This Professional Services Agreement (this “Agreement”) is entered into effective January 25, 2006 (the “Effective Date”) by and between New Century Financial Corporation, a Maryland corporation having a principal place of business at 18400 Von Karman, Suite 1000, Irvine, CA 92612 (“New Century”), and Accenture LLP, an Illinois registered limited liability partnership having a principal place of business at 161 North Clark Street, Chicago, IL 60601 (“Supplier”).

WHEREAS, New Century and Supplier have engaged in extensive negotiations, discussions and due diligence that have culminated in the formation of the contractual relationship described in this Agreement;

WHEREAS, New Century desires to procure from Supplier, and Supplier desires to provide to New Century and the Eligible Recipients, the human resources, payroll, procurement, accounts payable and other business process products and services described in this Agreement, on the terms and conditions specified herein;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and of other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, New Century and Supplier (collectively, the “Parties” and each, a “Party”) hereby agree as follows:

INTRODUCTION

1.1

Performance and Management by Supplier.

New Century desires that certain human resources, payroll, procurement, accounts payable and other business process products and services described in this Agreement and the Exhibits and Attachments hereto, be performed and managed by Supplier. Supplier has carefully reviewed New Century’s requirements, has performed due diligence it deems necessary, and desires to perform and manage such business process products and services for New Century and the Eligible Recipients.

1.2

Definitions.

Except as otherwise expressly provided in this Agreement, all capitalized terms used in this Agreement shall have the meanings set forth in Exhibit 1.

1.3

Other Terms.

The terms defined in this Article 1 and Exhibit 1 include the plural as well as the singular and the derivatives of such terms. Unless otherwise expressly stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection or other subdivision. Article, Section, Subsection and Attachment references refer to articles, sections and subsections of, and attachments to, this Agreement. The words “include” and “including” shall not be construed as terms of limitation. The words “day,” “month,” and “year” mean, respectively, calendar day, calendar month and calendar year. As stated in Section 21.3, the word “notice” and “notification” and their derivatives means notice or notification in writing. Other terms used in this Agreement are defined in the context in which they are used and have the meanings there indicated.

CONTRACT DOCUMENTS

2.1

Associated Contract Documents.

This Agreement includes each of the following exhibits and their attachments, all of which are attached to this Agreement and incorporated into this Agreement by this reference. Unless otherwise expressly stated, references to (i) specific Exhibits include all numbered subsidiary attachments (e.g., references to Exhibit 3 include not only Exhibit 3, but also Attachments 3-A, 3-B, 3-C, etc.) and (ii) Exhibit 2 includes Exhibits 2.1 through 2.5 (i.e., all Statements of Work).


Exhibit 1		Definitions

Exhibit 2		Statement of Work

Exhibit 2.1		Payroll/HR Services

Exhibit 2.2		Procurement Services

Exhibit 2.3		Accounts Payable/T&E Services

Exhibit 2.4		SOX Support Services

Exhibit 2.5		Cross-Functional Services

		Attachment 2-A New Century Rules/New Century Code of Conduct

Exhibit 3		Service Levels Attachment 3-A Service Levels Matrix Attachment 3-B Service Level Definitions Attachment 3-C Critical Deliverables Attachment 3-D Severity Levels

Exhibit 4		Pricing and Financial Provisions Attachment 4-A Pricing Forms Attachment 4-B Financial Responsibility Matrix Attachment 4-C Base Case Attachment 4-D Resource Baselines Attachment 4-E Termination Charges Attachment 4-F Pass Through Expenses/Out-of-Pocket Expenses

Exhibit 5		Reserved

Exhibit 6		Governance

Exhibit 7		New Century Facilities

Exhibit 8		Supplier Facilities

Exhibit 9		Projects

Exhibit 10		Equipment

Exhibit 11		Software

Exhibit 12		Third Party Contracts

Exhibit 13		Reports

Exhibit 14		Satisfaction Survey

Exhibit 15		Key Supplier Personnel

Exhibit 16		Subcontractors

Exhibit 17		Termination Assistance Services

Exhibit 18		Termination/Expiration Rights

Exhibit 19		Reserved

Exhibit 20		Transition Plan Attachment 20-A Transition Milestones and Deliverable Credits Attachment 20-B Detailed Transition Plan

Exhibit 21.1		Direct New Century Competitors

Exhibit 21.2		Direct Supplier Competitors

Exhibit 22		Form of Non-Disclosure Agreement

Exhibit 23		Form of Invoice

Exhibit 24		Source Code Escrow Agreement – Release Conditions

		Attachment 24-A Subcontractor and Third Party Software Subject to Source Code Escrow

Exhibit 25		Reserved

Exhibit 26		Eligible Recipients

Exhibit 27		Excluded Supplier Owned Materials

TERM

3.1

Initial Term.

The initial Term of this Agreement shall commence as of 12:00:01 a.m., Eastern Time on the Effective Date and continue until 11:59:59 p.m., Eastern Time, on December 31, 2012, unless this Agreement is terminated as provided herein or extended as provided in Section 3.2 or 4.3(a)(2), in which case the Term shall end at 11:59:59 p.m., Eastern Time, on the effective date of such termination or the date to which this Agreement is extended.

3.2

Extension.

By giving notice to Supplier no less than ninety (90) days prior to the expiration date of the initial Term, New Century shall have the right to extend the Term for one (1) extension period of up to one (1) year, on the same rates, charges and terms and conditions set forth in this Agreement. Notwithstanding the notice period specified above, the elapsed time between the expiration of the period within which to give notice of renewal or Supplier’s receipt of notice of non-renewal and the cessation of Services shall be not less than one hundred twenty (120) days. No Termination Charges shall be applicable to any termination on or after the expiration of the initial Term, unless the termination occurs prior to the end of the extension period elected by New Century, in which case New Century shall pay Termination Charges calculated in accordance with Attachment 4-E.

SERVICES

4.1

Overview.

(a)

Services. Commencing on the Commencement Date (or, if later, the date on which Supplier assumes responsibility for the Services in question in accordance with the Transition Plan), Supplier shall provide the Services to New Century, and, upon New Century’s request, to Eligible Recipients and Authorized Users designated by New Century. The Services shall consist of the following, as they may evolve during the Term of this Agreement or be supplemented, enhanced, modified or replaced, all in accordance with the Change Control Procedures:

(i)

The “Services” are comprised of the services, functions and service-related responsibilities described in this: Agreement and its Exhibits and Attachments, which include the following:

(1)

Transition Services, as further described in Section 4.2 and Exhibit 20;

(2)

Ongoing Services, as further described in Exhibit 2;

(3)

Projects, as further described in Section 4.5;

(4)

New Services, as further described in Section 11.5; and

(5)

Termination Assistance Services, as described in Section 4.3 and Exhibit 17.

(b)

Included Services. If any services, functions or responsibilities not specifically described in this Agreement are reasonably deemed to be an inherent, necessary or customary part of the Services or are incidental to or reasonably required for the proper performance or provision of the Services in accordance with this Agreement, they shall be deemed to be included within the scope of the Services to be delivered for the Charges, as if such services, functions or responsibilities were specifically described in this Agreement.

(c)

Required Resources. Except as otherwise expressly provided in this Agreement, Supplier shall be responsible for providing the facilities, personnel, Equipment, Software, technical knowledge, expertise and other resources necessary to provide the Services.

(d)

Supplier Responsibility. Supplier shall be responsible for the provision of the Services in accordance with this Agreement even if, by agreement of the Parties, such Services are actually performed or dependent upon services performed by its Affiliates and Subcontractors.

(e)

Electronic Delivery. To the maximum extent possible, and except as otherwise directed by New Century or expressly provided in this Agreement, Supplier shall deliver all Software, documentation, reports and other contract deliverables to New Century and the Eligible Recipients at the designated New Century Site by electronic transmission or by load and leave (where no tangible storage media is physically transferred to New Century or the Eligible Recipients).

4.2

Transition Services.

(a)

Transition. During the Transition Period, Supplier shall perform the Transition Services and provide the deliverables described in the Transition Plan, which is attached to this Agreement as Exhibit 20. If any services, functions or responsibilities not specifically described in the Transition Plan are reasonably deemed to be an inherent, necessary or customary part of the Transition Services or are reasonably required for the proper performance of the Transition Services by Supplier in accordance with this Agreement, they shall be deemed to be included within the scope of the Transition Services to be delivered at no additional charge, other than the Transition Charges, as if such services, functions or responsibilities were specifically described in the Transition Plan. During the Transition Period, New Century will perform those tasks which are designated to be New Century’s responsibility in the Transition Plan, in accordance with the agreed upon schedule for the completion of such tasks, provided that, New Century shall not be obligated to perform any tasks during the Transition Period that are not set forth in such Transition Plan or otherwise in this Agreement. Unless otherwise agreed, New Century shall not incur any charges, fees or expenses payable to Supplier in connection with the Transition Services, other than those charges, fees and expenses specified in Exhibit 4. In addition, to the extent Supplier knows or reasonably should know of charges, fees or expenses payable to third parties in connection with the Transition Services (other than those to be incurred by New Century in connection with its performance of tasks designated in the Transition Plan as New Century’s responsibility), such third party charges fees and expenses shall be specified in Exhibit 4 and, if not specified, shall be deemed to be Supplier’s responsibility and included in the Transition Charges payable to Supplier.

(b)

Transition Plan. Exhibit 20 is an outline of the Transition Plan that identifies (i) the transition activities to be performed by Supplier, (ii) the date(s) by which each such activity or deliverable is to be completed (“Transition Milestones”), and (iii) the Deliverable Credits associated with the failure to meet specific Transition Milestones. Within thirty (30) days after the Effective Date, Supplier shall deliver to New Century a detailed Transition Plan for New Century’s review, comment and approval. The proposed detailed Transition Plan shall describe in greater detail the specific transition activities to be performed by Supplier, but, unless otherwise agreed by New Century, shall be consistent in all material respects with the initial Transition Plan, including the activities, deliverables, Transition Milestones and Deliverable Credits described therein. The detailed Transition Plan shall identify and describe, among other things, (i) the transition activities to be performed by Supplier and the significant components and subcomponents of each such activity, (ii) the deliverables to be completed by Supplier, (iii) the Transition Milestone for each such activity or deliverable, (iv) a process and set of standards acceptable to New Century to which Supplier will adhere in the performance of the Transition Services and that will enable New Century to determine whether Supplier has successfully completed the transition and the activities and deliverables associated with each Transition Milestone, in accordance with the Acceptance criteria specified in the Transition Plan, (v) the contingency or risk mitigation strategies to be employed by Supplier in the event of disruption or delay, (vi) any transition responsibilities to be performed or transition resources to be provided by New Century or the Eligible Recipients and (vii) a detailed work plan identifying the specific transition activities to be performed by individual Supplier Personnel on a weekly basis during the Transition Period. The detailed Transition Plan also shall identify any related documents contemplated by the Agreement and/or required to effectuate the transition to be executed by the Parties.

(c)

Performance. Supplier shall, with New Century’s reasonable cooperation, perform the Transition Services described in the Transition Plan in accordance with the timetable and the Transition Milestones set forth in the Transition Plan. Supplier shall provide all cooperation and assistance reasonably required or requested by New Century in connection with New Century’s evaluation or testing of the deliverables set forth in the Transition Plan in accordance with the Acceptance criteria specified in the Transition Plan. Supplier shall perform the Transition Services in a manner that, to the extent practicable, will not (i) disrupt or have an unnecessary adverse impact on the business or operations of New Century or the Eligible Recipients, (ii) degrade the Services then being received by New Century or the Eligible Recipients, or (iii) disrupt or interfere with the ability of New Century or the Eligible Recipients to obtain the full benefit of the Services, except as may be otherwise provided in the Transition Plan. Prior to undertaking any transition activity, Supplier shall discuss with New Century all known New Century-specific material risks and shall not proceed with such activity until New Century is reasonably satisfied with the plans with regard to such risks (provided that, neither Supplier’s disclosure of any such risks to New Century, nor New Century’s acquiescence in Supplier’s plans, shall operate or be construed as limiting Supplier’ responsibilities under this Agreement). Supplier shall identify and resolve, with New Century’s reasonable assistance, any problems that may impede or delay the timely completion of each task in the Transition Plan that is Supplier’s responsibility and shall use commercially reasonable efforts to utilize existing dedicated transition resources to assist New Century with the resolution of any problems that may impede or delay the timely completion of each task in the Transition Plan that is New Century’s responsibility. New Century shall reasonably cooperate with Supplier to address problems that are Supplier’s responsibility.

(d)

Reports. Supplier shall meet at least weekly with New Century to report on its progress in performing its responsibilities and meeting the timetable and Transition Milestones set forth in the Transition Plan. Supplier also shall provide written reports to New Century weekly regarding such matters, and shall provide oral reports more frequently if reasonably requested by New Century. Promptly upon receiving any information indicating that Supplier may not perform its responsibilities or meet the timetable or Transition Milestones set forth in the Transition Plan, Supplier shall notify New Century of delays and shall identify for New Century’s consideration and approval specific measures to address such delay and mitigate the risks associated therewith.

(e)

Suspension or Delay of Transition Activities. New Century reserves the right, in its sole discretion and subject to Change Control Procedures, to suspend or delay the performance of the Transition Services and/or the transition of all or any part of the Services. To the extent New Century exercises this right and New Century’s decision is based, at least in material part, on Supplier’s failure to perform in any material respect its obligations under this Agreement related to the portion of the Transition Services delayed or suspended because of Supplier’s failure, New Century shall not incur any additional Charges or reimbursable expenses in connection with such decision. To the extent New Century’s decision is not based in material part on Supplier’s failure to perform its obligations under this Agreement, New Century shall reimburse Supplier for any additional costs reasonably incurred by Supplier as a result of such decision, but only to the extent Supplier notifies New Century of such costs after receiving notice of New Century’s intention and prior to the implementation of such suspension or delay, obtains New Century’s approval prior to implementing such delay or suspension and incurring such costs, and uses commercially reasonable efforts to minimize such costs (and provided that if, despite negotiating diligently and in good faith, the Parties are unable to agree on the nature or extent of the costs to be reimbursed by New Century, New Century shall elect to either proceed with the suspension or delay and submit the disagreement to dispute resolution in accordance with Article 19 or proceed with the transition of the Services in question in accordance with the original schedule).

(f)

Failure to Meet Transition Milestones.

(i)

If Supplier fails to meet a Transition Milestone, Supplier shall pay New Century the Deliverable Credits specified in Exhibit 20 for such Transition Milestone.

(ii)

Neither the Transition Services nor the activities and deliverables associated with individual Transition Milestones will be deemed complete until New Century’s Acceptance of such activities and deliverables in accordance with the Transition Plan, including the Acceptance criteria, testing plans, and other processes and standards identified in the Transition Plan. New Century shall not withhold Acceptance if the activities and deliverables comply in all material respects with the Acceptance criteria specified in the Transition Plan and Acceptance shall be deemed given if New Century agrees to the commencement of the Services to be transitioned.

(g)

Termination for Cause. Notwithstanding the foregoing, New Century may terminate this Agreement for cause in its entirety or by impacted sub-Functional Services Area (i.e., HR Admin, Payroll, Recruiting, Procurement or Accounts Payable) if (i) Supplier materially breaches its obligations with respect to the provision of Transition Services and fails to cure such breach within thirty (30) days after its receipt of notice specifying the breach and New Century’s intention to terminate, or (ii) Supplier fails to meet a Transition Milestone and such failure constitutes a material breach of this Agreement and Supplier fails to cure such breach within thirty (30) days after its receipt of notice specifying the breach and New Century’s intention to terminate. In all such events, subject to Section 18.3, New Century may recover the damages suffered by New Century or the Eligible Recipients in connection with such a termination, provided that, if such termination is based on Supplier’s failure to meet a Transition Milestone, Supplier shall be entitled to set-off against such damages any Deliverable Credits Supplier has paid for the failure to meet such Transition Milestone. If New Century elects to terminate in part in accordance with this Section 4.2(g), New Century may only terminate the sub-Functional Service Area(s) to which the material breach pertains.

4.3

Termination Assistance Services.

(a)

Availability. As part of the Services, and for the Charges set forth in Sections 4.3(b)(8) and 4.3(b)(9) and Exhibit 4, Supplier shall provide to New Century, the Eligible Recipients and/or their designee(s) the Termination Assistance Services described in Section 4.3(b) and Exhibit 17.

(1)

Period of Provision. Supplier shall provide such Termination Assistance Services to New Century and any Eligible Recipient, or their designee(s), (i) commencing upon notice from New Century up to six (6) months prior to the expiration of the Term or on such earlier date as New Century may reasonably request, and continuing for up to twelve (12) months following the effective date of the expiration of the Term (as such Term may be extended pursuant to Section 3.2), (ii) commencing upon any notice of termination (including notice based upon breach or default by New Century, breach or default by Supplier, or termination in whole or in part for convenience by New Century) of the Term with respect to all or any part of the Services, and continuing for up to twelve (12) months following the effective date of such termination of all or part of the Services, or (iii) commencing upon notice of termination of all or part of the Services to an Eligible Recipient no longer Controlled by New Century and, subject to the Change Control Procedures and Section 4.3(b)(8) and (9), continuing for up to twelve (12) months following the effective date of such termination.

(2)

Extension of Services. New Century may elect, by giving notice at least sixty (60) days prior to the originally specified termination or expiration date, to extend the effective date of any expiration/termination of all or part of the Services, in its sole discretion, provided that the total of all such extensions will not exceed one hundred and eighty (180) days following the originally specified termination or expiration date without Supplier’s prior written consent. New Century also may elect, by giving notice at least sixty (60) days prior notice, to extend the period following the effective date of any expiration/termination for the performance of Termination Assistance Services, provided that the period between the originally specified termination or expiration date and the completion of all Termination Assistance Services is not greater than fifteen (15) months. In each case, if New Century provides less than sixty (60) days prior notice of an extension, Supplier shall nonetheless use commercially reasonable efforts to comply with New Century’s request and provide the requested Services and/or Termination Assistance Services.

(3)

Firm Commitment. Supplier shall provide Termination Assistance Services to New Century and any Eligible Recipients, or their designee(s) regardless of the reason for the expiration or termination of the Term; provided, if this Agreement is terminated by Supplier under Section 20.1(b) for failure to pay undisputed amounts or failure to pay disputed amounts into escrow as and to the extent required under Section 12.4(d), Supplier may require payment by New Century in advance for Termination Assistance Services to be provided or performed under this Section 4.3. At New Century’s request, Supplier shall provide Termination Assistance Services directly to an Eligible Recipient or an Entity acquiring Control of an Eligible Recipient; provided that, unless otherwise agreed by the Parties, all such Termination Assistance Services shall be performed subject to and in accordance with the terms and conditions of this Agreement.

(4)

Performance. Supplier shall provide all Termination Assistance Services subject to and in accordance with the terms and conditions of this Agreement. Supplier shall perform the Termination Assistance Services with at least the same degree of accuracy, quality, completeness, timeliness, responsiveness and resource efficiency as it provided and was required to provide for the same or similar Services during the Term. The quality and level of performance of the Termination Assistance Services provided by Supplier following the expiration or termination of the Term as to all or part of the Services, or Supplier’s receipt of a notice of termination or non-renewal, shall continue to meet or exceed the applicable Service Levels and shall not be degraded or deficient in any respect; provided that, if New Century requests less than all of the Services being performed by Supplier prior to the originally specified expiration or termination date and the failure to request any interdependent Service causes Supplier to be unable to perform the Services in accordance with the Service Levels, using commercially reasonable efforts, Supplier shall be relieved of responsibility for any resulting Service Level default, but only if Supplier (i) promptly notifies New Century of its inability to perform under such circumstances, (ii) cooperates with New Century to address the resulting problem and thereby avoid any non-performance, (iii) identifies and pursues commercially reasonable means to avoid or mitigate the impact of New Century’s failure to request such Service, and (iv) uses commercially reasonable efforts to perform notwithstanding the failure to request such Service. Accordingly, Service Level Credits may still be assessed for any failure to meet Service Levels during the period Termination Assistance Services are provided. Supplier shall use commercially reasonable efforts to retain Supplier Personnel (including all Key Supplier Personnel) reasonably considered by New Century to be critical to the performance of the Services and Termination Assistance Services on the New Century account through the completion of all relevant Termination Assistance Services.

(5)

Advance Payment. If New Century is obligated to pay in advance for Termination Assistance Services, Supplier shall present an invoice for the estimated Charges for such Termination Assistance Services, including any Pass-Through Expenses and other reimbursable expenses, at least fifteen (15) days prior to the beginning of the month in which such Services are to be provided. Subject to Section 12.4, New Century shall then pay such Charges on or before the first day of such month. The estimated Charges shall then be reconciled with the actual Charges for Termination Assistance Services provided in such month, and any additional Charges or credits will be reflected on the next invoice delivered after the end of such month. If New Century disputes and wishes to withhold any Charges, it shall so notify Supplier and identify the basis for such dispute within ten (10) days of its receipt of such invoice. The Parties shall use commercially reasonable efforts to resolve any dispute relating to the Charges for Termination Assistance Services within five (5) days of New Century stating the basis for its dispute. If such dispute is not resolved within such time period, then the dispute shall be submitted to the senior executives of each Party in accordance with Section 19.1 for prompt resolution. If, in such event, New Century fails to pay undisputed Charges for Termination Assistance Services on or before the first day of the month and fails to cure such default within thirty (30) days of notice from Supplier of its intention to terminate on this basis, Supplier may terminate the relationship and thereafter be relieved of any further responsibility to provide Termination Assistance Services.

(6)

Termination of Termination Assistance Services. In addition to Supplier’s rights under Section 4.3(a)(5), if New Century fails to pay undisputed Charges for Termination Assistance Services as required, or fails to place the disputed payment into escrow in accordance with Section 12.4(d) and, in either case, fails to cure such default within thirty (30) days of notice from Supplier of its intention to terminate on this basis, Supplier may terminate the relationship and thereafter be relieved of any further responsibility to provide Termination Assistance Services.

(b)

Scope of Termination Assistance Service. As part of the Termination Assistance Services, Supplier shall timely transfer the control and responsibility for all Services previously performed by or for Supplier to New Century, the Eligible Recipients and/or their designee(s) and shall execute any documents reasonably necessary to effect such transfers. Additionally, Supplier shall use commercially reasonable efforts to provide any and all information and assistance requested by New Century to allow:

•

the Systems and processes associated with the Services to operate efficiently;

•

the Services to continue without interruption or adverse effect; and

•

the orderly transfer of the Services to New Century, the Eligible Recipients and/or their designee(s).

The Termination Assistance Services shall include, as requested by New Century, the Services, functions and responsibilities set forth on Exhibit 17. In addition, in connection with such termination or expiration, Supplier shall provide the following Termination Assistance Services at New Century’s request and direction:

(1)

General Support. Supplier shall (i) assist New Century, an Eligible Recipient and/or their designee(s) in developing a written transition plan for the transition of the Services to New Century, such Eligible Recipient, or their designee(s), which plan shall include (as requested by New Century) capacity planning, business process planning, facilities planning, human resources planning, technology planning, telecommunications planning and other planning necessary to effect the transition, (ii) perform programming and consulting services as requested to assist in implementing the transition plan, (iii) train personnel designated by New Century, an Eligible Recipient and/or their designee(s) in the use of any business processes or associated Equipment, Software, Systems, Materials or tools used in connection with the provision of the Services, (iv) catalog all business processes, Software, New Century Data, Equipment, Materials, Third Party Contracts and tools used to provide the Services, (v) provide machine readable and printed listings and associated documentation (including technical documentation) for source code for Software owned by New Century and source code to which New Century is entitled under this Agreement and assist in its re-configuration, (vi) provide technical documentation for Software owned or licensed by New Century and for Software owned or licensed by Supplier to the extent New Century is entitled to continue using such Software following expiration or termination, (vii) analyze and report on the space required for the New Century Data and the Software needed to provide the Services; (viii) assist in the execution of a parallel operation, data migration and testing process until the successful completion of the transition to New Century, an Eligible Recipient and/or their designee(s), (ix) create and provide copies of the New Century Data in the format and on the media reasonably requested by New Century, an Eligible Recipient and/or their designee(s), (x) provide a complete and up-to-date, electronic copy of the Policy and Procedures Manual in the format and on the media reasonably requested by New Century, an Eligible Recipient and/or their designee(s), and (xi) provide other technical assistance as requested by New Century, an Eligible Recipient and/or their designee(s).

(2)

Hiring.

(i)

New Century, the Eligible Recipients and/or their designee(s) shall be permitted to undertake, without interference from Supplier, Supplier Subcontractors (subject to Section 4.3(b)(2)(ii) below) or Supplier Affiliates (including counter-offers), to hire, effective after the later of the expiration or termination of the Term (including any extension under Section 4.3(a)(2)) or completion of any Termination Assistance Services requested under Section 4.3(a)(1) or 4.3(b)(8), any Supplier Personnel substantially dedicated to the performance of Services during the twelve (12) month period prior to the expiration or termination date. Supplier shall waive, and shall cause its Affiliates to waive, their rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by New Century, the Eligible Recipients and/or their designee(s). Supplier shall provide New Century, the Eligible Recipients and/or their designee(s) with reasonable assistance in their efforts to hire such Supplier Personnel, and shall give New Century, the Eligible Recipients and/or their designee(s) reasonable access to such Supplier Personnel for interviews, evaluations and recruitment. New Century shall endeavor to conduct the above-described hiring activity in a manner that is not unnecessarily disruptive of the performance by Supplier of its obligations under this Agreement.

(ii)

With respect to Subcontractors, Supplier shall use commercially reasonable efforts to (A) obtain for New Century, the Eligible Recipients and their designee(s) the rights specified in Section 4.3(b)(2)(i), and (B) provide that such rights are not subject to subsequent Subcontractor approval or the payment by New Century, an Eligible Recipient or their designee(s) of any fees. If Supplier is unable to obtain any such rights with respect to a Subcontractor, it shall notify New Century in advance and shall not use such Subcontractor without New Century’s approval (and absent such approval, Supplier’s use of any such Subcontractor not identified in Exhibit 18 shall obligate Supplier to obtain or arrange, at no additional cost to New Century, the rights specified in Section 4.3(b)(2)(i), for New Century, the Eligible Recipients and their designee(s) upon expiration or termination). New Century hereby approves the use of the Subcontractors identified in Exhibit 18, notwithstanding Supplier’s inability to obtain the rights described in this Section 4.3(b)(2)(ii).

(iii)

Promptly upon New Century providing notice for provision of Termination Assistance Services pursuant to Section 4.3(a)(1), Supplier shall provide to New Century a list, organized by location, of the Supplier Personnel who are eligible for solicitation for employment pursuant to this Section 4.3(b)(2). Subject to applicable Privacy Laws, such list shall specify each such Supplier Personnel’s job title, annual total compensation, leave status and years of service.

(3)

Software. Subject to Sections 6.4(c) and 14.6 and excluding the Software identified on Exhibit 18, Supplier shall provide to New Century, (and/or, to the extent applicable, the Eligible Recipients and/or New Century’s designee) the rights designated in Section 14.6.

(4)

Equipment. Subject to Section 6.4(c) and excluding the Equipment leases identified on Exhibit 18, New Century shall have the right (but not the obligation) to purchase, or assume the lease for, any Equipment owned or leased by Supplier, Supplier Subcontractors or Supplier Affiliates that is substantially dedicated to the performance of the Services. Such Equipment shall be transferred in good working condition, reasonable wear and tear excepted, as of the expiration or termination of the Term (including any extension under Section 4.3(a)(2)) or the completion of any Services requiring such Equipment requested by New Century under this Section 4.3, whichever is later. At New Century’s direction, Supplier shall extend the right to purchase and/or assume the lease for such Equipment to the Eligible Recipients and/or New Century’s designee(s), in accordance with the provisions of this Section 4.3(b)(4). Supplier shall, at no additional charge to New Century, maintain such Equipment through the date of transfer so as to be eligible for the applicable manufacturer’s maintenance program. In the case of Supplier-owned Equipment, Supplier shall grant to New Century, the Eligible Recipients and/or their designee(s) a warranty of title and a warranty that such Equipment is free and clear of all liens and encumbrances. Such conveyance by Supplier to New Century, the Eligible Recipients and/or New Century’s designee(s) shall be at the fair market value of such Equipment. At New Century’s request, the Parties shall negotiate in good faith and agree upon the form and structure of the purchase. In the case of leased Equipment to be transferred to New Century, the Eligible Recipients and/or New Century’s designee(s), Supplier shall (i) represent and warrant that the lease is not in default, (ii) represent and warrant that all payments thereunder have been made through the date of transfer, and (iii) notify New Century of any non-trivial lessor defaults of which it is aware at the time.

(5)

New Century Facilities, Equipment and Software. Supplier shall vacate the New Century Facilities and return to New Century, if not previously returned, any New Century owned Equipment, New Century leased Equipment, New Century Owned Software, New Century licensed Third Party Software and New Century Owned Materials, in condition at least as good as the condition when made available to Supplier, ordinary wear and tear excepted. Supplier shall vacate such New Century Facilities and return such Equipment, Software and Materials at the expiration or termination of the Term (including any extension under Section 4.3(a)(2)) or the completion of any Services requiring such New Century Facilities, Equipment, Software and Materials requested by New Century under this Section 4.3, whichever is later. At New Century’s direction, Supplier will, as an alternative to returning Software to be returned pursuant to this Section, certify in writing its destruction or other removal of the Software from its Equipment.

(6)

Supplier Subcontracts and Third Party Contracts. Supplier shall inform New Century of all subcontracts or Third Party Contracts substantially dedicated by Supplier, Supplier Subcontractors or Supplier Affiliates to the performance of the Services. Unless and to the extent any such contract has been identified on Exhibit 18 pursuant to Section 6.4(c), Supplier shall, at New Century’s request, cause such Subcontractors, Supplier Affiliates or third party contractors to permit New Century, the Eligible Recipients and/or their designee(s) to assume prospectively any or all such contracts or to enter into new contracts with New Century, the Eligible Recipients and/or their designees on substantially the same terms and conditions, including price. Supplier shall so assign the designated subcontracts and Third Party Contracts to New Century, the Eligible Recipients and/or their designee(s) as of the expiration or termination of the Term (including any extension under Section 4.3(a)(2)) or the completion of any Termination Assistance Services requiring such subcontracts or Third Party Contracts requested by New Century under this Sections 4.3, whichever is later. Unless and to the extent any such contract has been identified on Exhibit 18 pursuant to Section 6.4(c), there shall be no charge or fee imposed on New Century, the Eligible Recipients and/or their designee(s) by Supplier or its Subcontractors, Affiliates or third party contractors for such assignment. Supplier shall (i) represent and warrant that it is not in default under such subcontracts and Third Party Contracts, (ii) represent and warrant that all payments thereunder through the date of assignment are current, and (iii) notify New Century of any Subcontractor’s or third party contractor’s non-trivial default with respect to such subcontracts and Third Party Contracts of which it is aware at the time.

(7)

Other Subcontracts and Third Party Contracts. In addition to its obligations under Section 4.3(b)(6), Supplier shall use commercially reasonable efforts to make available to New Century, the Eligible Recipients and/or their designee(s), pursuant to reasonable terms and conditions, any Subcontractor or third party services then being utilized by Supplier in the performance of the Services. Supplier shall retain the right to utilize any such Subcontractor or third party services in connection with the performance of services for any other Supplier customer. New Century and the Eligible Recipients shall retain the right to contract directly with any Subcontractor or third party previously utilized by Supplier to perform any Services.

(8)

Extension of Services. As part of the Termination Assistance Services, for a period of up to twelve (12) months following the originally specified expiration or termination date, Supplier shall provide to the Eligible Recipient(s), under the terms and conditions of this Agreement, at New Century’s request, any or all of the Services being performed by Supplier for such Eligible Recipients prior to the expiration or termination date, including those Services described in Section 4.1 and Exhibit 2; provided that New Century may extend the period for the provision of such Services as and to the extent provided in Section 4.3(a)(2). New Century shall provide Supplier with notice of the Services, if any, to be provided pursuant to this provision (i) at least sixty (60) days prior to the expiration of the Term or the effective date of a termination for convenience, or (ii) within thirty (30) days after the effective date of a termination for cause (provided that, in the event of a termination for cause, Supplier shall continue to provide the Services provided prior to such termination during the thirty (30) day period unless instructed otherwise by New Century. To the extent New Century requests such Services, New Century will pay Supplier the Charges specified in Exhibit 4 that New Century would have been obligated to pay Supplier for such Services if this Agreement had not yet expired or been terminated. To the extent New Century requests a portion (but not all) of the Services included in a particular Charge, the amount to be paid by New Century will be equitably adjusted in proportion to the portion of the Services included in the applicable Charge that Supplier will not be providing or performing.

In addition to the foregoing, to the extent New Century requests that all or part of the Services be provided to an Eligible Recipient no longer Controlled by New Century, New Century shall reimburse Supplier for any additional license fees reasonably incurred by Supplier for Third Party Software or Software owned by Subcontractors that are not Affiliates of Supplier to the extent such Software is required to perform the requested Services (provided Supplier notifies New Century of such additional license fees, obtains New Century’s approval prior to incurring such fees, and uses commercially reasonable efforts to minimize such additional license fees to the extent possible).

(9)

Rates and Charges. Except as provided in Section 4.3(b)(8), if New Century requests that Supplier provide or perform Termination Assistance Services in accordance with this Agreement, New Century shall pay Supplier the COLA-adjusted rates and charges specified in Exhibit 4 for the Supplier Personnel or resources required to perform such Termination Assistance Services. To the extent rates and charges for such Supplier Personnel or resources are not specified in Exhibit 4, New Century shall pay Supplier a negotiated fee, which shall be no less favorable to New Century than the most favorable rates available under then-current New Century/Supplier contracts for like services or Supplier’s then current commercially available rates for such personnel or resources. Notwithstanding the foregoing, Supplier shall use commercially reasonable efforts to provide the Termination Assistance Services requested by New Century using Supplier’s program management personnel (provided that the Termination Assistance Services include the continued provision of Services pursuant to Section 4.3(b)(8)) or other Supplier Personnel then assigned to the engagement for whom New Century is not obligated to pay an additional Charge (including Supplier Personnel not assigned on a dedicated basis as long the performance of such Termination Assistance Services does not cause such personnel to materially exceed the time they ordinarily devote to the New Century engagement on a monthly basis). To the extent Supplier is able to do so, New Century shall incur no additional charge for such Termination Assistance Services. If the Termination Assistance Services requested by New Century cannot be provided by Supplier using such Supplier Personnel without impacting Supplier’s ability to meet the Service Levels and/or its other obligations under the Agreement, Supplier shall so advise New Century and New Century, in its sole discretion, may forego or delay any work activities or temporarily or permanently adjust the work to be performed by Supplier, the schedules associated therewith or the Service Levels to permit the performance of such Termination Assistance Services using such personnel.

4.4

Right to In-source or Use Third Parties.

(a)

Right of Use. Nothing in this Agreement shall be construed as a requirements contract, and subject to Section 5(f) of Exhibit 4, this Agreement shall not be interpreted to prevent New Century or any Eligible Recipient from obtaining from third parties (each, a “New Century Third Party Contractor”), or providing to itself, any or all of the Services or any other products or services. Nor shall anything in this Agreement be construed or interpreted as limiting New Century’s right or ability during the Term to change the requirements of New Century or the Eligible Recipients, move parts of Functional Service Areas in and out of scope, add or delete Eligible Recipients or increase or decrease its demand for Services. Subject to Section 5(f) of Exhibit 4, to the extent New Century or an Eligible Recipient obtains from New Century Third Party Contractors, or provides to itself, any of the Services, the amount to be paid to Supplier by New Century will be equitably adjusted downward in accordance with Exhibit 4. Similarly, subject to Section 5(f) of Exhibit 4, to the extent New Century adds or deletes Eligible Recipients or increases or decreases its demand for Services, the amount to be paid to Supplier by New Century will be adjusted in accordance with Exhibit 4 and the rates specified therein.

(b)

Supplier Cooperation. Supplier shall reasonably cooperate with and work in good faith with New Century or New Century Third Party Contractors as described in this Section 4.4 and Exhibit 2 or requested by New Century. Such cooperation may include: (A) timely providing access to any facilities being used to provide the Services, as necessary for New Century personnel or New Century Third Party Contractors to perform the work assigned to them; (B) timely providing reasonable electronic and physical access to the business processes and associated Equipment, Software and/or Systems to the extent necessary and appropriate for New Century personnel or New Century Third Party Contractors to perform work related to or in furtherance of the Services; (C) timely providing then available written requirements, standards, policies or other documentation for the business processes and associated Equipment, Software or Systems procured, operated, supported or used by Supplier in connection with the Services as necessary for New Century personnel or New Century Third Party Contractors to perform the work assigned to them; (D) providing, to the extent practicable and within Supplier’s control, that there is no degradation in the provision of the Services caused by the adjustments made by Supplier in transferring Services to a third party, New Century or an Eligible Recipient; or (E) any other cooperation reasonably necessary for New Century personnel or New Century Third Party Contractors to perform the work in question. New Century shall require New Century personnel and New Century Third Party Contractors to comply with Supplier’s reasonable security, safety and confidentiality requirements (including, in the case of New Century Third Party Contractors, the execution of a non-disclosure agreement substantially in the form attached as Exhibit 22), and, to the extent performing work on Software, Equipment or Systems for which Supplier has operational responsibility, to comply with Supplier’s reasonable standards, methodologies, and procedures. Such cooperation shall be provided at no additional Charge to New Century unless and to the extent such cooperation requires additional Supplier resources, in which case it shall be treated as a Project.

(c)

Notice by Supplier. Supplier shall use commercially reasonable efforts to immediately notify New Century when it becomes aware that an act or omission of a New Century Third Party Contractor will cause, or has caused, a problem or delay in providing the Services, and shall use commercially reasonable efforts to work with New Century, the Eligible Recipients and the New Century Third Party Contractor to prevent or circumvent such problem or delay. Supplier shall do so at no additional Charge to New Century unless and to the extent such work requires additional Supplier resources, in which case it shall be treated as a Project. Supplier shall cooperate with New Century, the Eligible Recipients and New Century Third Party Contractors to resolve differences and conflicts arising between the Services and other activities undertaken by New Century, the Eligible Recipients or New Century Third Party Contractors. Any notification provided by Supplier in accordance with this Section 4.4(c) shall not in and of itself excuse Supplier from the performance of any of its obligations under this Agreement.

4.5

Projects.

(a)

Procedures and Performance. Supplier shall perform Projects requested and approved by New Century in accordance with Section 10 of Exhibit 4. A “Project” is a discrete unit of non-recurring work that is related to or in furtherance of the Services, but that is not an inherent or necessary part of the day-to-day Services, and is not required to be performed by Supplier to meet the existing Service Levels (other than Service Levels related to Project performance). A Project may consist of or include work that would otherwise be treated as New Services. The Supplier Personnel assigned to perform such Projects shall possess the training, education, experience, competence and skill to perform such work. The New Century Project Executive or his or her designee shall request, define and set the priority for such Projects. Supplier shall use commercially reasonable efforts to maintain appropriate continuity of personnel assigned to perform Projects.

(b)

Additional Work or Reprioritization. The New Century Project Executive or his or her designee may identify new or additional work activities to be performed by Supplier Personnel (under a new or amended Project Order, where appropriate) (including work activities that would otherwise be treated as Projects or New Services) or reprioritize or reset the schedule for existing work activities to be performed by such Supplier Personnel. Notwithstanding Section 4.5(a), to the extent the work activities requested by New Century can be provided by Supplier using Supplier’s program management personnel or other Supplier Personnel then assigned to the engagement for whom New Century is not obligated to pay an additional Charge (including Supplier Personnel not assigned on a dedicated basis as long as the performance of such Project does not cause such personnel to exceed the time they ordinarily devote to the New Century engagement on a monthly basis, including the time ordinarily counted toward Baseline Project FTE Hours) without impacting the established schedule for other tasks or the performance of the Services in accordance with the Service Levels, there will be no additional charge to New Century for such work and the FTE hours associated with such work shall not be counted against the Baseline Project FTE Hours. If the work activities requested by New Century cannot be provided by Supplier using personnel then assigned to New Century without impacting the Service Levels, New Century, in its sole discretion, may forego or delay any work activities or temporarily or permanently adjust the work to be performed by Supplier, the schedules associated therewith or the Service Levels to permit the performance of the requested work using such personnel.

4.6

Service Revisions

(a)

Financial Responsibility For Changes.

(i)

Supplier Responsibility. Without limiting New Century’s right of approval under Section 9.6(c), unless otherwise set forth in this Agreement (including Section 15.10) or expressly approved by New Century, Supplier shall bear all charges, fees and costs associated with any change (i) desired by Supplier, or (ii) necessitated by a change in Supplier Laws (excluding Payroll Laws, and Privacy Laws applicable to the provision of Services because of the presence of New Century or Eligible Recipient employees in the relevant jurisdiction and not because of the presence in such jurisdiction of Supplier Personnel or a Supplier Facility from which the impacted Services are provided), including all charges, fees and costs associated with (i) the design, installation, implementation, testing and rollout of such change, (ii) any modification or enhancement to, or substitution for, any impacted business process or associated Software, Equipment, System, Services or Materials, (iii) any increase in the cost to New Century or the Eligible Recipients of operating, maintaining or supporting any impacted business process or associated Software, Equipment, System, Services or Materials, and (iv) any increase in Resource Unit usage resulting from such change. Notwithstanding the preceding sentence, New Century shall bear the charges, fees and costs if the change is (i) initiated by New Century, or (ii) an optional change offered by Supplier and requested by New Century.

(ii)

New Century Changes (Service Revisions). Without limiting the provisions of Section 4.6(a)(i) or 15.10(g), in the event (i) New Century requests a change to the Services, (ii) a change provided for under this Agreement is not designated as a change for which Supplier is financially responsible, or (iii) a change is necessitated by a change in New Century Laws, Payroll Laws or Privacy Laws applicable to the provision of Services because of the presence of New Century or Eligible Recipient employees in the jurisdiction in question (a “Service Revision”), Supplier shall promptly evaluate such Service Revision to determine the impact of such Service Revision on the ongoing Services, including any impact on the level of effort, resources or expense associated with the performance of the changed Services and any resulting impact on the Base Charges or ARC/RRC Rates for such Services, which determination shall be made in accordance with Sections 4.6(a)(ii)(1), (2), (3) and (4) of this Agreement. To the extent relevant, Supplier shall prepare for New Century a proposal (a “Service Revision Proposal”) describing in detail the impact of such Service Revision on the ongoing Services and any resulting changes to the Base Charges or ARC/RRC Rates. The Parties shall then negotiate in good faith and seek to agree upon the Service Revision Proposal and shall modify such proposal as and to the extent appropriate. If the Service Revision Proposal is approved by New Century, Supplier shall implement the Service Revision in accordance with the Service Revision Proposal and the Base Charges and/or ARC/RRC Rates appearing in Exhibit 4 shall be modified accordingly. If the Parties disagree and New Century nevertheless directs Supplier to proceed with such Service Revision, Supplier shall promptly implement such Service Revision under the pricing set forth in the Service Revision Proposal and the Parties shall submit the disagreement to the dispute resolution process set forth in Article 19.

For avoidance of doubt, it is understood and agreed that the foregoing applies only to changes in the ongoing Services and the Base Charges and ARC/RRC Rates associated therewith and that the implementation of a Service Revision and any resources or effort expended in connection therewith will be treated as a Project in accordance with Section 4.5 of this Agreement and Section 10 of Exhibit 4.

For purposes of the foregoing:

(1)

No Charge Service Revision. To the extent the Service Revision:

(a)

does not require increased levels of effort, resources or expense from Supplier; or

(b)

requires increased levels of effort, resources or expense from Supplier that can be offset by reductions in effort, resources or expense required of Supplier prior to the Service Revision, including through efficiencies realizable through the performance of the Services as so changed;

(each such Service Revision, a “No Charge Revision”), there shall be no increase in the Base Charges or ARC/RRC Rates associated with such change.

(2)

Potential Charge Impacting Service Revision. Subject to Section 4.6(a)(ii)(4) and 11.5, to the extent the Service Revision:

(a)

requires increased levels of effort, resources or expense from Supplier that cannot be offset by other reductions in effort, resources or expense required of Supplier prior to the Service Revision, associated with such Service Revision; and

(b)

the Service Revision is not a No Charge Revision or a change that is Supplier’s responsibility pursuant to Section 4.6(a)(i) or 4.6(a)(ii)(1);

the Base Charges and/or ARC/RRC Rates for the impacted Services shall be subject to increase as set forth in the approved Service Revision Proposal.

(3)

Decreased Charge Service Revision. Subject to Sections 4.6(a)(ii)(4) and 11.5 of this Agreement and Section 5(f) of Exhibit 4, to the extent the Service Revision permits reduced levels of effort, resources or expense from Supplier, the Base Charges and/or ARC/RRC Rates for the impacted Services, shall be reduced as set forth in the approved Service Revision Proposal.

(4)

Notwithstanding the foregoing, to the extent the net increase or decrease in the level of effort, resources or expense associated with any Service Revision and the resulting increase or decrease in the applicable Base Charges and/or ARC/RRC Rates, measured on an annualized basis, would be less than or equal to $5,000 (the “Individual De Minimus Change Threshold Amount”), and the net increase or decrease associated with all such de minimus changes in a Functional Service Area in any Contract Year would be less than or equal to $25,000 (the “Aggregate De Minimus Change Threshold Amount”), there shall be no change in the Base Charges and/or ARC/RRC Rates for the applicable Functional Service Area. In addition, if the net increase or decrease in the level of effort, resources or expense associated with all Service Revisions exceeding the Individual De Minimus Change Threshold Amount and/or the Aggregate De Minimus Change Threshold Amount implemented in a Functional Service Area in any Contract Year and the resulting increase or decrease in the applicable Base Charges and/or ARC/RRC Rates, measured in the aggregate and on an annualized basis, would be less than or equal to $50,000 (the “Aggregate Change Threshold Amount”), there shall be no change in the applicable Base Charges and/or ARC/RRC Rates for the applicable Functional Service Area. Notwithstanding the foregoing, to the extent the net increase or decrease in the level of effort, resources or expense associated with all Service Revisions falling below the Individual De Minimus Change Threshold Amount, the Aggregate De Minimus Change Threshold Amount and/or the Aggregate Change Threshold Amount, measured in the aggregate for all Contract Years, would exceed $1,550,000, such changes shall result in an increase or decrease in the applicable Base Charges and/or ARC/RRC Rates for the applicable Functional Service Area even though such changes would not otherwise result in such an increase or decrease.

4.7

Contract Management Responsibility.

(a)

Supplier, acting through the Supplier Account Executive (or his or her designees(s)), shall remain responsible for the administration of this Agreement on a day-to-day basis on behalf of Supplier (including decisions, consents, notices, acceptances and approvals) and only Supplier, acting through the Supplier Account Executive (or his or her designees(s)) shall be authorized to act on behalf of Supplier or to amend, modify, change, waive or discharge their rights and obligations under this Agreement.

(b)

New Century, acting through the New Century Project Executive (or his or her designees(s)) shall remain responsible for the administration of this Agreement on a day-to-day basis on behalf of New Century and the Eligible Recipients (including decisions, consents, notices, acceptances and approvals) and only New Century, acting through the New Century Project Executive (or his or her designees(s)) shall be authorized to act on behalf of New Century and the Eligible Recipients or to amend, modify, change, waive or discharge their rights and obligations under this Agreement.

4.8

Reliance on Instructions and Information.

(a)

In performing its obligations under this Agreement, Supplier will be entitled to reasonably rely upon any instructions, authorizations, and/or approvals communicated to Supplier in accordance with this Agreement or the Policy and Procedures Manual by the New Century Project Executive or, as to areas of competency specifically identified by the New Century Project Executive, by other New Century personnel identified by the New Century Project Executive, from time to time, as having authority to provide the same on behalf of New Century in such person’s area of competency.

(b)

Supplier shall not be responsible for errors or inaccuracies in Supplier’s work product resulting from errors or inaccuracies in the data or information provided to Supplier for processing, unless and to the extent the errors or inaccuracies in Supplier’s work product are attributable to the failure of Supplier or Supplier Personnel to comply with Supplier’s obligations under this Agreement (including the failure of Supplier or Supplier Personnel to adhere to applicable processes and controls that, if adhered to, would have enabled Supplier or Supplier Personnel to identify and timely correct such errors or inaccuracies, even if caused by New Century),

REQUIRED CONSENTS

5.1

Administrative Responsibility.

At no additional cost to New Century, Supplier shall undertake all administrative activities necessary to obtain all Required Consents. At Supplier’s request, New Century will cooperate with Supplier in obtaining the Required Consents by executing appropriate New Century approved written communications and other documents prepared or provided by Supplier. With New Century’s approval, Supplier may exercise for the benefit of New Century and the Eligible Recipients any rights Supplier has to utilize license rights or other applicable rights under Supplier’s existing third party licenses, leases or contracts, and the Parties shall cooperate in minimizing or eliminating any costs associated therewith.

5.2

Financial Responsibility.

Supplier shall pay all transfer, re-licensing or termination fees or expenses associated with obtaining any Required Consents or terminating any licenses or agreements as to which Supplier is unable to obtain such Required Consents.

5.3

Contingent Arrangements.

If, despite using all commercially reasonable efforts, Supplier is unable to obtain a Required Consent, with respect to New Century licensed Third Party Software, Supplier shall, at New Century’s option and with New Century’s consent, (i) replace the New Century license for such Third Party Software with a Supplier license; (ii) replace such Third Party Software with other Software offering substantially similar features and functionality, or (iii) secure the right for Supplier to manage the New Century licensed Third Party Software on behalf of New Century. In the event of (i) or (ii), New Century shall reimburse Supplier for the charges for such Third Party Software to the extent they are equal to or less than the charges for which New Century would have been responsible had the Required Consent been obtained. If, despite using all commercially reasonable efforts, Supplier is unable to obtain a Required Consent with respect to any other New Century Third Party Contract, then, unless and until such Required Consent is obtained, Supplier shall manage such Third Party Contract on New Century’s behalf and perform all obligations and enforce all rights under such Third Party Contract as if Supplier were a party to the agreement in New Century’s place. If, despite using commercially reasonable efforts, management of such Third Party Contract is not legally or contractually possible or Supplier is unable to obtain any other Required Consent, the Parties shall discuss and agree upon commercially reasonable alternative approaches as are necessary and sufficient to provide the Services without such Required Consent. Except as otherwise expressly provided herein, the failure to obtain any Required Consent shall not relieve Supplier of its obligations under this Agreement and Supplier shall not be entitled to any additional compensation or reimbursement in connection with obtaining or failing to obtain any Required Consent or implementing any alternative approach.

FACILITIES, SOFTWARE, EQUIPMENT, AND CONTRACTS ASSOCIATED WITH THE PROVISION OF SERVICES

6.1

Service Facilities.

(a)

Service Facilities.

(i)

Supplier and its Affiliates and Subcontractors shall provide the Services at or from (i) the New Century Facilities described on Exhibit 7, (ii) the Supplier Facilities described on Exhibit 8, or (iii) any other service location approved by New Century. Supplier shall provide New Century with reasonable notice of its intention to relocate the provision of a Service to a new or different Supplier Facility not identified on Exhibit 8 and shall obtain New Century’s approval prior to doing so (provided that Supplier shall not be obligated to obtain New Century’s approval with respect to Supplier Facilities to which Section 6.1(a)(ii), 6.1(a)(iii) or 6.1(a)(iv) applies). Supplier shall be financially responsible for all additional costs, taxes or expenses related to or resulting from any Supplier-initiated relocation to a new or different Supplier Facility, including any costs or expenses incurred or experienced by New Century or any Eligible Recipient as a result of such relocation; provided that, within thirty (30) days after New Century has been notified of the potential relocation, New Century notifies Supplier of any New Century controlled costs and expenses (excluding any taxes) that will be incurred or experienced by New Century or any Eligible Recipient as a result of such relocation.

(ii)

Notwithstanding Section 6.1(a)(i) above, Supplier may relocate Services from an approved Supplier Facility in the United States to another Supplier Facility in the United States, provided: (A) Supplier provides notice to New Century at least sixty (60) days prior to the effective date of such relocation; (B) the Supplier Facility to which the Services are to be relocated is comparable or superior in all material respects to the approved Supplier Facility from which such Services had previously been performed; (C) the Supplier Facility to which the Services are to be relocated complies with all relevant requirements and Supplier obligations under this Agreement; (D) the Supplier Facility to which the Services are to be relocated presents no greater risk from a disaster recovery or business continuity perspective; (E) Supplier promptly provides New Century with information and documentation demonstrating that such Supplier Facility complies with the criteria specified in Subsections (B), (C) and (D) and provides New Century with a reasonable opportunity to independently verify such compliance; (F) Supplier remedies any known non-compliance with the criteria specified in Subsections (B), (C) and (D) prior to relocating the Services in question; and (G) Supplier agrees to be financially responsible for any additional costs, taxes or expenses related to or resulting from such relocation, including any costs or expenses (e.g., audit or Sarbanes-Oxley compliance costs) incurred or experienced by New Century or any Eligible Recipient as a result of such relocation; provided that, within thirty (30) days after New Century has been notified of the potential relocation, New Century notifies Supplier of any New Century controlled costs and expenses (excluding any taxes) that will be incurred or experienced by New Century or any Eligible Recipient as a result of such relocation.

(iii)

Notwithstanding Section 6.1(a)(i) above, Supplier may relocate Services from an approved Supplier Facility in Bangalore, India, to another Supplier Facility located in the same metropolitan area and country, provided: (A) Supplier provides notice to New Century at least sixty (60) days prior to the effective date of such relocation; (B) the Supplier Facility to which the Services are to be relocated is comparable or superior in all material respects to the approved Supplier Facility from which such Services had previously been performed; (C) the Supplier Facility to which the Services are to be relocated complies with all relevant requirements and Supplier obligations under this Agreement; (D) the Supplier Facility to which the Services are to be relocated presents no greater risk from a disaster recovery or business continuity perspective; (E) Supplier promptly provides New Century with information and documentation demonstrating that such Supplier Facility complies with the criteria specified in Subsections (B), (C) and (D) and provides New Century with a reasonable opportunity to independently verify such compliance; (F) Supplier remedies any known non-compliance with the criteria specified in Subsections (B), (C) and (D) prior to relocating the Services in question; and (G) Supplier agrees to be financially responsible for any additional costs, taxes or expenses related to or resulting from such relocation, including any costs or expenses (e.g., audit or Sarbanes-Oxley compliance costs) incurred or experienced by New Century or any Eligible Recipient as a result of such relocation; provided that, within thirty (30) days after New Century has been notified of the potential relocation, New Century notifies Supplier of any New Century controlled costs and expenses (excluding any taxes) that will be incurred or experienced by New Century or any Eligible Recipient as a result of such relocation.

(iv)

Notwithstanding Section 6.1(a)(i) above, Supplier may temporarily provide a portion of the Services (not to exceed 20% of the Service in question) on an overflow basis from an approved Supplier Facility identified as “secondary” on Exhibit 8, provided: (A) Supplier provides notice to New Century of its intention to do so at least sixty (60) days prior to the first use of such “secondary” Supplier Facility for this purpose; (B) such Supplier Facility is comparable or superior in all material respects to the approved Supplier Facility from which such Services are ordinarily performed; (C) such Supplier Facility complies with all relevant requirements and Supplier obligations under this Agreement; (D) such Supplier Facility presents no greater risk from a disaster recovery or business continuity perspective; (E) Supplier promptly provides New Century with information and documentation demonstrating that such Supplier Facility complies with the criteria specified in Subsections (B), (C) and (D) and provides New Century with a reasonable opportunity to independently verify such compliance; (F) Supplier remedies any known non-compliance with the criteria specified in Subsections (B), (C) and (D) prior to performing the Services in qu