Common use of Financial Responsibility Clause in Contracts

Financial Responsibility. Each Party shall be financially responsible for any third party fees or expenses incurred on or after the Commencement Date associated with Materials, Equipment, Equipment Leases and Third Party Contracts for which such Party is financially responsible under Attachment 4-B (excluding Third Party Contracts administered by Service Provider on a Pass- Through basis, which are addressed in Section 11.2). Unless otherwise expressly provided, each Party also shall be financially responsible for any third party fees or expenses on or after the Commencement Date associated with new, substitute or replacement Materials, Equipment, Equipment Leases or Third Party Contracts (including Upgrades, enhancements, new versions or new releases of Software or Equipment) for which such Party is financially responsible under Attachment 4-B. With respect to Third Party Material licenses, Equipment Leases and Third Party Contracts that are assigned to Service Provider by DIR and/or DIR Customers or for which Service Provider otherwise assumes financial responsibility under this Agreement, Service Provider shall: (i) pay all amounts becoming due under such licenses, leases or contracts, and all related expenses, for periods on or after the Commencement Date; (ii) rebate to DIR any payment of such amounts in accordance with Section 11.9(a); (iii) pay all modification, termination, cancellation, late payment, renewal or other fees, penalties, charges, interest or other expenses attributable to periods on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service Provider); (iv) pay all costs associated with the transfer of such licenses, leases and contracts to Service Provider, including all taxes associated with such transfer; and (v) be responsible for curing any defaults in Service Provider's performance under such licenses, leases and contracts on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service Provider).

Financial Responsibility. Each Party shall be financially responsible for any third party fees or expenses incurred on or after the Commencement Date associated with Materials, Equipment, Equipment Leases Leases, and Third Party Contracts for which such Party is financially responsible under Attachment 4-B (excluding Third Party Contracts administered by Service Provider on a Pass- Through basis, which are addressed in Section 11.2). Unless otherwise expressly provided, each Party also shall be financially responsible for any third party fees or expenses on or after the Commencement Date associated with new, substitute substitute, or replacement Materials, Equipment, Equipment Leases Leases, or Third Party Contracts (including Upgrades, enhancements, new versions versions, or new releases of Software or Equipment) for which such Party is financially responsible under Attachment 4-B. With respect to Third Party Material licenses, Equipment Leases Leases, and Third Party Contracts that are assigned to Service Provider by DIR and/or DIR Customers or for which Service Provider otherwise assumes financial responsibility under this Agreement, Service Provider shall: : (i) pay all amounts becoming due under such licenses, leases leases, or contracts, and all related expenses, for periods on or after the Commencement Date; (ii) rebate to DIR any payment of such amounts in accordance with Section 11.9(a); (iii) pay all modification, termination, cancellation, late payment, renewal renewal, or other fees, penalties, charges, interest interest, or other expenses attributable to periods on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest interest, or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service Provider); (iv) pay all costs associated with the transfer of such licenses, leases leases, and contracts to Service Provider, including all taxes associated with such transfer; and (v) be responsible for curing any defaults in Service Provider's performance under such licenses, leases leases, and contracts on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest interest, or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service Provider).

Financial Responsibility. Each Party shall be financially responsible for any third party fees or expenses incurred on or after the Commencement Date associated with Materials, Equipment, Equipment Leases and Third Party Contracts for which such Party is financially responsible under Attachment 4-B (excluding Third Party Contracts administered by Service Provider on a Pass- Pass-Through basis, which are addressed in Section 11.2). Unless otherwise expressly provided, each Party also shall be financially responsible for any third party fees or expenses on or after the Commencement Date associated with new, substitute or replacement Materials, Equipment, Equipment Leases or Third Party Contracts (including Upgrades, enhancements, new versions or new releases of Software or Equipment) for which such Party is financially responsible under Attachment 4-B. With respect to Third Party Material licenses, Equipment Leases and Third Party Contracts that are assigned to Service Provider by DIR and/or DIR Customers or for which Service Provider otherwise assumes financial responsibility under this Agreement, Service Provider shall: : (i) pay all amounts becoming due under such licenses, leases or contracts, and all related expenses, for periods on or after the Commencement Date; (ii) rebate to DIR any payment of such amounts in accordance with Section 11.9(a); (iii) pay all modification, termination, cancellation, late payment, renewal or other fees, penalties, charges, interest or other expenses attributable to periods on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service Provider); (iv) pay all costs associated with the transfer of such licenses, leases and contracts to Service Provider, including all taxes associated with such transfer; and (v) be responsible for curing any defaults in Service Provider's performance under such licenses, leases and contracts on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service Provider).

Financial Responsibility. Each Party Supplier shall be financially responsible for any third party fees or expenses incurred on or after the Commencement Date associated with Materials, Equipment, Equipment Leases the provision of the Services described in this Agreement with respect to Software and related Third Party Contracts for which such Party Supplier is financially responsible under Attachment 4-B (excluding Third Party Contracts administered by Service Provider on a Pass- Through basis, which are addressed in Section 11.2)Schedules E and J.1. Unless otherwise expressly provided, each Party Supplier also shall be financially responsible for any third party fees or expenses on or after the Commencement Date associated with new, substitute or replacement Materials, Equipment, Equipment Leases Software or related Third Party Contracts (including Upgradesupgrades, enhancements, new versions or new releases of Software or Equipmentsuch Software) for which such Party Supplier is financially responsible under Attachment 4-B. Schedules E and J.1. With respect to Third Party Material licenses, Equipment Leases Software licenses and related Third Party Contracts that are assigned transferred to Service Provider Supplier by DIR and/or DIR Customers ABM or for which Service Provider Supplier otherwise assumes financial responsibility under this Agreement, Service Provider shall: including those listed on Schedules F.3 and F.4, Supplier shall (i) pay all amounts becoming due under such licenses, leases licenses or contractsrelated Agreements, and all related expenses, for periods on or after the Commencement Date and which are not related to periods prior to the Commencement Date (e.g., late fees, penalties or other amounts relating to payments due prior to the Commencement Date) which remain ABM’s responsibility; (ii) rebate to DIR ABM any payment prepayment of such amounts in accordance with Section 11.9(a11.10(a); (iii) pay all modification, termination, cancellation, late payment, renewal or other fees, penalties, charges, interest or other expenses attributable that relate to periods on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service ProviderABM in contravention of its obligations under this Agreement); (iv) pay all costs associated with the transfer of such licenses, leases licenses and contracts to Service ProviderSupplier, including all taxes associated with such transfer; and (v) be responsible for curing any defaults in Service Provider's performance complying with Supplier’s duties and obligations under such licenses, leases and licenses or contracts on or after the Commencement Date and for curing any failure to so comply (except to the extent that such fees, penalties, charges, interest or other expenses failure directly result results from the wrongful acts or omissions of DIR, prior to assignment to Service ProviderABM in contravention of its obligations under this Agreement).

Financial Responsibility. Each Party Supplier shall be financially responsible for any third party fees or expenses attributable to periods on or after the Commencement Date that are associated with Software, Equipment, Equipment Leases and related Third Party Contracts used to provide the Services, except those for which Kraft is financially responsible under the the applicable Supplement (i.e., not including the sub schedules attached thereto). Kraft shall be responsible for third party fees or expenses incurred on or after the Commencement Date that are associated with MaterialsSoftware, Equipment, Equipment Leases and Third Party Contracts used to provide the Services for which such Party Kraft is financially responsible under Attachment 4-B (excluding Third Party Contracts administered by Service Provider on a Pass- Through basis, which are addressed in Section 11.2)such the applicable Supplement. Unless otherwise expressly provided, each Party also shall be financially responsible for any third party fees or expenses attributable to periods on or after the Commencement Date that are associated with new, substitute substitute, renewal or replacement MaterialsSoftware, Equipment, Equipment Leases leases or Third Party Contracts (including Upgrades, enhancements, new versions or new releases of such Software or Equipment) for which such Party is financially responsible under Attachment 4-B. such the applicable Supplement. With respect to Third Party Material Software licenses, Equipment Leases and Third Party Contracts that are assigned transferred to Service Provider Supplier by DIR and/or DIR Customers Kraft or for which Service Provider Supplier otherwise assumes financial responsibility under this Agreement, Service Provider shall: Supplier shall (i) pay all amounts becoming due under such licenses, leases or contracts, and all related expenses, for to the extent attributable to periods on or after the Commencement DateDate in connection with which such licenses, leases and contracts are transferred to Supplier; (ii) rebate to DIR Kraft any payment prepayment of such amounts in accordance with Section 11.9(a)11.9.1; (iii) pay all modification, termination, cancellation, late payment, renewal or other fees, penalties, charges, interest or other expenses attributable relating to periods on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service Provider)Date; (iv) pay all costs associated with the transfer of such licenses, leases and contracts to Service ProviderSupplier, including all taxes associated with such transfer; and (v) be responsible for curing any defaults in Service Provider's Supplier’s performance under such licenses, leases and contracts on or after the Commencement Date (except Date. Kraft will remain responsible for all amounts due under such license, leases and contracts that are attributable to periods prior to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service Provider)Commencement Date.

Financial Responsibility. Each In addition to the Third Party Contracts identified in Sections 6.4 and 6.5 and Schedule E, Supplier shall be financially responsible for any third party fees or expenses incurred on or after the Commencement Date associated with Materials, Equipment, Equipment Leases and Third Party Contracts for which such Party is financially responsible under Attachment 4-B (excluding Third Party Contracts administered by Service Provider Supplier on a Pass- Through pass-through basis, which are addressed in Section 11.2)) used by Supplier to provide the Services. Unless otherwise expressly provided, each Party Supplier also shall be financially responsible for any third party fees or expenses on or after the Commencement Date associated with new, substitute or replacement Materials, Equipment, Equipment Leases or Third Party Contracts (including Upgrades, enhancements, new versions or new releases of Software or Equipment) for which such Party Supplier is financially responsible under Attachment 4-B. Schedules E and J.1. With respect to Third Party Material licenses, Equipment Leases and Third Party Contracts that are assigned transferred to Service Provider Supplier by DIR and/or DIR Customers ABM or for which Service Provider Supplier otherwise assumes financial responsibility under this Agreement, Service Provider shall: including those listed on Schedule F.3, Supplier shall (i) pay all amounts becoming due under such licenses, leases licenses or contractsrelated Agreements, and all related expenses, for periods on or after the Commencement Date and which are not related to periods prior to the Commencement Date (e.g., late fees, penalties or other amounts relating to payments due prior to the Commencement Date) which remain ABM’s responsibility; (ii) rebate to DIR ABM any payment prepayment of such amounts in accordance with Section 11.9(a11.10(a); (iii) pay all modification, termination, cancellation, late payment, renewal or other fees, penalties, charges, interest or other expenses attributable that relate to periods on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service ProviderABM in contravention of its obligations under this Agreement); (iv) pay all costs associated with the transfer of such licenses, leases and contracts contract to Service ProviderSupplier, including all taxes associated with such transfer; and (v) be responsible for curing any defaults in Service Provider's performance complying with Supplier’s duties and obligations under such licenses, leases and contracts on or after the Commencement Date and for curing any failure to so comply (except to the extent that such fees, penalties, charges, interest or other expenses failure directly result results from the wrongful acts or omissions of DIR, prior to assignment to Service ProviderABM in contravention of its obligations under this Agreement).

Financial Responsibility. Each Party shall be financially responsible for any third party fees or expenses incurred (including maintenance and/or support charges, if any) on or after the Commencement Date associated with Materials, Equipment, Equipment Leases and related Third Party Contracts for which such Party is financially responsible under Attachment 4-B (excluding Third Party Contracts administered by Service Provider on a Pass- Through basisSCHEDULES E, which are addressed in Section 11.2)E.1, and F.3. Unless otherwise expressly provided, each Each Party also shall be financially responsible for any third party fees or expenses relating to periods on or after the Commencement Date associated with new, substitute or replacement Materials, Equipment, Equipment Leases leases or related Third Party Contracts (including Upgradesupgrades, enhancements, new versions enhancements or new releases of Software or such Equipment) for which such Party is financially responsible under Attachment 4-B. SCHEDULES E E.1, and F.3. With respect to Equipment, Equipment Leases and related Third Party Material licensesContracts that are transferred to Amdocs by AT&T or for which Amdocs otherwise assumes responsibility under this Agreement, including the Equipment Leases and Third Party Contracts that are assigned to Service Provider by DIR and/or DIR Customers or for which Service Provider otherwise assumes financial responsibility under this Agreementlisted on XXXXXXXXX X.0, Service Provider shall: X.0, and F.3 Amdocs, shall (i) pay all amounts becoming due under with respect to such licensesEquipment, leases or contractsagreements, and all related expensesexpenses (including pro rata maintenance and/or support fees, if any), for periods on or after the applicable Commencement Date; (ii) rebate to DIR AT&T any payment prepayment of such amounts in accordance with Section 11.9(aSECTION 11.8(A); (iii) pay all modification, termination, cancellation, late payment, renewal or other fees, penalties, charges, interest or other expenses attributable to periods on or [**] after the applicable Commencement Date (RESTRICTED - PROPRIETARY INFORMATION The information contained herein is for use by authorized employees of AT&T, Amdocs, and their Affiliated Companies, only, and is not for general distribution within those companies or for distribution outside those companies except to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service Provider); (iv) pay all costs associated with the transfer of such licenses, leases and contracts to Service Provider, including all taxes associated with such transferby written agreement. Contract No. 02026409 Amendment No. 02026409.A.010 Date; and (viv) be responsible for curing any defaults in Service Provider's Amdocs' performance under with respect to such licensesEquipment, leases and contracts or agreements on or after the applicable Commencement Date (except to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service Provider)Date.

Financial Responsibility. Each Party Supplier shall be financially responsible for any third party fees or expenses incurred on or after the Commencement Date associated with Materials, Equipment, Equipment Leases and Third Party Contracts for which such Party is financially responsible under Attachment 4-B (excluding Third Party Contracts administered by Service Provider on a Pass- Through basis, which are addressed in Section 11.2). Unless otherwise expressly provided, each Party also shall be financially responsible for any third party fees or expenses on or after the Commencement Date associated with Equipment and related Third Party Contracts for which Supplier is financially responsible under Schedules E and J.1. Supplier also shall be responsible for any third party fees or expenses relating to periods on or after the Commencement Date associated with new, substitute or replacement Materials, Equipment, Equipment Leases or related Third Party Contracts (including Upgradesupgrades, enhancements, new versions enhancements or new releases of Software or such Equipment) for which such Party Supplier is financially responsible under Attachment 4-B. Schedules E and J.1. With respect to Third Party Material licenses, Equipment Leases and related Third Party Contracts that are assigned transferred to Service Provider Supplier by DIR and/or DIR Customers ABM or for which Service Provider Supplier otherwise assumes financial responsibility under this Agreement, Service Provider shall: including the Third Party Contracts listed on Schedule F.3, Supplier shall (i) pay all amounts becoming due under with respect to such licenses, leases Equipment or contractsagreements, and all related expenses, for periods on or after the Commencement Date and which are not related to periods prior to the Commencement Date (e.g., late fees, penalties or other amounts relating to payments due prior to the Commencement Date) which remain ABM’s responsibility; (ii) rebate to DIR ABM any payment prepayment of such amounts in accordance with Section 11.9(a11.10(a); (iii) pay all modification, termination, cancellation, late payment, renewal or other fees, penalties, charges, interest or other expenses attributable that relate to periods on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service ProviderABM in contravention of its obligations under this Agreement); (iv) pay all costs associated with the transfer of such licenses, leases Equipment and contracts to Service ProviderSupplier, including all taxes associated with such transfer; and (v) be responsible for curing any defaults in Service Provider's performance under complying with Supplier’s duties and obligations with respect to such licenses, leases and contracts Equipment or agreements on or after the Commencement Date and for curing any failure to so comply (except to the extent that such fees, penalties, charges, interest or other expenses failure directly result results from the wrongful acts or omissions of DIR, prior to assignment to Service ProviderABM in contravention of its obligations under this Agreement).

Financial Responsibility. Each Party shall be financially responsible for any third party fees or expenses incurred on or after the Commencement Date associated with Materials, Equipment, Equipment Leases and Third Party Contracts for which such Party is financially responsible under Attachment 4-B (excluding Third Party Contracts administered by Service Provider on a Pass- Through basis, which are addressed in Section 11.2). Unless otherwise expressly provided, each Party also shall be financially responsible for any third party fees or expenses on or after the Commencement Date associated with new, substitute or replacement Materials, Equipment, Equipment Leases or Third Party Contracts (including Upgrades, enhancements, new versions or new releases of Software or Equipment) for which such Party is financially responsible under Attachment 4-B. With respect to Third Party Material licenses, Equipment Leases and Third Party Contracts that are assigned to Service Provider by DIR and/or DIR Customers or for which Service Provider otherwise assumes financial responsibility under this Agreement, Service Provider shall: : (i) pay all amounts becoming due under such licenses, leases or contracts, and all related expenses, for periods on or after the Commencement Date; (ii) rebate to DIR any payment of such amounts in accordance with Section 11.9(a); (iii) pay all modification, termination, cancellation, late payment, renewal or other fees, penalties, charges, interest or other expenses attributable to periods on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service Provider)Date; (iv) pay all costs associated with the transfer of such licenses, leases and contracts to Service Provider, including all taxes associated with such transfer; and (v) be responsible for curing any defaults in Service Provider's performance under such licenses, leases and contracts on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service Provider)Date.

Financial Responsibility. Each In addition to the Third Party Contracts identified in Sections 6.4 and 6.5 and Schedule E, Supplier shall be financially responsible for any third party fees or expenses incurred on or after the Commencement Date associated with Materials, Equipment, Equipment Leases and Third Party Contracts for which such Party is financially responsible under Attachment 4-B (excluding Third Party Contracts administered used by Service Provider on a Pass- Through basis, which are addressed in Section 11.2)Supplier to provide the Services. Unless otherwise expressly provided, each Party Supplier also shall be financially responsible for any third party fees or expenses on or after the Commencement Date associated with new, substitute or replacement Materials, Equipment, Equipment Leases or Third Party Contracts (including Upgrades, enhancements, new versions or new releases of Software or Equipment) for which such Party Supplier is financially responsible under Attachment 4-B. Schedules E and J.1. With respect to Third Party Material licenses, Equipment Leases and Third Party Contracts that are assigned transferred to Service Provider Supplier by DIR and/or DIR Customers ABM or for which Service Provider Supplier otherwise assumes financial responsibility under this Agreement, Service Provider shall: including those listed on Schedule F.3, Supplier shall (i) pay all amounts becoming due under such licenses, leases licenses or contractsrelated Agreements, and all related expenses, for periods on or after the Commencement Date and which are not related to periods prior to the Commencement Date (e.g., late fees, penalties or other amounts relating to payments due prior to the Commencement Date) which remain ABM’s responsibility; (ii) rebate to DIR ABM any payment prepayment of such amounts in accordance with Section 11.9(a11.10(a); (iii) pay all modification, termination, cancellation, late payment, renewal or other fees, penalties, charges, interest or other expenses attributable that relate to periods on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service ProviderABM in contravention of its obligations under this Agreement); (iv) pay all costs associated with the transfer of such licenses, leases and contracts contract to Service ProviderSupplier, including all taxes associated with such transfer; and (v) be responsible for curing any defaults in Service Provider's performance complying with Supplier’s duties and obligations under such licenses, leases and contracts on or after the Commencement Date and for curing any failure to so comply (except to the extent that such fees, penalties, charges, interest or other expenses failure directly result results from the wrongful acts or omissions of DIR, prior to assignment to Service ProviderABM in contravention of its obligations under this Agreement).

Financial Responsibility. Each Party Supplier shall be financially responsible for any third party fees or expenses incurred on or after the Commencement Date associated with Materials, Equipment, Equipment Leases and Third Party Contracts for which such Party is financially responsible under Attachment 4-B (excluding Third Party Contracts administered by Service Provider on a Pass- Through basis, which are addressed in Section 11.2). Unless otherwise expressly provided, each Party also shall be financially responsible for any third party fees or expenses on or after the Commencement Date associated with Equipment, Equipment leases and related Third Party Contracts for which Supplier is financially responsible under Schedules E and J.1. Supplier also shall be responsible for any third party fees or expenses relating to periods on or after the Commencement Date associated with new, substitute or replacement Materials, Equipment, Equipment Leases leases or related Third Party Contracts (including Upgradesupgrades, enhancements, new versions enhancements or new releases of Software or such Equipment) for which such Party Supplier is financially responsible under Attachment 4-B. Schedules E and J.1. With respect to Equipment, Equipment Leases and related Third Party Material licensesContracts that are transferred to Supplier by ABM or for which Supplier otherwise assumes responsibility under this Agreement, including the Equipment Leases and Third Party Contracts that are assigned to Service Provider by DIR and/or DIR Customers or for which Service Provider otherwise assumes financial responsibility under this Agreementlisted on Schedules F.2 and F.3, Service Provider shall: Supplier shall (i) pay all amounts becoming due under with respect to such licensesEquipment, leases or contractsagreements, and all related expenses, for periods on or after the Commencement Date and which are not related to periods prior to the Commencement Date (e.g., late fees, penalties or other amounts relating to payments due prior to the Commencement Date) which remain ABM’s responsibility; (ii) rebate to DIR ABM any payment prepayment of such amounts in accordance with Section 11.9(a11.10(a); (iii) pay all modification, termination, cancellation, late payment, renewal or other fees, penalties, charges, interest or other expenses attributable that relate to periods on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service ProviderABM in contravention of its obligations under this Agreement); (iv) pay all costs associated with the transfer of such licenses, Equipment leases and contracts to Service ProviderSupplier, including all taxes associated with such transfer; and (v) be responsible for curing any defaults in Service Provider's performance under complying with Supplier’s duties and obligations with respect to such licensesEquipment, leases and contracts or agreements on or after the Commencement Date and for curing any failure to so comply (except to the extent that such fees, penalties, charges, interest or other expenses failure directly result results from the wrongful acts or omissions of DIR, prior to assignment to Service ProviderABM in contravention of its obligations under this Agreement).

Financial Responsibility. Each Party Service Provider shall be financially responsible for any third party fees or expenses attributable to periods on or after the Commencement Date that are associated with Software, Equipment, Equipment leases and related Third Party Contracts for which Service Provider is financially responsible under Schedule 2 or 4B and any other Third Party Contracts (excluding Third Party Contracts administered by Service Provider for which Allegheny remains financially responsible, either by paying the invoice directly or by reimbursing Service Provider on a pass-through basis, which are addressed in Section 11.2) used by Service Provider to provide the Services. Allegheny shall be responsible for third party fees or expenses incurred on or after the Commencement Date that are associated with MaterialsSoftware, Equipment, Equipment Leases and Third Party Contracts for which such Party Allegheny is financially responsible under Attachment 4-B (excluding Third Party Contracts administered by Service Provider on a Pass- Through basis, which are addressed in Section 11.2). Schedule 2 or 4B. Unless otherwise expressly provided, each Party also shall be financially responsible for any third party fees or expenses attributable to periods on or after the Commencement Date that are associated with new, substitute or replacement MaterialsSoftware, Equipment, Equipment Leases leases or Third Party Contracts (including Upgrades, enhancements, new versions or new releases of such Software or Equipment) for which such Party is financially responsible under Attachment 4-B. Schedule 2 or 4B in connection with Service Provider’s provision of the Services in respect of that Service Category. With respect to Third Party Material Software licenses, Equipment Leases and Third Party Contracts that are assigned transferred to Service Provider by DIR and/or DIR Customers Allegheny or for which Service Provider otherwise assumes financial responsibility under this Agreement, Service Provider shall: shall (i) pay all amounts becoming due under such licenses, leases or contracts, and all related expenses, for periods on or after the Commencement Date; (ii) rebate to DIR Allegheny any payment prepayment of such amounts in accordance with Section 11.9(a); (iii) pay all modification, termination, cancellation, late payment, renewal or other fees, penalties, charges, interest or other expenses attributable relating to periods and arising on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service Provider)Date; (iv) pay all costs associated with the transfer of such licenses, leases and contracts to Service Provider, including all taxes associated with such transfer; and (v) be responsible for curing any defaults in Service Provider's ’s performance under such licenses, leases and contracts on or after the Commencement Date (except Date. Allegheny will remain responsible for all amounts due under such license, leases and contracts that are attributable to periods prior to the extent that such fees, penalties, charges, interest or other expenses directly result from the wrongful acts or omissions of DIR, prior to assignment to Service Provider)Commencement Date.

Financial Responsibility. Each Party shall be financially responsible for any third party Third Party fees or expenses incurred on or after the Commencement Date associated with Materials, Equipment, Equipment Leases and Third Party Contracts for which such Party is financially responsible under Attachment 4-B 2.2 (Financial Responsibility Matrix), excluding Third Party Contracts administered by Service Provider Successful Respondent on a Pass- Through Expense basis, which are addressed in Section 11.2Exhibit 2 (Financial Provisions and Pricing Requirements). Unless otherwise expressly provided, each Party also shall be financially responsible for any third party Third Party fees or expenses on or after the Commencement Date associated with new, substitute substitute, or replacement Materials, Equipment, Equipment Leases or Third Party Contracts (including Upgrades, enhancements, new versions or new releases of Software or Equipment) for which such Party is financially responsible under Attachment 4-B. 2.2 (Financial Responsibility Matrix). With respect to Third Party Material licenses, Equipment Leases and Third Party Contracts that are assigned to Service Provider Successful Respondent by DIR and/or or DIR Customers or for which Service Provider Successful Respondent otherwise assumes financial responsibility under this Agreement, Service Provider Successful Respondent shall: (ia) pay all amounts becoming due under such licenses, leases or contracts, Third Party Contracts and all related expenses, for periods on or after the Commencement Date; ; (iib) rebate to DIR any payment of such amounts in accordance with Section 11.9(aAttachment 2.2 (Financial Responsibility Matrix); ; (iiic) pay all modification, termination, cancellation, late payment, renewal renewal, or other fees, penalties, charges, interest interest, or other expenses attributable to periods on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest interest, or other expenses directly result from the wrongful acts or omissions of DIR, DIR prior to assignment to Service ProviderSuccessful Respondent); ; (ivd) pay all costs associated with the transfer of such licenses, leases and contracts Third Party Contracts to Service ProviderSuccessful Respondent, including all taxes associated with such transfer; and and (ve) be responsible for curing any defaults in Service ProviderSuccessful Respondent 's performance under such licenses, leases and contracts Third Party Contracts on or after the Commencement Date (except to the extent that such fees, penalties, charges, interest interest, or other expenses directly result from the wrongful acts or omissions of DIR, DIR prior to assignment to Service ProviderSuccessful Respondent).