Common use of Third Party Materials Clause in Contracts

Third Party Materials. With respect to Third Party Materials for which Successful Respondent holds the license or for which Successful Respondent is financially responsible under this Agreement, upon the effective date of an Assistance Event, Successful Respondent hereby grants to DIR, the DIR Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a sublicense (with the right to grant sublicenses) on the same rights and terms (including warranties) that are available to Successful Respondent (or Successful Respondent’s Affiliates or Subcontractors) to such Third Party Materials that are implicated by that Assistance Event for the benefit of DIR, the DIR Customers and Entities that qualify as DIR Customers; provided that, during the applicable period of time in which Successful Respondent performs the relevant Termination Assistance Services, Successful Respondent may, with DIR's approval, substitute one of the following for such sublicense: (i) the transfer or assignment to DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable parties; (ii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of a new license (with terms at least as favorable as those in the license held by Successful Respondent or its Affiliates or Subcontractors and with the right to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR Customers, and Entities that qualify as DIR Customers) to such Third Party Materials for the benefit of DIR, the DIR Customers, and Entities that qualify as DIR Customers; or (iii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of a substitute license for new Third Party Materials sufficient to perform, without additional cost, support or resources and at the levels of performance and efficiency required by this Agreement, the functions of such Third Party Materials. Successful Respondent shall deliver to DIR, the DIR Customers, and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a copy of such Third Party Materials (including source code, to the extent it has been available to Successful Respondent) and related documentation and shall cause maintenance, support and other services to continue to be available to DIR, the DIR Customers, and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) to the extent it has been available to Successful Respondent. Unless DIR has otherwise agreed in advance in accordance with Section 6(b), DIR, the DIR Customers, and Entities that qualify as DIR Customers shall not be obligated to pay any fees or costs in connection with their receipt of the licenses, sublicenses and other rights specified in this Section 14.6(c). Successful Respondent shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license or other rights set forth in this Section 14.6(c) without DIR's prior written approval (and absent such approval, Successful Respondent's use of any such Third Party Materials shall obligate Successful Respondent to provide, at no additional cost, such license and other rights to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designees). DIR, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent 's completion of all Termination Assistance Services with respect to the Services for which such Third Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent would have been obligated to make such payments if it had continued to hold the licenses in question or DIR has agreed in advance to make such payments. To the extent DIR has agreed in advance to pay any fees or costs in connection with its receipt of the licenses, sublicenses or other rights set forth in this Section 14.6(c), Successful Respondent shall, at DIR's request, identify the licensing and sublicensing options available to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s), and the fees and costs associated with each. Successful Respondent shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible fees and costs for Third Party Materials. Successful Respondent shall not commit DIR, the DIR Customers or Entities that qualify as DIR Customers to paying any such fees or expenses without DIR's prior approval. If the licensor offers more than one form of license, DIR (not Successful Respondent) shall select the form of license to be received by DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s).

Third Party Materials. (a) With respect to Third Party Materials for which Successful Respondent holds the license or for which Successful Respondent is financially responsible under this Agreement, upon the effective date of an Assistance Event, Successful Respondent hereby grants to DIR, the DIR Customers and Entities that qualify as DIR Customers ([or, at DIR's election, to their designee(s)) ] a sublicense (with the right to grant sublicenses) on the same rights and terms (including warranties) that are available to Successful Respondent (or Successful Respondent’s Affiliates or Subcontractors) to such Third Party Materials that are implicated by that Assistance Event for the benefit of DIR, the DIR Customers and Entities that qualify as DIR Customers; provided that, during the applicable period of time in which Successful Respondent performs the relevant Termination Assistance Services, Successful Respondent may, with DIR's approval, substitute one of the following for such sublicense: (i) the transfer or assignment to DIR, any DIR Customer or Entities that qualify as DIR Customers ([or, at DIR's election, to their designee(s)) ] of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable parties; (ii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers ([or, at DIR's election, to their designee(s)) ] of a new license (with terms at least as favorable as those in the license held by Successful Respondent or its Affiliates or Subcontractors and with the right to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR Customers, and Entities that qualify as DIR Customers) to such Third Party Materials for the benefit of DIR, the DIR Customers, and Entities that qualify as DIR Customers; or (iii) the procurement for DIR, any DIR Customer Customer, or Entities that qualify as DIR Customers ([or, at DIR's election, to their designee(s)) ] of a substitute license for new Third Party Materials sufficient to perform, without additional cost, support or resources and at the levels of performance and efficiency required by this Agreement, the functions of such Third Party Materials. . (b) Successful Respondent shall deliver to DIR, the DIR Customers, and Entities that qualify as DIR Customers ([or, at DIR's election, to their designee(s)) ] a copy of such Third Party Materials (including source code, to the extent it has been available to Successful Respondent) and related documentation and shall cause maintenance, support and other services to continue to be available to DIR, the DIR Customers, and Entities that qualify as DIR Customers ([or, at DIR's election, to their designee(s)) ] to the extent it has been available to Successful Respondent. Unless DIR has otherwise agreed in advance in accordance with Section 6(b)in, DIR, the DIR Customers, and Entities that qualify as DIR Customers shall not be obligated to pay any fees or costs in connection with their receipt of the licenses, sublicenses sublicenses, and other rights specified in this Section 14.6(c)Section. Successful Respondent shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license or other rights set forth in this Section 14.6(c) without DIR's prior written approval (and absent such approval, Successful Respondent's use of any such Third Party Materials shall obligate Successful Respondent to provide, at no additional cost, such license and other rights to DIR, the DIR Customers, Entities that qualify as DIR Customers Customers, and their designees). DIR, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent 's completion of all Termination Assistance Services with respect to the Services for which such Third Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent would have been obligated to make such payments if it had continued to hold the licenses in question or DIR has agreed in advance to make such payments. . (c) To the extent DIR has agreed in advance to pay any fees or costs in connection with its receipt of the licenses, sublicenses or other rights set forth in this Section 14.6(c)Section, Successful Respondent shall, at DIR's request, identify the licensing and sublicensing options available to DIR, the DIR Customers, Entities that qualify as DIR Customers Customers, and their designee(s), and the fees and costs associated with each. Successful Respondent shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible fees and costs for Third Party Materials. Successful Respondent shall not commit DIR, the DIR Customers or Entities that qualify as DIR Customers to paying any such fees or expenses without DIR's prior approval. If the licensor offers more than one form of license, DIR (not Successful Respondent) shall select the form of license to be received by DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s).

Third Party Materials. With Unless otherwise expressly set forth in this Agreement, with respect to Third Party Materials for which Successful Respondent Service Provider holds the license or for which Successful Respondent is financially responsible under this Agreementand that have been provided to DIR, upon the effective date of an Assistance Event, Successful Respondent subject to applicable third party terms and conditions, Service Provider hereby grants to DIR, the DIR Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a sublicense (with the right to grant sublicenses) on the same rights and terms (including warranties) that are available to Successful Respondent Service Provider (or Successful Respondent’s Service Provider's Affiliates or Subcontractors) to such Third Party Materials that are implicated by that Assistance Event for the benefit of DIR, the DIR Customers and Entities that qualify as DIR Customers; provided that, during the applicable period of time in which Successful Respondent Service Provider performs the relevant Termination Assistance Services, Successful Respondent Service Provider may, with DIR's approval, substitute one of the following for such sublicense: (i) the transfer or assignment to DIR, DIR or any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable parties; (ii) the procurement for DIR, DIR or any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of a new license (with terms at least as favorable as those in the license held by Successful Respondent Service Provider or its Affiliates or Subcontractors and with the right to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR Customers, and Entities that qualify as DIR Customers) to such Third Party Materials for the benefit of DIR, the DIR Customers, and Entities that qualify as DIR Customers; or (iii) the procurement for DIR, DIR or any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of a substitute license for new Third Party Materials sufficient to perform, without additional cost, support or resources and at the levels of performance and efficiency required by this Agreement, the functions of such Third Party Materials. Successful Respondent Service Provider shall deliver to DIR, the DIR Customers, and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a copy of such Third Party Materials (including source code, settings, and configurations, to the extent it has been available to Successful RespondentService Provider, to the extent Service Provider has the right to do so) and related documentation and shall cause maintenance, support and and, other services to continue to be available to DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) to the extent it has been available to Successful RespondentService Provider. Unless DIR has otherwise agreed in advance in accordance with Section 6(b6.4(c), DIR, the DIR Customers, and Entities that qualify as DIR Customers shall not be obligated to pay any fees or costs in connection with their receipt of the licenses, sublicenses and other rights specified in this Section 14.6(c). Successful Respondent Service Provider shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license or other rights set forth in this Section 14.6(c) without DIR's prior written approval (and absent such approval, Successful RespondentService Provider's use of any such Third Party Materials shall obligate Successful Respondent Service Provider to provide, at no additional cost, such license and other rights to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designees). DIR, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent Service Provider's completion of all Termination Assistance Services with respect to the Services for which such Third Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent Service Provider would have been obligated to make such payments if it had continued to hold the licenses in question or DIR has agreed in advance to make such payments. To the extent DIR has agreed in advance to pay any fees or costs in connection with its receipt of the licenses, sublicenses or other rights set forth in this Section 14.6(c), Successful Respondent Service Provider shall, at DIR's request, identify the licensing and sublicensing options available to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s), and the fees and costs associated with each. Successful Respondent Service Provider shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible fees and costs for Third Party Materials. Successful Respondent Service Provider shall not commit DIR, the DIR Customers or Entities that qualify as DIR Customers to paying any such fees or expenses without DIR's prior approval. If the licensor offers more than one form of license, DIR (not Successful RespondentService Provider) shall select the form of license to be received by DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s).

Third Party Materials. With Unless otherwise expressly set forth in this Agreement, with respect to Third Party Materials for which Successful Respondent Service Provider holds the license or for which Successful Respondent Service Provider is financially responsible under this Agreement, upon the effective date of an Assistance Event, Successful Respondent Service Provider hereby grants to DIR, the DIR Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a sublicense (with the right to grant sublicenses) on the same rights and terms (including warranties) that are available to Successful Respondent Service Provider (or Successful Respondent’s Service Provider's Affiliates or Subcontractors) to such Third Party Materials that are implicated by that Assistance Event for the benefit of DIR, the DIR Customers and Entities that qualify as DIR Customers; provided that, during the applicable period of time in which Successful Respondent Service Provider performs the relevant Termination Assistance Services, Successful Respondent Service Provider may, with DIR's approval, substitute one of the following for such sublicense: (i) the transfer or assignment to DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable parties; (ii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of a new license (with terms at least as favorable as those in the license held by Successful Respondent Service Provider or its Affiliates or Subcontractors and with the right to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR Customers, Customers and Entities that qualify as DIR Customers) to such Third Party Materials for the benefit of DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers; or (iii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of a substitute license for new Third Party Materials sufficient to perform, without additional cost, support or resources and at the levels of performance and efficiency required by this Agreement, the functions of such Third Party Materials. Successful Respondent Service Provider shall deliver to DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a copy of such Third Party Materials (including source code, to the extent it has been available to Successful RespondentService Provider) and related documentation and shall cause maintenance, support and other services to continue to be available to DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) to the extent it has been available to Successful RespondentService Provider. Unless DIR has otherwise agreed in advance in accordance with Section 6(b6.4(c), DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers shall not be obligated to pay any fees or costs in connection with their receipt of the licenses, sublicenses and other rights specified in this Section 14.6(c). Successful Respondent Service Provider shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license or other rights set forth in this Section 14.6(c) without DIR's prior written approval (and absent such approval, Successful RespondentService Provider's use of any such Third Party Materials shall obligate Successful Respondent Service Provider to provide, at no additional cost, such license and other rights to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designees). DIR, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent Service Provider's completion of all Termination Assistance Services with respect to the Services for which such Third Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent Service Provider would have been obligated to make such payments if it had continued to hold the licenses in question or DIR has agreed in advance to make such payments. To the extent DIR has agreed in advance to pay any fees or costs in connection with its receipt of the licenses, sublicenses or other rights set forth in this Section 14.6(c), Successful Respondent Service Provider shall, at DIR's request, identify the licensing and sublicensing options available to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s), and the fees and costs associated with each. Successful Respondent Service Provider shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible fees and costs for Third Party Materials. Successful Respondent Service Provider shall not commit DIR, the DIR Customers or Entities that qualify as DIR Customers to paying any such fees or expenses without DIR's prior approval. If the licensor offers more than one form of license, DIR (not Successful RespondentService Provider) shall select the form of license to be received by DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s).

Third Party Materials. (a) With respect to Third Party Materials (subject to Section 4.16.3) for which Successful Respondent holds the license or for which Successful Respondent is financially responsible under this Agreement, upon the effective date of an Assistance Event, Successful Respondent hereby grants to DIR, the DIR DCS Customers and Entities that qualify as DIR DCS Customers ([or, at DIR's election, to their designee(s)) ] a sublicense (with the right to grant sublicenses) on the same rights and terms (including warranties) that are available to Successful Respondent (or Successful Respondent’s Affiliates or Subcontractors) to such Third Party Materials that are implicated by that Assistance Event for the benefit of DIR, the DIR DCS Customers and Entities that qualify as DIR DCS Customers; provided that, during the applicable period of time in which Successful Respondent performs the relevant Termination Assistance Services, Successful Respondent may, with DIR's approval, substitute one of the following for such sublicense: (i) the transfer or assignment to DIR, any DIR DCS Customer or Entities that qualify as DIR DCS Customers ([or, at DIR's election, to their designee(s)) ] of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable parties; (ii) the procurement for DIR, any DIR DCS Customer or Entities that qualify as DIR DCS Customers ([or, at DIR's election, to their designee(s)) ] of a new license (with terms at least as favorable as those in the license held by Successful Respondent or its Affiliates or Subcontractors and with the right to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR DCS Customers, and Entities that qualify as DIR DCS Customers) to such Third Party Materials for the benefit of DIR, the DIR DCS Customers, and Entities that qualify as DIR DCS Customers; or (iii) the procurement for DIR, any DIR Customer DCS Customer, or Entities that qualify as DIR DCS Customers ([or, at DIR's election, to their designee(s)) ] of a substitute license for new Third Party Materials sufficient to perform, without additional cost, support or resources and at the levels of performance and efficiency required by this Agreement, the functions of such Third Party Materials. . (b) Successful Respondent shall deliver to DIR, the DIR DCS Customers, and Entities that qualify as DIR DCS Customers ([or, at DIR's election, to their designee(s)) ] a copy of such Third Party Materials (including source code, to the extent it has been available to Successful Respondent) and related documentation and shall cause maintenance, support and other services to continue to be available to DIR, the DIR DCS Customers, and Entities that qualify as DIR DCS Customers ([or, at DIR's election, to their designee(s)) ] to the extent it has been available to Successful Respondent. Unless DIR has otherwise agreed in advance in accordance with Section 6(b)in, DIR, the DIR DCS Customers, and Entities that qualify as DIR DCS Customers shall not be obligated to pay any fees or costs in connection with their receipt of the licenses, sublicenses sublicenses, and other rights specified in this Section 14.6(c)Section. Successful Respondent shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license or other rights set forth in this Section 14.6(c) without DIR's prior written approval (and absent such approval, Successful Respondent's use of any such Third Party Materials shall obligate Successful Respondent to provide, at no additional cost, such license and other rights to DIR, the DIR DCS Customers, Entities that qualify as DIR Customers DCS Customers, and their designees). DIR, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent 's completion of all Termination Assistance Services with respect to the Services for which such Third Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent would have been obligated to make such payments if it had continued to hold the licenses in question or DIR has agreed in advance to make such payments. . (c) To the extent DIR has agreed in advance to pay any fees or costs in connection with its receipt of the licenses, sublicenses or other rights set forth in this Section 14.6(c)Section, Successful Respondent shall, at DIR's request, identify the licensing and sublicensing options available to DIR, the DIR DCS Customers, Entities that qualify as DIR Customers DCS Customers, and their designee(s), and the fees and costs associated with each. Successful Respondent shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible fees and costs for Third Party Materials. Successful Respondent shall not commit DIR, the DIR DCS Customers or Entities that qualify as DIR DCS Customers to paying any such fees or expenses without DIR's prior approval. If the licensor offers more than one form of license, DIR (not Successful Respondent) shall select the form of license to be received by DIR, the DIR DCS Customers, Entities that qualify as DIR DCS Customers and their designee(s).

Third Party Materials. With respect to Third Party Materials for which Successful Respondent Service Provider holds the license or for which Successful Respondent Service Provider is financially responsible under this Agreement, upon the effective date of an Assistance Event, Successful Respondent Service Provider hereby grants to DIR, the DIR Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a sublicense (with the right to grant sublicenses) on the same rights and terms (including warranties) that are available to Successful Respondent Service Provider (or Successful Respondent’s Service Provider's Affiliates or Subcontractors) to such Third Party Materials that are implicated by that Assistance Event for the benefit of DIR, the DIR Customers and Entities that qualify as DIR Customers; provided that, during the applicable period of time in which Successful Respondent Service Provider performs the relevant Termination Assistance Services, Successful Respondent Service Provider may, with DIR's approval, substitute one of the following for such sublicense: (i) the transfer or assignment to DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable parties; (ii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of a new license (with terms at least as favorable as those in the license held by Successful Respondent Service Provider or its Affiliates or Subcontractors and with the right to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR Customers, Customers and Entities that qualify as DIR Customers) to such Third Party Materials for the benefit of DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers; or (iii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of a substitute license for new Third Party Materials sufficient to perform, without additional cost, support or resources and at the levels of performance and efficiency required by this Agreement, the functions of such Third Party Materials. Successful Respondent Service Provider shall deliver to DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a copy of such Third Party Materials (including source code, to the extent it has been available to Successful RespondentService Provider) and related documentation and shall cause maintenance, support and other services to continue to be available to DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) to the extent it has been available to Successful RespondentService Provider. Unless DIR has otherwise agreed in advance in accordance with Section 6(b6.4(c), DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers shall not be obligated to pay any fees or costs in connection with their receipt of the licenses, sublicenses and other rights specified in this Section 14.6(c). Successful Respondent Service Provider shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license or other rights set forth in this Section 14.6(c) without DIR's prior written approval (and absent such approval, Successful RespondentService Provider's use of any such Third Party Materials shall obligate Successful Respondent Service Provider to provide, at no additional cost, such license and other rights to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designees). DIR, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent Service Provider's completion of all Termination Assistance Services with respect to the Services for which such Third Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent Service Provider would have been obligated to make such payments if it had continued to hold the licenses in question or DIR has agreed in advance to make such payments. To the extent DIR has agreed in advance to pay any fees or costs in connection with its receipt of the licenses, sublicenses or other rights set forth in this Section 14.6(c), Successful Respondent Service Provider shall, at DIR's request, identify the licensing and sublicensing options available to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s), and the fees and costs associated with each. Successful Respondent Service Provider shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible fees and costs for Third Party Materials. Successful Respondent Service Provider shall not commit DIR, the DIR Customers or Entities that qualify as DIR Customers to paying any such fees or expenses without DIR's prior approval. If the licensor offers more than one form of license, DIR (not Successful RespondentService Provider) shall select the form of license to be received by DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s).

Third Party Materials. (a) With respect to Third Party Materials for which Successful Respondent holds the license or for which Successful Respondent is financially responsible under this Agreement, upon the effective date of an Assistance Event, Successful Respondent hereby grants to DIR, the DIR DCS Customers and Entities that qualify as DIR DCS Customers ([or, at DIR's election, to their designee(s)) ] a sublicense (with the right to grant sublicenses) on the same rights and terms (including warranties) that are available to Successful Respondent (or Successful Respondent’s Affiliates or Subcontractors) to such Third Party Materials that are implicated by that Assistance Event for the benefit of DIR, the DIR DCS Customers and Entities that qualify as DIR DCS Customers; provided that, during the applicable period of time in which Successful Respondent performs the relevant Termination Assistance Services, Successful Respondent may, with DIR's approval, substitute one of the following for such sublicense: (i) the transfer or assignment to DIR, any DIR DCS Customer or Entities that qualify as DIR DCS Customers ([or, at DIR's election, to their designee(s)) ] of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable parties; (ii) the procurement for DIR, any DIR DCS Customer or Entities that qualify as DIR DCS Customers ([or, at DIR's election, to their designee(s)) ] of a new license (with terms at least as favorable as those in the license held by Successful Respondent or its Affiliates or Subcontractors and with the right to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR DCS Customers, and Entities that qualify as DIR DCS Customers) to such Third Party Materials for the benefit of DIR, the DIR DCS Customers, and Entities that qualify as DIR DCS Customers; or (iii) the procurement for DIR, any DIR Customer DCS Customer, or Entities that qualify as DIR DCS Customers ([or, at DIR's election, to their designee(s)) ] of a substitute license for new Third Party Materials sufficient to perform, without additional cost, support or resources and at the levels of performance and efficiency required by this Agreement, the functions of such Third Party Materials. . (b) Successful Respondent shall deliver to DIR, the DIR DCS Customers, and Entities that qualify as DIR DCS Customers ([or, at DIR's election, to their designee(s)) ] a copy of such Third Party Materials (including source code, to the extent it has been available to Successful Respondent) and related documentation and shall cause maintenance, support and other services to continue to be available to DIR, the DIR DCS Customers, and Entities that qualify as DIR DCS Customers ([or, at DIR's election, to their designee(s)) ] to the extent it has been available to Successful Respondent. Unless DIR has otherwise agreed in advance in accordance with Section 6(b)in, DIR, the DIR DCS Customers, and Entities that qualify as DIR DCS Customers shall not be obligated to pay any fees or costs in connection with their receipt of the licenses, sublicenses sublicenses, and other rights specified in this Section 14.6(c)Section. Successful Respondent shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license or other rights set forth in this Section 14.6(c) without DIR's prior written approval (and absent such approval, Successful Respondent's use of any such Third Party Materials shall obligate Successful Respondent to provide, at no additional cost, such license and other rights to DIR, the DIR DCS Customers, Entities that qualify as DIR Customers DCS Customers, and their designees). DIR, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent 's completion of all Termination Assistance Services with respect to the Services for which such Third Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent would have been obligated to make such payments if it had continued to hold the licenses in question or DIR has agreed in advance to make such payments. . (c) To the extent DIR has agreed in advance to pay any fees or costs in connection with its receipt of the licenses, sublicenses or other rights set forth in this Section 14.6(c)Section, Successful Respondent shall, at DIR's request, identify the licensing and sublicensing options available to DIR, the DIR DCS Customers, Entities that qualify as DIR Customers DCS Customers, and their designee(s), and the fees and costs associated with each. Successful Respondent shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible fees and costs for Third Party Materials. Successful Respondent shall not commit DIR, the DIR DCS Customers or Entities that qualify as DIR DCS Customers to paying any such fees or expenses without DIR's prior approval. If the licensor offers more than one form of license, DIR (not Successful Respondent) shall select the form of license to be received by DIR, the DIR DCS Customers, Entities that qualify as DIR DCS Customers and their designee(s).

Third Party Materials. With (i) Subject to Section 6.2(c), with respect to Third Provider Third-Party Materials for which Successful Respondent holds licensed by Provider and used to provide the license or for which Successful Respondent is financially responsible under this AgreementServices, upon the effective date of an Assistance Event, Successful Respondent Provider hereby grants to DIR, the DIR Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) Idearc a sublicense (with the right to grant sublicenses) on offering the same rights and terms (including warranties) that are warranties with respect to such Provider Third-Party Materials available to Successful Respondent (Provider or Successful Respondent’s Affiliates its subcontractors, on the same or Subcontractors) to such Third Party Materials that are implicated by that Assistance Event substantially similar terms and conditions, for the benefit and use of DIRIdearc and members of the Idearc Group upon the expiration or termination of the Agreement with respect to the Services for which such Provider Third-Party Materials were used; provided, the DIR Customers and Entities that qualify as DIR Customers; provided however, that, during the applicable period of time in which Successful Respondent performs the relevant Termination Assistance ServicesPeriod, Successful Respondent Provider may, with DIR's approvalby mutual agreement of the Parties, substitute one of the following for such sublicense: (iA) the transfer or assignment to DIR, any DIR Customer or Entities that qualify as DIR Customers Idearc (or, at DIR's Idearc’s election, to their designee(s)its designee) of the underlying license for such Third Provider Third-Party Materials on terms and conditions acceptable to all applicable parties;Materials; or (iiB) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers Idearc (or, at DIR's Idearc’s election, to their designee(s)for its designee) of a new license (with terms at least as favorable as those in the license held by Successful Respondent Provider, its Affiliates, or its Affiliates or Subcontractors their subcontractors and with the right to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR Customers, and Entities that qualify as DIR Customerssublicenses) to such Third Provider Third-Party Materials for the benefit or use of DIR, Idearc and members of the DIR Customers, and Entities that qualify as DIR CustomersIdearc Group; or (iiiC) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers Idearc (or, at DIR's Idearc’s election, to their designee(s)for its designee) of a substitute license for new Third substitute Third-Party Materials sufficient to perform, without additional cost, support or resources and at the levels of performance and efficiency required by this under the Agreement, the functions of such Third the Provider Third-Party Materials. Successful Respondent Materials necessary to enable Idearc or its designee to provide the Services after expiration or termination of the Agreement. (ii) In addition, Provider shall deliver to DIR, the DIR Customers, and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) Idearc a copy of such Third Provider Third-Party Materials (including source code, to the extent it has been made available to Successful RespondentProvider) and related documentation and shall use Commercially Reasonable Efforts to cause maintenance, support and other services to continue to be available to DIR, the DIR Customers, and Entities that qualify as DIR Customers Idearc (or, at DIR's election, to their designee(s)) to the extent it has been available to Successful RespondentProvider). Unless DIR Idearc has otherwise agreed in advance in accordance with Section 6(b6.2(c), DIR, the DIR Customers, and Entities that qualify as DIR Customers Idearc shall not be obligated to pay any license or transfer fees or costs in connection with their its receipt of the licenses, sublicenses and other rights specified in this Section 14.6(c13.6(c). Successful Respondent Provider shall not use any Third Provider Third-Party Materials in connection with the Services for which it is unable to offer the license such license, sublicense or other rights set forth in this Section 14.6(c) without DIR's obtaining Idearc’s prior written approval consent (and absent such approvalconsent, Successful Respondent's Provider’s use of any such Third Provider Third-Party Materials shall obligate Successful Respondent Provider to provide, at no additional costcost to Idearc, such license licenses and other rights rights). (iii) To the extent Idearc has agreed in advance to DIRpay any fees in connection with its receipt of such licenses, sublicenses or other rights, Provider shall, at Idearc’s request, identify the DIR Customerslicensing and sublicensing options available to Idearc and the license or transfer fees associated with each. Provider shall use Commercially Reasonable Efforts to obtain the most favorable options and the lowest possible transfer, Entities that qualify as DIR Customers and their designees)license, relicense, assignment or termination fees for such Provider Third-Party Materials. DIRProvider shall not commit Idearc to paying any such fees or expenses without obtaining Idearc’s prior written consent. If the licensor offers more than one form of license, howeverIdearc (not Provider) shall select the form of license to be received by Idearc. (iv) In any event, Idearc or its designee shall be obligated to make monthly or annual payments attributable to the licenses, sublicenses or other rights received by Idearc or its designee for periods after Successful Respondent 's completion following the later of all the expiration or termination of the Agreement or the conclusion of Termination Assistance Services with respect to the Services for which such Third Provider Third-Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent Provider would have been obligated to make such payments if it had continued to hold the licenses or sublicenses in question or DIR Idearc has agreed in advance to make such payments. To the extent DIR has agreed in advance to pay any fees or costs in connection with its receipt of the licenses, sublicenses or other rights set forth in this Section 14.6(c), Successful Respondent shall, at DIR's request, identify the licensing and sublicensing options available to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s), and the fees and costs associated with each. Successful Respondent shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible fees and costs for Third Party Materials. Successful Respondent shall not commit DIR, the DIR Customers or Entities that qualify as DIR Customers to paying any such fees or expenses without DIR's prior approval. If the licensor offers more than one form of license, DIR (not Successful Respondent) shall select the form of license to be received by DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s).

Third Party Materials. With respect to Third Party Materials for which Successful Respondent Service Provider holds the license or for which Successful Respondent Service Provider is financially responsible under this Agreement, upon the effective date of an Assistance Event, Successful Respondent Service Provider hereby grants to DIR, the DIR Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a sublicense (with the right to grant sublicenses) on the same rights and terms (including warranties) that are available to Successful Respondent Service Provider (or Successful Respondent’s Service Provider's Affiliates or Subcontractors) to such Third Party Materials that are implicated by that Assistance Event for the benefit of DIR, the DIR Customers and Entities that qualify as DIR Customers; provided that, during the applicable period of time in which Successful Respondent Service Provider performs the relevant Termination Assistance Services, Successful Respondent Service Provider may, with DIR's approval, substitute one of the following for such sublicense: (i) the transfer or assignment to DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable parties; (ii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of a new license (with terms at least as favorable as those in the license held by Successful Respondent Service Provider or its Affiliates or Subcontractors and with the right to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR Customers, Customers and Entities that qualify as DIR Customers) to such Third Party Materials for the benefit of DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers; or (iii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of a substitute license for new Third Party Materials sufficient to perform, without additional cost, support or resources and at the levels of performance and efficiency required by this Agreement, the functions of such Third Party Materials. Successful Respondent Service Provider shall deliver to DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a copy of such Third Party Materials (including source code, to the extent it has been available to Successful RespondentService Provider) and related documentation and shall cause maintenance, support and other services to continue to be available to DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) to the extent it has been available to Successful RespondentService Provider. Unless DIR has otherwise agreed in advance in accordance with Section 6(b6.4(c), DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers shall not be obligated to pay any fees or costs in connection with their receipt of the licenses, sublicenses and other rights specified in this Section 14.6(c). Successful Respondent Service Provider shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license or other rights set forth in this Section 14.6(c) without DIR's prior written approval (and absent such approval, Successful RespondentService Provider's use of any such Third Party Materials shall obligate Successful Respondent Service Provider to provide, at no additional cost, such license and other rights to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designees). DIR, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent Service Provider's completion of all Termination Assistance Services with respect to the Services for which such Third Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent Service Provider would have been obligated to make such payments if it had continued to hold the licenses in question or DIR has agreed in advance to make such payments. With respect to the NearStar Product, Service Provider will use commercially reasonable efforts to flow-down the appropriate rights and obligations in this Agreement, including, without limitation, the rights set forth in Article 14. On or before sixty (60) days from the Effective Date, Service Provider will review with DIR any contractual arrangements that Service Provider has entered into with NearStar. To the extent Service Provider is unable to flow-down such rights and obligations, Service Provider must obtain DIR's approval prior to using the NearStar Product, which approval will not be unreasonably withheld, or Service Provider will identify a suitable replacement product. Service Provider and DIR will establish a transition schedule to such replacement product without impacting Services. This replacement product and transition will be completed at the service provider’s expense. To the extent DIR has agreed in advance to pay any fees or costs in connection with its receipt of the licenses, sublicenses or other rights set forth in this Section 14.6(c), Successful Respondent Service Provider shall, at DIR's request, identify the licensing and sublicensing options available to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s), and the fees and costs associated with each. Successful Respondent Service Provider shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible fees and costs for Third Party Materials. Successful Respondent Service Provider shall not commit DIR, the DIR Customers or Entities that qualify as DIR Customers to paying any such fees or expenses without DIR's prior approval. If the licensor offers more than one form of license, DIR (not Successful RespondentService Provider) shall select the form of license to be received by DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s).

Third Party Materials. With Unless Allianz otherwise agrees in advance in accordance with Section 6.4(c), with respect to Third Party Materials for which Successful Respondent holds licensed by Supplier or Supplier Affiliates or Subcontractors and used by them to provide the license or for which Successful Respondent is financially responsible under this AgreementServices, upon the effective date of an Assistance Event, Successful Respondent Supplier hereby grants to DIR, Allianz and the DIR Customers and Entities that qualify as DIR Customers Eligible Recipients (or, at DIR's Allianz’s election, to their designee(s)) a sublicense (with the right to grant sublicenses) on offering the same rights and terms (including warranties) that are available to Successful Respondent (or Successful Respondent’s Affiliates or Subcontractors) warranties with respect to such Third Party Materials that are implicated by that Assistance Event available to Supplier (or the applicable Supplier Affiliates or Subcontractors), on the same terms and conditions, for the benefit of DIRAZL, AZL Affiliates and the DIR Customers and Entities that qualify as DIR CustomersEligible Recipients upon the expiration or termination of the Term or the applicable Services Description or Statement of Work Term with respect to the Services for which such Materials were used; provided that, during the applicable period of time in which Successful Respondent performs the relevant Termination Assistance ServicesServices period, Successful Respondent Supplier may, with DIR's Allianz’s approval, substitute one of the following for such sublicense: (i) the transfer or assignment to DIR, any DIR Customer or Entities that qualify as DIR Customers Allianz and the Eligible Recipients (or, at DIR's Allianz’s election, to their designee(s)) of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable partiesMaterials; (ii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers Allianz and the Eligible Recipients (or, at DIR's Allianz’s election, to their designee(s)) of a new license (with terms at least as favorable as those in the license held by Successful Respondent Supplier or its Affiliates or Subcontractors and with the right to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR Customers, and Entities that qualify as DIR Customerssublicenses) to such Third Party Materials for the benefit of DIRAZL, AZL Affiliates and the DIR Customers, and Entities that qualify as DIR CustomersEligible Recipients; or (iii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers Allianz and the Eligible Recipients (or, at DIR's Allianz’s election, to their designee(s)) of a substitute license for new Third Party Materials sufficient to perform, without additional cost, support or resources and at the levels of performance and efficiency required by this Agreement, the functions of such the Third Party MaterialsMaterials necessary to enable Allianz or its designee to provide the Services for which such Materials were used. Successful Respondent Unless Allianz has otherwise agreed in advance in accordance with Section 6.4(c), Allianz and the Eligible Recipients (and, to the extent applicable, Third Party Contractors) shall not be obligated to pay any license or transfer fees in connection with its receipt of the licenses, sublicenses and other rights specified in this Section 14.6(c). In addition, unless Allianz has otherwise agreed in advance in accordance with Section 6.4(c), Supplier shall deliver to DIR, Allianz TCS AZL Master Effective 1.1.2020 and the DIR Customers, and Entities that qualify as DIR Customers Eligible Recipients (or, or at DIR's Allianz’s election, to their designee(s)) a copy of such Third Party Materials (including source code, to the extent it has been available to Successful RespondentSupplier) and related documentation and shall cause maintenance, support and other services to continue to be available to DIR, Allianz and the DIR Customers, and Entities that qualify as DIR Customers Eligible Recipients (or, at DIR's Allianz’s election, to their designee(s)) to the extent it has been available to Successful RespondentSupplier. Unless DIR has otherwise agreed in advance in accordance with Section 6(b), DIR, the DIR Customers, and Entities that qualify as DIR Customers shall not be obligated to pay any fees or costs in connection with their receipt of the licenses, sublicenses and other rights specified in this Section 14.6(c). Successful Respondent shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license or other rights set forth in this Section 14.6(c) without DIR's prior written approval (and absent such approval, Successful Respondent's use of any such Third Party Materials shall obligate Successful Respondent to provide, at no additional cost, such license and other rights to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designees). DIRAllianz, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent 's completion the expiration or termination of all Termination Assistance Services the Term or the applicable Service Description or Statement of Work Term with respect to the Services for which such Third Party Materials were used used, for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent Supplier would have been obligated to make such payments if it had continued to hold the licenses in question or DIR Allianz has agreed in advance to make such payments. To the extent DIR Allianz has agreed in advance to pay any fees or costs in connection with its receipt of the such licenses, sublicenses or other rights set forth in this Section 14.6(c)rights, Successful Respondent Supplier shall, at DIR's Allianz’s request, identify the licensing and sublicensing options available to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s), Allianz and the Eligible Recipients and the license or transfer fees and costs associated with each. Successful Respondent Supplier shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible transfer, license, relicense, assignment or termination fees and costs for Third Party Materials. Successful Respondent Supplier shall not commit DIR, Allianz or the DIR Customers or Entities that qualify as DIR Customers Eligible Recipients to paying any such fees or expenses without DIR's Allianz’s prior approval. If the licensor offers more than one form of license, DIR Allianz (not Successful RespondentSupplier) shall select the form of license to be received by DIRAllianz, the DIR Customers, Entities that qualify as DIR Customers and Eligible Recipients or their designee(s).

Third Party Materials. With Unless otherwise expressly set forth in this Agreement, with respect to Third Party Materials for which Successful Respondent Service Provider holds the license or for which Successful Respondent Service Provider is financially responsible under this Agreement, upon the effective date of an Assistance Event, Successful Respondent Service Provider hereby grants to DIR, the DIR Customers TxDOT and Entities that qualify as DIR Customers (or, at DIR's election, to their its designee(s)) a sublicense (with the right to grant sublicenses) on the same rights and terms (including warranties) that are available to Successful Respondent Service Provider (or Successful Respondent’s Service Provider's Affiliates or Subcontractors) to such Third Party Materials that are implicated by that Assistance Event for the benefit of DIR, the DIR Customers and Entities that qualify as DIR CustomersTxDOT; provided that, during the applicable period of time in which Successful Respondent Service Provider performs the relevant Termination Assistance Services, Successful Respondent Service Provider may, with DIRTxDOT's approval, substitute one of the following for such sublicense: (i) the transfer or assignment to DIR, any DIR Customer or Entities that qualify as DIR Customers (TxDOT or, at DIRTxDOT's election, to their its designee(s)) , of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable parties; (ii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their TxDOT and its designee(s)) of a new license (with terms at least as favorable as those in the license held by Successful Respondent Service Provider or its Affiliates or Subcontractors and with the right to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR Customers, and Entities that qualify as DIR Customers) TxDOT to such Third Party Materials for the benefit of DIR, the DIR Customers, and Entities that qualify as DIR CustomersTxDOT; or (iii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers (TxDOT or, at DIRTxDOT's election, to their its designee(s)) , of a substitute license for new Third Party Materials sufficient to perform, without additional cost, support or resources and at the levels of performance and efficiency required by this Agreement, the functions of such Third Party Materials. Successful Respondent Service Provider shall deliver to DIR, the DIR Customers, and Entities that qualify as DIR Customers (TxDOT or, at DIRTxDOT's election, to their its designee(s)) , a copy of such Third Party Materials (including source code, to the extent it has been available to Successful RespondentService Provider) and related documentation and shall cause maintenance, support and other services to continue to be available to DIR, the DIR Customers, and Entities that qualify as DIR Customers (TxDOT or, at DIRTxDOT's election, to their its designee(s)) , to the extent it has been available to Successful RespondentService Provider. Unless DIR TxDOT has otherwise agreed in advance in accordance with Section 6(b6.4(c), DIR, the DIR Customers, and Entities that qualify as DIR Customers TxDOT shall not be obligated to pay any fees or costs in connection with their receipt of the licenses, sublicenses and other rights specified in this Section 14.6(c). Successful Respondent Service Provider shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license or other rights set forth in this Section 14.6(c) without DIRTxDOT's prior written approval (and absent such approval, Successful RespondentService Provider's use of any such Third Party Materials shall obligate Successful Respondent Service Provider to provide, at no additional cost, such license and other rights to DIR, the DIR Customers, Entities that qualify as DIR Customers TxDOT and their designeesits designee(s). DIRTxDOT, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent Service Provider's completion of all Termination Assistance Services with respect to the Services for which such Third Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent Service Provider would have been obligated to make such payments if it had continued to hold the licenses in question or DIR TxDOT has agreed in advance to make such payments. To the extent DIR TxDOT has agreed in advance to pay any fees or costs in connection with its receipt of the licenses, sublicenses or other rights set forth in this Section 14.6(c), Successful Respondent Service Provider shall, at DIRTxDOT's request, identify the licensing and sublicensing options available to DIR, the DIR Customers, Entities that qualify as DIR Customers TxDOT and their its designee(s), and the fees and costs associated with each. Successful Respondent Service Provider shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible fees and costs for Third Party Materials. Successful Respondent Service Provider shall not commit DIR, the DIR Customers or Entities that qualify as DIR Customers TxDOT to paying any such fees or expenses without DIRTxDOT's prior approval. If the licensor offers more than one form of license, DIR TxDOT (not Successful RespondentService Provider) shall select the form of license to be received by DIR, the DIR Customers, Entities that qualify as DIR Customers TxDOT and their its designee(s).

Third Party Materials. (a) With respect to Third Party Materials for which Successful Respondent holds the license or for which Successful Respondent is financially responsible under this Agreement, upon the effective date of an Assistance Event, Successful Respondent hereby grants to DIR, the DIR Customers and Entities that qualify as DIR Customers (Customers, or, at DIR's election, to their designee(s)) designees, a sublicense (with the right to grant sublicenses) on the same rights terms and terms (including warranties) conditions that are available to Successful Respondent (or Successful Respondent’s Affiliates or Subcontractors) to such Third Party Materials that are implicated by that Assistance Event for the benefit of DIR, the DIR Customers and Entities that qualify as DIR Customers; provided that, during . (b) In the applicable period of time in which event that Successful Respondent performs is unable to obtain the relevant Termination Assistance Serviceslicense provided for by Section 8.6.4(a) despite using commercially reasonable efforts, Successful Respondent maymay offer, with and DIR's approval, substitute one of in its sole discretion, may select among the following substitutions for such sublicense: (i) the transfer or assignment to DIR, any the applicable DIR Customer or Entities that qualify as DIR Customers (Customer, or, at DIR's election, to their designee(s)) designees, of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable parties; (ii) the procurement for DIR, any the applicable DIR Customer or Entities that qualify as DIR Customers (Customer, or, at DIR's election, to their designee(s)) designees, of a new license (with terms at least as favorable as those in the license held by Successful Respondent or its Affiliates or Subcontractors Subcontractors) and with the right to either grant sublicenses or allow a third party Third Party the right to access and Use such Materials for the benefit of or Use by DIR, DIR Customers, and Entities that qualify as DIR Customers) Customers to such Third Party Materials for the benefit of DIR, the DIR Customers, and Entities that qualify as DIR Customers; or (iii) the procurement for DIR, DIR and any DIR Customer or Entities that qualify as DIR Customers (Customer, or, at DIR's election, to their designee(s)) designees, of a substitute license for new Third Party Materials sufficient to perform, without additional cost, support support, or resources and at the levels of performance and efficiency required by this Agreement, the functions of such Third Party Materials. . (c) Successful Respondent shall deliver to DIR, the DIR and DIR Customers, and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) designees, a copy of such Third Party Materials (including source code, to the extent it has been available to Successful Respondent) and related documentation and shall cause maintenance, support support, and other services to continue to be available to DIR, the DIR and DIR Customers, and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) designees, to the extent it has been available to Successful Respondent. Unless DIR has otherwise agreed in advance in accordance with Section 6(b)writing, DIR, the DIR Customers, and Entities that qualify as DIR Customers shall not be obligated to pay any fees or costs in connection with their receipt of the licenses, sublicenses sublicenses, and other rights specified in this Section 14.6(c)Section. Successful Respondent shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license or other rights set forth in this Section 14.6(c) without DIR's prior written approval (and absent such approval, Successful Respondent's use of any such Third Party Materials shall obligate Successful Respondent to provide, at no additional cost, such license and other rights to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designees). DIR, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent 's completion of all Termination Assistance Services with respect to the Services for which such Third Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent would have been obligated to make such payments if it had continued to hold the licenses in question or DIR has agreed in advance to make such payments. . (d) To the extent DIR has agreed in advance to pay any fees or costs in connection with its receipt of the licenses, sublicenses or other rights set forth in this Section 14.6(c)Section, Successful Respondent shall, at DIR's request, identify the licensing and sublicensing options available to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s)designees, and the fees and costs associated with each. Successful Respondent shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible fees and costs for Third Party Materials. Successful Respondent shall not commit DIR, the DIR Customers or Entities that qualify as DIR Customers to paying any such fees or expenses without DIR's prior approval. If the licensor offers more than one form of license, DIR (not Successful Respondent) shall select the form of license to be received by DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s)designees.

Third Party Materials. With Unless Client otherwise agrees in advance in accordance with Section 7.4(c), with respect to Third Party Materials for which Successful Respondent holds licensed by Provider or Provider Affiliates or Subcontractors and used by them to provide the license or for which Successful Respondent is financially responsible under this AgreementServices, upon the effective date of an Assistance Event, Successful Respondent Provider hereby grants to DIR, the DIR Customers and Entities that qualify as DIR Customers Eligible Recipients (orand, at DIR's Client’s election, to their designee(s)Third Party Contractor(s) that sign a written agreement with Client to be bound by terms at least as protective as the terms contained herein applicable to such Third Party Materials) a sublicense (with the right to grant sublicenses) on offering the same rights and terms (including warranties) that are available to Successful Respondent (or Successful Respondent’s Affiliates or Subcontractors) warranties with respect to such Third Party Materials available to Provider (or the applicable Provider Affiliates or Subcontractors), on terms and conditions that are implicated by that Assistance Event at least as favorable in all material respects as those applicable to Provider (or the applicable Provider Affiliate or Subcontractor), for the benefit of DIR, the DIR Customers and Entities that qualify as DIR CustomersEligible Recipients upon the expiration or termination of the Term with respect to the Services for which such Materials were used; provided that, during the applicable period of time in which Successful Respondent performs the relevant Termination Assistance ServicesDisengagement Services period, Successful Respondent Provider may, with DIR's Client’s approval, substitute one an assignment of the following existing license or procurement of a new license for such sublicense: (i) the transfer or assignment . Prior to DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) Provider’s first use of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable parties; (ii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of a new license (with terms at least as favorable as those in the license held performance of the Services, Provider shall identify the Third Party Materials as part of the governance process in Exhibit 6. In the event that Provider cannot offer the rights described in paragraph (c) above, Client may not unreasonably withhold its approval to a request by Successful Respondent or its Affiliates or Subcontractors and with the right Provider to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR Customers, and Entities that qualify as DIR Customers) to use such Third Party Materials for in the benefit performance of DIRthe Services. Unless Client has otherwise agreed in advance, the DIR Customers, and Entities that qualify as DIR Customers; or Eligible Recipients (iii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's electionand, to their designee(s)) of a substitute license for new the extent applicable, Third Party Materials sufficient Contractors) shall not be obligated to performpay any license or transfer fees in connection with its receipt of the licenses, sublicenses and other rights specified in this Section 15.6, other than with respect to Inherited Subcontractors unless Provider has entered into a new agreement with such Inherited Subcontractor. If the Third Party Contract for an In-Scope Agreement (including Inherited Subcontractors) does not permit the license or transfer to Client without additional costpayment of associated fees, support or resources and at the levels of performance and efficiency required by this Agreement, the functions of Provider may replace such Third Party MaterialsContract with a Third Party Contract that also does not permit such license or transfer. Successful Respondent In addition, unless Client has otherwise agreed in advance, Provider shall deliver to DIR, the DIR Customers, and Entities that qualify as DIR Customers Eligible Recipients (or, at DIR's electionand, to their designee(sthe extent applicable, Third Party Contractor(s)) a copy of such Third Party Materials (including source code, to the extent it has been available to Successful RespondentProvider) and related documentation and shall cause maintenance, support and other services to continue to be available to DIR, the DIR Customers, and Entities that qualify as DIR Customers Eligible Recipients (orand, at DIR's Client’s election, to their designee(s)) to the extent it has been available to Successful RespondentProvider. Unless DIR has otherwise agreed in advance in accordance with Section 6(b), DIR, the DIR Customers, and Entities that qualify as DIR Customers shall not be obligated to pay any fees or costs in connection with their receipt of the licenses, sublicenses and other rights specified in this Section 14.6(c). Successful Respondent shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license or other rights set forth in this Section 14.6(c) without DIR's prior written approval (and absent such approval, Successful Respondent's use of any such Third Party Materials shall obligate Successful Respondent to provide, at no additional cost, such license and other rights to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designees). DIRClient, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent 's completion the expiration or termination of all Termination Assistance Services the Term with respect to the Services for which such Third Party Materials were used used, for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent Provider would have been obligated to make such payments if it had continued to hold the licenses in question or DIR Client has agreed in advance to make such payments. To the extent DIR Client has agreed in advance to pay any fees or costs in connection with its receipt of the such licenses, sublicenses or other rights set forth in this Section 14.6(c)rights, Successful Respondent Provider shall, at DIR's Client’s request, identify the licensing and sublicensing options available to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s), Eligible Recipients and the license or transfer fees and costs associated with each. Successful Respondent Provider shall use commercially reasonable efforts Commercially Reasonable Efforts to obtain the most favorable options and the lowest possible transfer, license, relicense, assignment or termination fees and costs for Third Party Materials. Successful Respondent Provider shall not commit DIR, the DIR Customers or Entities that qualify as DIR Customers any Eligible Recipient to paying any such fees or expenses without DIR's Client’s prior approval. If the licensor offers more than one form of license, DIR Client (not Successful RespondentProvider) shall select the form of license to be received by DIRClient, the DIR Customers, Entities that qualify as DIR Customers and other Eligible Recipients or their designee(s).

Third Party Materials. With respect to Third Party Materials for which Successful Respondent holds licensed by Service Provider or Service Provider Affiliates or Subcontractors and used by Service Provider, Service Provider Affiliates or Subcontractors in performing the license Services or for which Successful Respondent is financially responsible under this Agreementprovided to Allegheny, upon any Eligible Recipients or Allegheny Third Party Contractors by Service Provider, Service Provider Affiliates or Subcontractors in connection with the effective date of an Assistance EventServices ***, Successful Respondent Service Provider hereby grants to DIR, Allegheny and the DIR Customers and Entities that qualify as DIR Customers Eligible Recipients (or, at DIR's Allegheny’s election, to their designee(s)) a sublicense (with the right to grant sublicensessublicenses to Allegheny Affiliates who would have been entitled to use the Third Party Materials during the Term and Allegheny Third Party Contractors for their use in providing services to Allegheny and its Affiliates) on offering the same rights and terms (including warranties) that are available to Successful Respondent (or Successful Respondent’s Affiliates or Subcontractors) warranties with respect to such Third Party Materials that are implicated by that Assistance Event available to Service Provider (or Service Provider Affiliates or Subcontractors), on the same terms and conditions, for the benefit and use of DIRAllegheny, Allegheny Affiliates and the DIR Customers and Entities that qualify as DIR CustomersEligible Recipients upon the expiration or termination of the Term with respect to the Services for which such Third Party Materials were used; provided that, during the applicable period of time in which Successful Respondent performs the relevant Termination Assistance ServicesServices period, Successful Respondent Service Provider may, with DIR's Allegheny’s approval, substitute one of the following for such sublicense: (i) the transfer or assignment to DIR, any DIR Customer or Entities that qualify as DIR Customers Allegheny and the Eligible Recipients (or, at DIR's Allegheny’s election, to their designee(s)) of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable partiesMaterials; (ii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers Allegheny and the Eligible Recipients (or, at DIR's Allegheny’s election, to their designee(s)) of a new license (with terms at least as favorable as those in the license held by Successful Respondent Service Provider or its Affiliates or Subcontractors and with the right to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR Customers, and Entities that qualify as DIR Customerssublicenses) to such Third Party Materials for the benefit or use of DIRAllegheny, Allegheny Affiliates and the DIR Customers, and Entities that qualify as DIR CustomersEligible Recipients; or (iii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers Allegheny and the Eligible Recipients (or, at DIR's Allegheny’s election, to their designee(s)) of a substitute license for new Third Party Materials sufficient to perform, without additional cost, support or resources and at the levels of performance and efficiency required by this Agreement, the functions of such the Third Party MaterialsMaterials necessary to enable Allegheny or its designee to provide the Services after the expiration or termination of the Term. Successful Respondent In addition, Service Provider shall deliver to DIR, Allegheny and the DIR Customers, and Entities that qualify as DIR Customers Eligible Recipients (or, at DIR's Allegheny’s election, to their designee(s)) a copy of such Third Party Materials (including source code, to the extent it has been available to Successful RespondentService Provider and Service Provider has the right to make it available to Allegheny in accordance with the requirements of Section 14.3(d)) and related documentation and shall use commercially reasonable efforts to cause maintenance, support and other services to continue to be available to DIR, Allegheny and the DIR Customers, and Entities that qualify as DIR Customers Eligible Recipients at Allegheny’s cost (or, at DIR's Allegheny’s election, to their designee(s)) to the extent it has been available to Successful RespondentService Provider). Unless DIR Allegheny has otherwise agreed in advance in accordance with Section 6(b6.4(c), DIR, Allegheny and the DIR Customers, and Entities that qualify as DIR Customers Eligible Recipients shall not be obligated to pay any license or transfer fees or costs in connection with their its receipt of the licenses, sublicenses and other rights specified in this Section 14.6(c). Successful Respondent ***, Service Provider shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license such license, sublicense or other rights set forth in this Section 14.6(c) without DIR's Allegheny’s prior written approval (and absent such approval, Successful Respondent's Service Provider’s use of any such Third Party Materials shall obligate Successful Respondent Service Provider to provide, at no additional cost, such license licenses, sublicenses and other rights to DIRrights, the DIR Customers, Entities that qualify as DIR Customers and or their designeesfunctional equivalents). DIRAllegheny, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent 's completion the expiration or termination of all Termination Assistance Services the Term with respect to the Services for which such Third Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent Service Provider would have been obligated to make such payments if it had continued to hold the licenses in question for Allegheny or DIR Allegheny has agreed in advance to make such payments. To the extent DIR Allegheny has agreed in advance to pay any fees or costs in connection with its receipt of the such licenses, sublicenses or other rights set forth in this Section 14.6(c)rights, Successful Respondent Service Provider shall, at DIR's Allegheny’s request, identify the licensing and sublicensing options available to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s), Allegheny and the Eligible Recipients and the license or transfer fees and costs associated with each. Successful Respondent Service Provider shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible transfer, license, relicense, assignment or termination fees and costs for Third Party Materials. Successful Respondent Service Provider shall not commit DIR, Allegheny or the DIR Customers or Entities that qualify as DIR Customers Eligible Recipients to paying any such fees or expenses without DIR's Allegheny’s prior approval. If the licensor offers more than one form of license, DIR Allegheny (not Successful RespondentService Provider) shall select the form of license to be received by DIRAllegheny, the DIR Customers, Entities that qualify as DIR Customers and Eligible Recipients or their designee(s).

Third Party Materials. With Unless otherwise provided in a Supplement or otherwise agreed in advance by CoreLogic in accordance with Section 6.5(c), with respect to Third Party Materials for which Successful Respondent holds the license licensed by Supplier or for which Successful Respondent is financially responsible under this AgreementSupplier Affiliates or Subcontractors and ***, upon the effective date of an Assistance Event, Successful Respondent Supplier hereby grants to DIR, the DIR Customers and Entities that qualify as DIR Customers Eligible Recipients (orand, at DIR's CoreLogic’s election, to their designee(s)*** that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Third Party Materials) a sublicense (with the right to grant sublicenses) on offering the same rights and terms (including warranties) that are available to Successful Respondent (or Successful Respondent’s Affiliates or Subcontractors) warranties with respect to such Third Party Materials available to Supplier (or the applicable Supplier Affiliates or Subcontractors), on terms and conditions that are implicated by that Assistance Event at least as favorable in all material respects as those applicable to Supplier (or the applicable Supplier Affiliate or Subcontractor), for the benefit of DIR, the DIR Customers and Entities that qualify as DIR CustomersEligible Recipients upon the expiration or termination of the Term with respect to the Services for which such Materials were used; provided that, during the applicable period of time in which Successful Respondent performs the relevant Termination Assistance ServicesDisengagement Services period, Successful Respondent Supplier may, with DIR's approval, *** substitute one of the following for such sublicense: : (i) the transfer or assignment to DIRCoreLogic, any DIR Customer or Entities that qualify as DIR Customers (orthe other Eligible Recipients and such ***, at DIR's election, to their designee(s)) of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable parties; Materials; or (ii) the procurement for DIRCoreLogic, any DIR Customer or Entities that qualify as DIR Customers Eligible Recipients and such *** of either a (or, at DIR's election, to their designee(s)a) of a new license (with terms at least as favorable as those in the license held by Successful Respondent Supplier or its Affiliates or Subcontractors (unless and to the extent less favorable pricing is based upon volume) and with the right to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR Customers, and Entities that qualify as DIR Customerssublicenses) to such Third Party Materials for the benefit of DIRthe Eligible Recipients, the DIR Customers, and Entities that qualify as DIR Customers; or or (iii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of a substitute license for new Third Party Materials sufficient to perform, without additional cost***unless and to the extent ***), support or resources and at the levels of performance and efficiency required by this Agreement, the functions of such Third Party Materials. Successful Respondent shall deliver to DIR, the DIR Customers, and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a copy of such Third Party Materials (including source code, necessary to the extent it has been available enable CoreLogic or its designee to Successful Respondent) and related documentation and shall cause maintenance, support and other services to continue to be available to DIR, the DIR Customers, and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) to the extent it has been available to Successful Respondent. Unless DIR has otherwise agreed in advance in accordance with Section 6(b), DIR, the DIR Customers, and Entities that qualify as DIR Customers shall not be obligated to pay any fees or costs in connection with their receipt of the licenses, sublicenses and other rights specified in this Section 14.6(c). Successful Respondent shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license or other rights set forth in this Section 14.6(c) without DIR's prior written approval (and absent such approval, Successful Respondent's use of any such Third Party Materials shall obligate Successful Respondent to provide, at no additional cost, such license and other rights to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designees). DIR, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent 's completion of all Termination Assistance Services with respect to provide the Services for which such Third Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent would have been obligated to make such payments if it had continued to hold the licenses in question or DIR has agreed in advance to make such payments. To the extent DIR has agreed in advance to pay any fees or costs in connection with its receipt of the licenses, sublicenses or other rights set forth in this Section 14.6(c), Successful Respondent shall, at DIR's request, identify the licensing and sublicensing options available to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s), and the fees and costs associated with each. Successful Respondent shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible fees and costs for Third Party Materials. Successful Respondent shall not commit DIR, the DIR Customers or Entities that qualify as DIR Customers to paying any such fees or expenses without DIR's prior approval. If the licensor offers more than one form of license, DIR (not Successful Respondent) shall select the form of license to be received by DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s)used.

Third Party Materials. (a) With respect to Third Party Materials for which Successful Respondent holds the license or for which Successful Respondent is financially responsible under this Agreement, upon the effective date of an Assistance Event, Successful Respondent hereby grants to DIR, the DIR Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a sublicense (with the right to grant sublicenses) on the same rights and terms (including warranties) that are available to Successful Respondent (or Successful Respondent’s Affiliates or Subcontractors) to such Third Party Materials that are implicated by that Assistance Event for the benefit of DIR, the DIR Customers and Entities that qualify as DIR Customers; provided that, during the applicable period of time in which Successful Respondent performs the relevant Termination Assistance Services, Successful Respondent may, with DIR's approval, substitute one of the following for such sublicense: (i) the transfer or assignment to DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable parties; (ii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of a new license (with terms at least as favorable as those in the license held by Successful Respondent or its Affiliates or Subcontractors and with the right to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR Customers, and Entities that qualify as DIR Customers) to such Third Party Materials for the benefit of DIR, the DIR Customers, and Entities that qualify as DIR Customers; or (iii) the procurement for DIR, any DIR Customer Customer, or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of a substitute license for new Third Party Materials sufficient to perform, without additional cost, support or resources and at the levels of performance and efficiency required by this Agreement, the functions of such Third Party Materials. . (b) Successful Respondent shall deliver to DIR, the DIR Customers, and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a copy of such Third Party Materials (including source code, to the extent it has been available to Successful Respondent) and related documentation and shall cause maintenance, support and other services to continue to be available to DIR, the DIR Customers, and Entities that qualify as DIR Customers ([or, at DIR's election, to their designee(s)) ] to the extent it has been available to Successful Respondent. Unless DIR has otherwise agreed in advance in accordance with Section 6(b)in, DIR, the DIR Customers, and Entities that qualify as DIR Customers shall not be obligated to pay any fees or costs in connection with their receipt of the licenses, sublicenses sublicenses, and other rights specified in this Section 14.6(c)Section. Successful Respondent shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license or other rights set forth in this Section 14.6(c) without DIR's prior written approval (and absent such approval, Successful Respondent's use of any such Third Party Materials shall obligate Successful Respondent to provide, at no additional cost, such license and other rights to DIR, the DIR Customers, Entities that qualify as DIR Customers Customers, and their designees). DIR, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent 's completion of all Termination Assistance Services with respect to the Services for which such Third Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent would have been obligated to make such payments if it had continued to hold the licenses in question or DIR has agreed in advance to make such payments. . (c) To the extent DIR has agreed in advance to pay any fees or costs in connection with its receipt of the licenses, sublicenses or other rights set forth in this Section 14.6(c)Section, Successful Respondent shall, at DIR's request, identify the licensing and sublicensing options available to DIR, the DIR Customers, Entities that qualify as DIR Customers Customers, and their designee(s), and the fees and costs associated with each. Successful Respondent shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible fees and costs for Third Party Materials. Successful Respondent shall not commit DIR, the DIR Customers or Entities that qualify as DIR Customers to paying any such fees or expenses without DIR's prior approval. If the licensor offers more than one form of license, DIR (not Successful Respondent) shall select the form of license to be received by DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s).

Third Party Materials. With Unless otherwise expressly set forth in this Agreement, with respect to Third Party Materials for which Successful Respondent Service Provider holds the license or for which Successful Respondent Service Provider is financially responsible under this Agreement, upon the effective date of an Assistance Event, Successful Respondent Service Provider hereby grants to DIR, the DIR Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a sublicense (with the right to grant sublicenses) on the same rights and terms (including warranties) that are available to Successful Respondent Service Provider (or Successful Respondent’s Service Provider's Affiliates or Subcontractors) to such Third Party Materials that are implicated by that Assistance Event for the benefit of DIR, the DIR Customers and Entities that qualify as DIR Customers; provided that, during the applicable period of time in which Successful Respondent Service Provider performs the relevant Termination Assistance Services, Successful Respondent Service Provider may, with DIR's approval, substitute one of the following for such sublicense: (i) the transfer or assignment to DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable parties; (ii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of a new license (with terms at least as favorable as those in the license held by Successful Respondent Service Provider or its Affiliates or Subcontractors and with the right to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR Customers, Customers and Entities that qualify as DIR Customers) to such Third Party Materials for the benefit of DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers; or (iii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) of a substitute license for new Third Party Materials sufficient to perform, without additional cost, support or resources and at the levels of performance and efficiency required by this Agreement, the functions of such Third Party Materials. Successful Respondent Service Provider shall deliver to DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a copy of such Third Party Materials (including source code, to the extent it has been available to Successful RespondentService Provider) and related documentation and shall cause maintenance, support and other services to continue to be available to DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) to the extent it has been available to Successful RespondentService Provider. Unless DIR has otherwise agreed in advance in accordance with Section 6(b6.4(c), DIR, the DIR Customers, Customers and Entities that qualify as DIR Customers shall not be obligated to pay any fees or costs in connection with their receipt of the licenses, sublicenses and other rights specified in this Section 14.6(c). Successful Respondent Service Provider shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license or other rights set forth in this Section 14.6(c) without DIR's prior written approval (and absent such approval, Successful RespondentService Provider's use of any such Third Party Materials shall obligate Successful Respondent Service Provider to provide, at no additional cost, such license and other rights to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designees). DIR, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent Service Provider's completion of all Termination Assistance Services with respect to the Services for which such Third Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent Service Provider would have been obligated to make such payments if it had continued to hold the licenses in question or DIR has agreed in advance to make such payments. To the extent DIR has agreed in advance to pay any fees or costs in connection with its receipt of the licenses, sublicenses or other rights set forth in this Section S ection 14.6(c), Successful Respondent Service Provider shall, at DIR's request, identify the licensing and sublicensing options available to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s), and the fees and costs associated with each. Successful Respondent Service Provider shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible fees and costs for Third Party Materials. Successful Respondent Service Provider shall not commit DIR, the DIR Customers or Entities that qualify as DIR Customers to paying any such fees or expenses without DIR's prior approval. If the licensor offers more than one form of license, DIR (not Successful RespondentService Provider) shall select the form of license to be received by DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s).

Third Party Materials. (a) With respect to Third Party Materials (subject to Section 4.16.3) for which Successful Respondent holds the license or for which Successful Respondent is financially responsible under this Agreement, upon the effective date of an Assistance Event, Successful Respondent hereby grants to DIR, the DIR Customers and Entities that qualify as DIR Customers ([or, at DIR's election, to their designee(s)) ] a sublicense (with the right to grant sublicenses) on the same rights and terms (including warranties) that are available to Successful Respondent (or Successful Respondent’s Affiliates or Subcontractors) to such Third Party Materials that are implicated by that Assistance Event for the benefit of DIR, the DIR Customers and Entities that qualify as DIR Customers; provided that, during the applicable period of time in which Successful Respondent performs the relevant Termination Assistance Services, Successful Respondent may, with DIR's approval, substitute one of the following for such sublicense: (i) the transfer or assignment to DIR, any DIR Customer or Entities that qualify as DIR Customers ([or, at DIR's election, to their designee(s)) ] of the underlying license for such Third Party Materials on terms and conditions acceptable to all applicable parties; (ii) the procurement for DIR, any DIR Customer or Entities that qualify as DIR Customers ([or, at DIR's election, to their designee(s)) ] of a new license (with terms at least as favorable as those in the license held by Successful Respondent or its Affiliates or Subcontractors and with the right to either grant sublicenses or allow a third party the right to access and Use such Materials for the benefit of or Use by DIR, DIR Customers, and Entities that qualify as DIR Customers) to such Third Party Materials for the benefit of DIR, the DIR Customers, and Entities that qualify as DIR Customers; or (iii) the procurement for DIR, any DIR Customer Customer, or Entities that qualify as DIR Customers ([or, at DIR's election, to their designee(s)) ] of a substitute license for new Third Party Materials sufficient to perform, without additional cost, support or resources and at the levels of performance and efficiency required by this Agreement, the functions of such Third Party Materials. . (b) Successful Respondent shall deliver to DIR, the DIR Customers, and Entities that qualify as DIR Customers ([or, at DIR's election, to their designee(s)) ] a copy of such Third Party Materials (including source code, to the extent it has been available to Successful Respondent) and related documentation and shall cause maintenance, support and other services to continue to be available to DIR, the DIR Customers, and Entities that qualify as DIR Customers ([or, at DIR's election, to their designee(s)) ] to the extent it has been available to Successful Respondent. Unless DIR has otherwise agreed in advance in accordance with Section 6(b)in, DIR, the DIR Customers, and Entities that qualify as DIR Customers shall not be obligated to pay any fees or costs in connection with their receipt of the licenses, sublicenses sublicenses, and other rights specified in this Section 14.6(c)Section. Successful Respondent shall not use any Third Party Materials in connection with the Services for which it is unable to offer the license or other rights set forth in this Section 14.6(c) without DIR's prior written approval (and absent such approval, Successful Respondent's use of any such Third Party Materials shall obligate Successful Respondent to provide, at no additional cost, such license and other rights to DIR, the DIR Customers, Entities that qualify as DIR Customers Customers, and their designees). DIR, however, shall be obligated to make monthly or annual payments attributable to periods after Successful Respondent 's completion of all Termination Assistance Services with respect to the Services for which such Third Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Successful Respondent would have been obligated to make such payments if it had continued to hold the licenses in question or DIR has agreed in advance to make such payments. . (c) To the extent DIR has agreed in advance to pay any fees or costs in connection with its receipt of the licenses, sublicenses or other rights set forth in this Section 14.6(c)Section, Successful Respondent shall, at DIR's request, identify the licensing and sublicensing options available to DIR, the DIR Customers, Entities that qualify as DIR Customers Customers, and their designee(s), and the fees and costs associated with each. Successful Respondent shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible fees and costs for Third Party Materials. Successful Respondent shall not commit DIR, the DIR Customers or Entities that qualify as DIR Customers to paying any such fees or expenses without DIR's prior approval. If the licensor offers more than one form of license, DIR (not Successful Respondent) shall select the form of license to be received by DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s).