License to Successful Respondent Third Party Materials. As of the Commencement Date, and subject to Successful Respondent having obtained any Required Consents, Successful Respondent hereby grants to DIR and the DIR Customers during the Term, at no additional charge, a world-wide, non-exclusive, irrevocable, royalty-free right and license to Use, with the right to grant sublicenses to DIR Contractors and other third parties to Use, the Third Party Materials for which Successful Respondent holds the license or for which Successful Respondent is financially responsible pursuant to Exhibit 4.2 Financial Responsibility Matrix under this Agreement (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials and media related thereto) for the benefit of DIR and the DIR Customers, including to (i) receive the full benefit of the Services, (ii) perform or have performed services of the nature of the Services, including in-scope processes and Services, (iii) monitor, access, interface with or use the Materials then being used in the performance of the Services, and (iv) perform or have performed ancillary services and functions, including related information technology services and functions. To the extent a DIR Contractor requires a license to Successful Respondent licensed Third Party Materials for the performance of services or functions previously performed by Successful Respondent in circumstances in which the services or functions in question have not been terminated or taken completely away from Successful Respondent and such Third Party Software is generally commercially available at established market rates, if Successful Respondent is required to buy additional licenses to accommodate such use by a DIR Contractor, then DIR or the DIR Contractor shall pay shall reimburse Successful Respondent for such license fees, provided that Successful Respondent notifies DIR of such fee, obtains DIR's approval prior to incurring it; and uses commercially reasonable efforts (including providing DIR the benefit of discounted license fees that are available to Successful Respondent under the circumstances) to minimize any fee to be paid or reimbursed by DIR or the DIR Contractor. Except as provided in this provision, neither DIR or the DIR Customers nor the DIR Contractors shall be required to pay any other fees or expenses in connection with such licenses to such Third Party Software. The rights and obligations of DIR, the DIR Customers, Entities that qualif...
