Common use of Service Facilities Clause in Contracts

Service Facilities. Supplier and its Affiliates will supply or provide the Services only at or from the following locations (collectively, the “Approved Service Facilities”): (i) the Ascension Health Facilities identified in the applicable Supplement, but only for the Services or categories of Services contemplated to be provided in such Supplement; or (ii) the Supplier Facilities, as identified in Exhibit 7, but only for the Services or categories of Services set forth in Exhibit 7 (as described in (i) and (ii), such Services or categories of Services for any particular Approved Service Facility, the “Approved Service Types”). Supplier’s Subcontractors will supply or provide the Services only at or from service locations (A) set forth in Exhibit 7, (B) that are Ascension Health Facilities or (C) that are otherwise permitted by applicable Law (x) within the United States and India, from which Supplier or the applicable Subcontractor provided services under the Prior MPSA, provided that any change in service location is approved in advance by Ascension Health, which approval shall not be unreasonably withheld, conditioned or delayed, or (y) within any other country, provided that any change in service location is approved in advance by Ascension Health, in Ascension Health’s sole discretion. For the avoidance of doubt and without limitation, Section 20.9 shall apply to the preceding sentence. (a) Notwithstanding the foregoing: (i) Addition of Services or Categories of Services to an Approved Service Facility: If Supplier requests to add any particular Service or category of Service as an Approved Service Type for any then-existing Approved Service Facility, then (1) Supplier shall provide at least [**] days advance written notice to Ascension Health of its intent to provide such additional Service or category of Service from the applicable Approved Supplier Facility, (2) Supplier shall provide Ascension Health with a detailed description of the Service or category of Service to be added and such other information as Ascension Health may reasonably request, including the Service Levels that would be applicable to such Service or category of Service, and (3) such request must be approved by Ascension Health, which approval shall not be unreasonably withheld, conditioned or delayed; provided that it shall always be reasonable for Ascension Health to withhold its consent with respect to any such request if, after engaging in good faith discussions with Supplier, it has reasonable concerns regarding whether the use of such Approved Service Facility for an additional Service or category of Service is compliant with applicable Law and/or any requirements of this Agreement. Upon such approval being granted, the Parties shall update Exhibit 7 or the relevant Supplement, as applicable, to add such approved Service or category of Service as an Approved Service Type for the applicable Approved Service Facility. (ii) Physical Expansion or Modification of a Supplier Facility: Supplier may physically modify or expand any then-existing Supplier Facility, including through moving to (or adding) new floors, or moving to (or adding) new buildings that are within the same Metropolitan Region as the original Supplier Facility, provided that (1) there is no resulting change in the number of Approved Service Types at the modified or expanded Supplier Facility, and (2) Supplier provides Ascension Health with prior written notice of its intention to undertake such modification or expansion. Upon Supplier providing such notice, all such modified or expanded facilities shall be considered to be part of the original Supplier Facility and the Parties shall make any necessary [**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. (iii) Moving an Approved Service Type between Approved Service Facilities: Supplier may, in its sole discretion and with [**] days prior written notice to Ascension Health, move the provision of any Service or category of Service from any Approved Service Facility to another Approved Service Facility, provided that such Service or category of Service is an Approved Service Type at the destination Approved Service Facility.

Service Facilities. Supplier and its Affiliates will supply or provide the (i) The Services only shall be provided at or from the following locations (collectively, the “Approved Service Facilities”): (i) the Ascension Health ABM Facilities identified in the applicable Supplementdescribed on Schedule O.1, but only for the Services or categories of Services contemplated to be provided in such Supplement; or (ii) the Supplier Facilities, as identified in Exhibit 7, but only for the Services or categories of Services set forth in Exhibit 7 Facilities described on Schedule O.2 (as described in (i) and (iisuch Schedule is amended from time to time with ABM’s prior approval), such Services or categories each of Services for any particular Approved Service Facility, the “Approved Service Types”). Supplier’s Subcontractors will supply or provide the Services only at or from service locations (A) set forth in Exhibit 7, (B) that are Ascension Health Facilities or (C) that are otherwise permitted by applicable Law (x) within the United States and India, from which Supplier or the applicable Subcontractor provided services under the Prior MPSA, provided that any change in service location is must be approved in advance by Ascension HealthABM, which or (iii) any other service location approved by Supplier and ABM. Supplier shall provide ABM with reasonable notice of its intention to relocate the provision of a Service to a new or different Supplier Facility not identified on Schedule O.2 and shall obtain ABM’s approval prior to doing so (provided that Supplier shall not be unreasonably withheldobligated to obtain ABM’s approval with respect to Supplier Facilities to which Section 6.1(a)(ii) applies). Supplier shall notify ABM in advance of any new or additional Service Taxes for which ABM would be financially responsible associated with the provision of Services from new or changed service location(s). ABM shall be entitled to withhold approval of any such new or changed service location in its sole discretion if the delivery of Services from such new or changed service location would (i) result in new or additional Services Taxes for which ABM would be financially responsible under this Agreement (unless Supplier assumes financial responsibility for such new or additional Service Taxes), conditioned (ii) result in the delivery of Services from locations or delayedby personnel outside the United States, or (yiii) within any other country, provided that any change have an adverse impact or require changes as described in service location is approved in advance by Ascension Health, in Ascension Health’s sole discretion. For the avoidance of doubt and without limitation, Section 20.9 shall apply to the preceding sentence. (a) Notwithstanding the foregoing: (i) Addition of Services or Categories of Services to an Approved Service Facility: If Supplier requests to add any particular Service or category of Service as an Approved Service Type for any then-existing Approved Service Facility, then (1) Supplier shall provide at least [**] days advance written notice to Ascension Health of its intent to provide such additional Service or category of Service from the applicable Approved Supplier Facility, (2) Supplier shall provide Ascension Health with a detailed description of the Service or category of Service to be added and such other information as Ascension Health may reasonably request, including the Service Levels that would be applicable to such Service or category of Service, and (3) such request must be approved by Ascension Health, which approval shall not be unreasonably withheld, conditioned or delayed; provided that it shall always be reasonable for Ascension Health to withhold its consent with respect to any such request if, after engaging in good faith discussions with Supplier, it has reasonable concerns regarding whether the use of such Approved Service Facility for an additional Service or category of Service is compliant with applicable Law and/or any requirements of this Agreement. Upon such approval being granted, the Parties shall update Exhibit 7 or the relevant Supplement, as applicable, to add such approved Service or category of Service as an Approved Service Type for the applicable Approved Service Facility9.6(c). (ii) Physical Expansion or Modification of a Supplier Facility: Notwithstanding Section 6.1(a)(i) above, Supplier may physically modify or expand any then-existing relocate Services from an approved Supplier Facility, including through moving to (or adding) new floors, or moving to (or adding) new buildings that are within the same Metropolitan Region as the original Supplier Facility, provided that (1) there is no resulting change Facility in the number of Approved Service Types at United States to another Supplier Facility in the modified or expanded Supplier FacilityUnited States, and provided: (2A) Supplier provides Ascension Health with notice to ABM at least sixty (60) days prior written notice to the effective date of its intention such relocation; (B) the Supplier Facility to undertake such modification or expansion. Upon Supplier providing such notice, all such modified or expanded facilities shall be considered which the Services are to be part relocated is comparable or superior in all material respects to the approved Supplier Facility from which such Services had previously been performed; (C) the Supplier Facility to which the Services are to be relocated complies with all relevant requirements and Supplier obligations under this Agreement; (D) the Supplier Facility to which the Services are to be relocated presents no greater risk from a disaster recovery or business continuity perspective; (E) Supplier promptly provides ABM with information and documentation demonstrating that such Supplier Facility complies with the criteria specified in Subsections (B), (C) and (D) and provides ABM with a reasonable opportunity to independently verify such compliance; (F) Supplier remedies any known non-compliance with the criteria specified in Subsections (B), (C) and (D) prior to relocating the Services in question; and (G) Supplier agrees to be financially responsible for any additional costs, taxes or expenses related to or resulting from such relocation, including any costs or expenses (e.g., audit or S▇▇▇▇▇▇▇-▇▇▇▇▇ compliance costs) incurred or experienced by ABM or any Eligible Recipient as a result of such relocation; provided that, within thirty (30) days after ABM has been notified of the original potential relocation, ABM notifies Supplier Facility and the Parties shall make any necessary [**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. (iii) Moving an Approved Service Type between Approved Service Facilities: Supplier may, in its sole discretion and with [**] days prior written notice to Ascension Health, move the provision of any Service ABM controlled costs and expenses (excluding any taxes) that will be incurred or category experienced by ABM or any Eligible Recipient as a result of Service from any Approved Service Facility to another Approved Service Facility, provided that such Service or category of Service is an Approved Service Type at the destination Approved Service Facilityrelocation.

Service Facilities. (i) Supplier and its Affiliates will supply or and Subcontractors shall provide the Services only at or from the following locations (collectively, the “Approved Service Facilities”): (i) the Ascension Health New Century Facilities identified in the applicable Supplementdescribed on Exhibit 7, but only for the Services or categories of Services contemplated to be provided in such Supplement; or (ii) the Supplier FacilitiesFacilities described on Exhibit 8, as identified in Exhibit 7, but only for the Services or categories of Services set forth in Exhibit 7 (as described in (i) and (ii), such Services or categories of Services for any particular Approved Service Facility, the “Approved Service Types”). Supplier’s Subcontractors will supply or provide the Services only at or from service locations (A) set forth in Exhibit 7, (B) that are Ascension Health Facilities or (Ciii) that are otherwise permitted any other service location approved by applicable Law New Century. Supplier shall provide New Century with reasonable notice of its intention to relocate the provision of a Service to a new or different Supplier Facility not identified on Exhibit 8 and shall obtain New Century’s approval prior to doing so (x) within the United States and India, from which Supplier or the applicable Subcontractor provided services under the Prior MPSA, provided that any change in service location is approved in advance by Ascension Health, which approval Supplier shall not be unreasonably withheldobligated to obtain New Century’s approval with respect to Supplier Facilities to which Section 6.1(a)(ii), conditioned 6.1(a)(iii) or delayed, or (y6.1(a)(iv) within any other country, provided that any change in service location is approved in advance by Ascension Health, in Ascension Health’s sole discretionapplies). For the avoidance of doubt and without limitation, Section 20.9 shall apply to the preceding sentence. (a) Notwithstanding the foregoing: (i) Addition of Services or Categories of Services to an Approved Service Facility: If Supplier requests to add any particular Service or category of Service as an Approved Service Type for any then-existing Approved Service Facility, then (1) Supplier shall provide at least [**] days advance written notice be financially responsible for all additional costs, taxes or expenses related to Ascension Health of its intent or resulting from any Supplier-initiated relocation to provide such additional Service a new or category of Service from the applicable Approved different Supplier Facility, including any costs or expenses incurred or experienced by New Century or any Eligible Recipient as a result of such relocation; provided that, within thirty (230) Supplier shall provide Ascension Health with a detailed description days after New Century has been notified of the Service potential relocation, New Century notifies Supplier of any New Century controlled costs and expenses (excluding any taxes) that will be incurred or category of Service to be added and such other information experienced by New Century or any Eligible Recipient as Ascension Health may reasonably request, including the Service Levels that would be applicable to such Service or category of Service, and (3) such request must be approved by Ascension Health, which approval shall not be unreasonably withheld, conditioned or delayed; provided that it shall always be reasonable for Ascension Health to withhold its consent with respect to any such request if, after engaging in good faith discussions with Supplier, it has reasonable concerns regarding whether the use a result of such Approved Service Facility for an additional Service or category of Service is compliant with applicable Law and/or any requirements of this Agreement. Upon such approval being granted, the Parties shall update Exhibit 7 or the relevant Supplement, as applicable, to add such approved Service or category of Service as an Approved Service Type for the applicable Approved Service Facilityrelocation. (ii) Physical Expansion or Modification of a Supplier Facility: Notwithstanding Section 6.1(a)(i) above, Supplier may physically modify or expand any then-existing relocate Services from an approved Supplier Facility, including through moving to (or adding) new floors, or moving to (or adding) new buildings that are within the same Metropolitan Region as the original Supplier Facility, provided that (1) there is no resulting change Facility in the number of Approved Service Types at United States to another Supplier Facility in the modified or expanded Supplier FacilityUnited States, and provided: (2A) Supplier provides Ascension Health with notice to New Century at least sixty (60) days prior written notice to the effective date of its intention such relocation; (B) the Supplier Facility to undertake such modification or expansion. Upon Supplier providing such notice, all such modified or expanded facilities shall be considered which the Services are to be part relocated is comparable or superior in all material respects to the approved Supplier Facility from which such Services had previously been performed; (C) the Supplier Facility to which the Services are to be relocated complies with all relevant requirements and Supplier obligations under this Agreement; (D) the Supplier Facility to which the Services are to be relocated presents no greater risk from a disaster recovery or business continuity perspective; (E) Supplier promptly provides New Century with information and documentation demonstrating that such Supplier Facility complies with the criteria specified in Subsections (B), (C) and (D) and provides New Century with a reasonable opportunity to independently verify such compliance; (F) Supplier remedies any known non-compliance with the criteria specified in Subsections (B), (C) and (D) prior to relocating the Services in question; and (G) Supplier agrees to be financially responsible for any additional costs, taxes or expenses related to or resulting from such relocation, including any costs or expenses (e.g., audit or ▇▇▇▇▇▇▇▇-▇▇▇▇▇ compliance costs) incurred or experienced by New Century or any Eligible Recipient as a result of such relocation; provided that, within thirty (30) days after New Century has been notified of the original potential relocation, New Century notifies Supplier Facility of any New Century controlled costs and the Parties shall make expenses (excluding any necessary [**] Indicates taxes) that text has been omitted which is the subject will be incurred or experienced by New Century or any Eligible Recipient as a result of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commissionsuch relocation. (iii) Moving Notwithstanding Section 6.1(a)(i) above, Supplier may relocate Services from an Approved Service Type between Approved Service Facilitiesapproved Supplier Facility in Bangalore, India, to another Supplier Facility located in the same metropolitan area and country, provided: (A) Supplier may, in its sole discretion and with [**] provides notice to New Century at least sixty (60) days prior written to the effective date of such relocation; (B) the Supplier Facility to which the Services are to be relocated is comparable or superior in all material respects to the approved Supplier Facility from which such Services had previously been performed; (C) the Supplier Facility to which the Services are to be relocated complies with all relevant requirements and Supplier obligations under this Agreement; (D) the Supplier Facility to which the Services are to be relocated presents no greater risk from a disaster recovery or business continuity perspective; (E) Supplier promptly provides New Century with information and documentation demonstrating that such Supplier Facility complies with the criteria specified in Subsections (B), (C) and (D) and provides New Century with a reasonable opportunity to independently verify such compliance; (F) Supplier remedies any known non-compliance with the criteria specified in Subsections (B), (C) and (D) prior to relocating the Services in question; and (G) Supplier agrees to be financially responsible for any additional costs, taxes or expenses related to or resulting from such relocation, including any costs or expenses (e.g., audit or ▇▇▇▇▇▇▇▇-▇▇▇▇▇ compliance costs) incurred or experienced by New Century or any Eligible Recipient as a result of such relocation; provided that, within thirty (30) days after New Century has been notified of the potential relocation, New Century notifies Supplier of any New Century controlled costs and expenses (excluding any taxes) that will be incurred or experienced by New Century or any Eligible Recipient as a result of such relocation. (iv) Notwithstanding Section 6.1(a)(i) above, Supplier may temporarily provide a portion of the Services (not to exceed 20% of the Service in question) on an overflow basis from an approved Supplier Facility identified as “secondary” on Exhibit 8, provided: (A) Supplier provides notice to Ascension HealthNew Century of its intention to do so at least sixty (60) days prior to the first use of such “secondary” Supplier Facility for this purpose; (B) such Supplier Facility is comparable or superior in all material respects to the approved Supplier Facility from which such Services are ordinarily performed; (C) such Supplier Facility complies with all relevant requirements and Supplier obligations under this Agreement; (D) such Supplier Facility presents no greater risk from a disaster recovery or business continuity perspective; (E) Supplier promptly provides New Century with information and documentation demonstrating that such Supplier Facility complies with the criteria specified in Subsections (B), move (C) and (D) and provides New Century with a reasonable opportunity to independently verify such compliance; (F) Supplier remedies any known non-compliance with the provision criteria specified in Subsections (B), (C) and (D) prior to performing the Services in question from such facility; and (G) Supplier agrees to be financially responsible for any additional costs, taxes or expenses related to or resulting from the performance of Services from such Supplier Facility, including any costs or expenses (e.g., audit or ▇▇▇▇▇▇▇▇-▇▇▇▇▇ compliance costs) incurred or experienced by New Century or any Eligible Recipient as a result of such relocation; provided that, within thirty (30) days after New Century has been notified of the potential relocation, New Century notifies Supplier of any Service New Century controlled costs and expenses (excluding any taxes) that will be incurred or category experienced by New Century or any Eligible Recipient as a result of Service from any Approved Service the use of such Supplier Facility to another Approved Service Facility, provided that such Service or category of Service is an Approved Service Type at the destination Approved Service Facilityin this manner.

Service Facilities. Supplier and its Affiliates will supply or provide the (i) The Services only shall be provided at or from the following locations (collectively, the “Approved Service Facilities”): (i) the Ascension Health ABM Facilities identified in the applicable Supplementdescribed on Schedule O.1, but only for the Services or categories of Services contemplated to be provided in such Supplement; or (ii) the Supplier Facilities, as identified in Exhibit 7, but only for the Services or categories of Services set forth in Exhibit 7 Facilities described on Schedule O.2 (as described in (i) and (iisuch Schedule is amended from time to time with ABM’s prior approval), such Services or categories each of Services for any particular Approved Service Facility, the “Approved Service Types”). Supplier’s Subcontractors will supply or provide the Services only at or from service locations (A) set forth in Exhibit 7, (B) that are Ascension Health Facilities or (C) that are otherwise permitted by applicable Law (x) within the United States and India, from which Supplier or the applicable Subcontractor provided services under the Prior MPSA, provided that any change in service location is must be approved in advance by Ascension HealthABM, which or (iii) any other service location approved by Supplier and ABM. Supplier shall provide ABM with reasonable notice of its intention to relocate the provision of a Service to a new or different Supplier Facility not identified on Schedule O.2 and shall obtain ABM’s approval prior to doing so (provided that Supplier shall not be unreasonably withheldobligated to obtain ABM’s approval with respect to Supplier Facilities to which Section 6.1(a)(ii) applies). Supplier shall notify ABM in advance of any new or additional Service Taxes for which ABM would be financially responsible associated with the provision of Services from new or changed service location(s). ABM shall be entitled to withhold approval of any such new or changed service location in its sole discretion if the delivery of Services from such new or changed service location would (i) result in new or additional Services Taxes for which ABM would be financially responsible under this Agreement (unless Supplier assumes financial responsibility for such new or additional Service Taxes), conditioned (ii) result in the delivery of Services from locations or delayedby personnel outside the United States, or (yiii) within any other country, provided that any change have an adverse impact or require changes as described in service location is approved in advance by Ascension Health, in Ascension Health’s sole discretion. For the avoidance of doubt and without limitation, Section 20.9 shall apply to the preceding sentence. (a) Notwithstanding the foregoing: (i) Addition of Services or Categories of Services to an Approved Service Facility: If Supplier requests to add any particular Service or category of Service as an Approved Service Type for any then-existing Approved Service Facility, then (1) Supplier shall provide at least [**] days advance written notice to Ascension Health of its intent to provide such additional Service or category of Service from the applicable Approved Supplier Facility, (2) Supplier shall provide Ascension Health with a detailed description of the Service or category of Service to be added and such other information as Ascension Health may reasonably request, including the Service Levels that would be applicable to such Service or category of Service, and (3) such request must be approved by Ascension Health, which approval shall not be unreasonably withheld, conditioned or delayed; provided that it shall always be reasonable for Ascension Health to withhold its consent with respect to any such request if, after engaging in good faith discussions with Supplier, it has reasonable concerns regarding whether the use of such Approved Service Facility for an additional Service or category of Service is compliant with applicable Law and/or any requirements of this Agreement. Upon such approval being granted, the Parties shall update Exhibit 7 or the relevant Supplement, as applicable, to add such approved Service or category of Service as an Approved Service Type for the applicable Approved Service Facility9.6(c). (ii) Physical Expansion or Modification of a Supplier Facility: Notwithstanding Section 6.1(a)(i) above, Supplier may physically modify or expand any then-existing relocate Services from an approved Supplier Facility, including through moving to (or adding) new floors, or moving to (or adding) new buildings that are within the same Metropolitan Region as the original Supplier Facility, provided that (1) there is no resulting change Facility in the number of Approved Service Types at United States to another Supplier Facility in the modified or expanded Supplier FacilityUnited States, and provided: (2A) Supplier provides Ascension Health with notice to ABM at least sixty (60) days prior written notice to the effective date of its intention such relocation; (B) the Supplier Facility to undertake such modification or expansion. Upon Supplier providing such notice, all such modified or expanded facilities shall be considered which the Services are to be part relocated is comparable or superior in all material respects to the approved Supplier Facility from which such Services had previously been performed; (C) the Supplier Facility to which the Services are to be relocated complies with all relevant requirements and Supplier obligations under this Agreement; (D) the Supplier Facility to which the Services are to be relocated presents no greater risk from a disaster recovery or business continuity perspective; (E) Supplier promptly provides ABM with information and documentation demonstrating that such Supplier Facility complies with the criteria specified in Subsections (B), (C) and (D) and provides ABM with a reasonable opportunity to independently verify such compliance; (F) Supplier remedies any known non-compliance with the criteria specified in Subsections (B), (C) and (D) prior to relocating the Services in question; and (G) Supplier agrees to be financially responsible for any additional costs, taxes or expenses related to or resulting from such relocation, including any costs or expenses (e.g., audit or ▇▇▇▇▇▇▇▇-▇▇▇▇▇ compliance costs) incurred or experienced by ABM or any Eligible Recipient as a result of such relocation; provided that, within thirty (30) days after ABM has been notified of the original potential relocation, ABM notifies Supplier Facility and the Parties shall make any necessary [**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. (iii) Moving an Approved Service Type between Approved Service Facilities: Supplier may, in its sole discretion and with [**] days prior written notice to Ascension Health, move the provision of any Service ABM controlled costs and expenses (excluding any taxes) that will be incurred or category experienced by ABM or any Eligible Recipient as a result of Service from any Approved Service Facility to another Approved Service Facility, provided that such Service or category of Service is an Approved Service Type at the destination Approved Service Facilityrelocation.