a
reasonable manner and (ii) not commit, and shall use all reasonable efforts to
ensure that no business visitor or invitee of Vendor commits, any act in
violation of any Laws in such Vendor occupied TXUED Facility or any act in
violation of TXUED's insurance policies or in breach of TXUED's obligations
under the applicable real estate leases in such Vendor occupied TXUED Facilities
(in each case, to the extent Vendor has received prior notice of such insurance
policies or real estate leases).
(g)
Costs and Expenses. Both Parties agree to use commercially reasonable efforts to
minimize the costs and expenses associated with any relocation provided for in
this Section 6.1.
6.2
Use of Vendor Facilities.
(a)
Vendor Facilities. At TXUED's request, Vendor shall provide TXUED with
reasonable use of and access to Vendor Facilities to the extent required by
TXUED for purposes relating to the Services and such other purposes as agreed by
Vendor (provided that such use shall not unreasonably interfere with Vendor's
provision of the Services), including permitting TXUED to locate such numbers of
TXUED Personnel as were historically located in any such Vendor Facilities that
were acquired or leased from TXUED, less the number of Transitioned Employees
historically located at such facility.
At TXUED's request, Vendor shall also
permit TXUED to locate at such Vendor Facilities any TXUED owned or leased
equipment (including SCADA/communication equipment) that was historically
located in such Vendor Facilities and shall permit TXUED Personnel to access,
use, maintain, replace and remove such equipment to the extent required by
TXUED. Vendor warrants that Vendor shall not interfere with TXUED's quiet
enjoyment of the Vendor Facilities. TXUED shall comply with Vendor's policies,
rules and regulations applicable to Vendor's Facilities (including with respect
to security, confidentiality and regulatory issues) of which TXUED has been
provided prior notice. Any improvements or modifications to Vendor Facilities
requested by TXUED shall be (i) subject to review and approval in advance by
Vendor and (ii) performed by or through Vendor. TXUED shall reimburse Vendor for
the actual direct reasonable costs and expenses incurred in connection with such
modifications or improvements. EXCEPT AS SET FORTH HEREIN, THE VENDOR FACILITIES
ARE PROVIDED BY VENDOR TO TXUED ON AN AS-IS, WHERE-IS BASIS. VENDOR EXPRESSLY
DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE VENDOR FACILITIES OR,
EXCEPT AS SET FORTH HEREIN, QUIET ENJOYMENT BY TXUED.
Page 11 of 67
AMENDED AND RESTATED
MASTER AGREEMENT
(b)
Physical Security. Vendor is responsible for the physical security of the Vendor
Facilities; provided, that TXUED shall be responsible for the physical security
and safety, physical access and control of the buildings or areas over which
TXUED has exclusive control and TXUED shall not permit any person to have access
to, or control of, any such area unless such access or control is permitted in
accordance with control procedures approved by Vendor or any higher standard
agreed to by TXUED and Vendor. TXUED shall be solely responsible for compliance
by TXUED Personnel with such control procedures,