IMPOSITION OF A LIEN OR ANY SECURITY INTEREST ATTRIBUTABLE TO ACTIONS
OF CSC OR ANY CSC SUBCONTRACTOR ON, ANY OF THE EXISTING EQUIPMENT, WHICH SHALL
AT ALL TIMES REMAIN TEXTRON'S OR THE APPLICABLE THIRD PARTY LESSOR'S PROPERTY.
CSC HEREBY WAIVES AND AGREES TO WAIVE ANY RIGHTS WHICH MAY ARISE UNDER LAW FOR
CSC TO IMPOSE A LIEN ON THE EXISTING EQUIPMENT FOR ANY SUMS DUE TO CSC BY
TEXTRON PURSUANT TO THIS AGREEMENT.
8.1.7
SHOULD TEXTRON WISH TO CONSOLIDATE OR RELOCATE SOME OR ALL OF
THE TEXTRON-OWNED EQUIPMENT OR TEXTRON-LEASED EQUIPMENT DURING THE TERM, THEN
THE PARTIES MUST FIRST AGREE TO A CONSOLIDATION/RELOCATION PLAN (WHICH MAY
INCLUDE THE SALE OF TEXTRON-OWNED EQUIPMENT TO OR THE ASSUMPTION OF RELEVANT
LEASES BY CSC AND ALLOCATION OF RISK ASSOCIATED WITH SUCH CONSOLIDATION OR
RELOCATION).
THE SALE OF ANY TEXTRON-OWNED EQUIPMENT SHALL BE MADE IN
ACCORDANCE WITH THIS AGREEMENT, AND TEXTRON-LEASED EQUIPMENT SHALL BE
TRANSFERRED PURSUANT TO SECTION 8.5 WITH CSC OBTAINING ALL REQUIRED CONSENTS,
INCLUDING IN ACCORDANCE WITH SECTION 8.7.
8.1.8
TEXTRON SHALL BE RESPONSIBLE FOR TERMINATING EXISTING LEASES FOR
TEXTRON-LEASED EQUIPMENT ON THE APPLICABLE EXPIRATION DATES AND FOR AVOIDING
AUTOMATIC RENEWAL OF ANY SUCH LEASES.
CSC SHALL COOPERATE WITH TEXTRON
IN
CONNECTION WITH TERMINATION OF SUCH LEASES AND IN PLANNING AND PREPARATION FOR
REFRESH OF TEXTRON-LEASED EQUIPMENT UPON LEASE EXPIRATION.
8.2
MANAGED CONTRACTS
8.2.1
SUBJECT TO SECTION 8.6, CSC WILL, FROM THE APPLICABLE HANDOVER
DATE, ADMINISTER THE MANAGED CONTRACTS.
FOR PURPOSES OF THIS SECTION, THE
"HANDOVER DATE" FOR A THIRD PARTY CONTRACT ADDED TO ANNEX F-3 TO SCHEDULE F
(EXISTING EQUIPMENT AND SOFTWARE)
24
AFTER THE SIGNATURE DATE SHALL BE THE LATER OF THE ACTUAL HANDOVER DATE OR THE
DATE THAT THE THIRD PARTY CONTRACT IS ADDED TO ANNEX F-3 TO SCHEDULE F.
8.2.2
SUBJECT TO CSC OBTAINING ANY REQUIRED CONSENTS PURSUANT TO
SECTION 8.6, TEXTRON HEREBY AUTHORIZES CSC TO ADMINISTER THE MANAGED CONTRACTS
AND WILL PROMPTLY NOTIFY ALL APPROPRIATE THIRD PARTY SUPPLIERS OF SUCH
AUTHORIZATION.
CSC SHALL NOT HAVE ANY RIGHT TO SUE, CLAIM OR TAKE ANY LEGAL
ACTIONS (OR ANY PRECURSORS TO SUCH ACTIONS) IN TEXTRON'S NAME WITH RESPECT TO
THE MANAGED CONTRACTS, AND CSC SHALL INFORM TEXTRON OF ANY ISSUES ARISING OUT OF
OR RELATING TO THE MANAGED CONTRACTS.
8.2.3
CSC SHALL, FROM THE APPLICABLE HANDOVER DATE, ADMINISTER THE
MANAGED CONTRACTS INCLUDING MANAGING THIRD PARTY SUPPLIERS, INFORMING TEXTRON
WHEN ANY MANAGED CONTRACTS ARE DUE FOR RENEWAL, AND USING EQUIPMENT, SOFTWARE OR
OTHER SUBJECT MATTER OF ANY MANAGED CONTRACT IN COMPLIANCE WITH THE PROVISIONS
OF THE APPLICABLE MANAGED CONTRACTS.
CSC'S RESPONSIBILITY FOR THE MANAGED
CONTRACTS SHALL BE TO MANAGE ONLY, AND IT SHALL NOT HAVE ANY LIABILITY FOR THE
OPERATIONAL OR OTHER FAILURE OF ANY SELLER OR OTHER PROVIDER UNDER A MANAGED
CONTRACT (EXCEPT INSOFAR AS SUCH FAILURE IS DUE TO A FAILURE TO MANAGE
PROPERLY). IN THE EVENT OF AN OPERATIONAL OR OTHER FAILURE OF ANY SELLER OR
OTHER PROVIDER UNDER A MANAGED CONTRACT, CSC SHALL, UPON REQUEST, DEMONSTRATE TO
TEXTRON THAT IT HAS EXERCISED REASONABLE MANAGERIAL MEASURES.