and second sentence of this paragraph (1). (2) PepsiCo NSI shall have the right to determine, and shall promptly notify TRICON Spinco of, the manner in which TRICONSpinco's participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated. The permissible ways in which TRICON's participation may be effectuated include; provided, but are not limited tohowever, automatically making TRICON a party NSI shall use its best efforts to the ASO Contracts, Group Insurance Policies, HMO Agreement or letters of understanding and arrangements or obligating the third party accommodate any EMPLOYEE BENEFITS AGREEMENT reasonable needs communicated to enter into a separate ASO Contract, Group Insurance Policy, or HMO Agreement or letters of understanding and arrangements with TRICON providing (to the extent practicable and agreeable to such third party) for the same terms and conditions as are contained in the ASO Contracts, Group Insurance Policies, HMO Agreements and letters of understanding and arrangements to which PepsiCo is a partyNSI by Spinco that relate thereto. Such terms and conditions shall include the financial and termination provisions, performance standards, methodologymethodologies, auditing policies, quality measures, reporting requirements requirements, and target claims. TRICON Spinco hereby authorizes PepsiCo NSI to act on its behalf to extend to TRICON Spinco the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements Agreements, and letters of understanding and arrangements. TRICON Spinco shall fully cooperate with PepsiCo NSI in such efforts, and, for periods through December 31, 19982002, TRICON Spinco shall not perform any act, including discussing act or fail to take any alternative arrangements with any third party, action that would prejudice PepsiCoNSI's effortsefforts and financial arrangements under the Health and Welfare Plans (other than taking reasonable steps to enter into replacement ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements for periods after December 31, 2002, which steps shall not, unless the parties otherwise agree, commence publicly prior to January 1, 2002).