Agreement which are not inconsistent with this Amendment No. 2 or prior
Amendment No 1 shall remain unchanged and in full force and effect and are
hereby ratified and confirmed in all respects.
Section 10. Counterparts. This Amendment No. 2 may be executed in any
number of counterparts, all of which taken together shall constitute one single
agreement between the parties.
Section 11. Effectiveness. This Amendment No. 2 shall become effective as
of the Amendment No. 2 Effective Date when Customer and Liberty shall each have
received duly executed counterparts signed by each of the parties (or, in the
case of either party as to which an executed counterpart shall not have been
received, shall have received telegraphic, telex or other written confirmation
from the other party of execution of a counterpart by such party).
Section 12. WAIVER OF WARRANTIES. THE SYSTEMS LISTED IN SCHEDULE 9.1 ('THE
SYSTEMS") ARE PROVIDED TO LIBERTY ON AN "AS-IS" AND "AS-AVAILABLE," BASIS,
WITHOUT WARRANTIES OF ANY KIND. CUSTOMER DOES NOT MAKE, AND NEITHER LIBERTY NOR
ANY THIRD PARTY HEREBY RECEIVES, ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY
OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY,
SUITABILITY, MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, QUALITY OF
INFORMATION, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF ANY
COURSE OF DEALING, CUSTOM OR USAGE OF TRADE). WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, CUSTOMER MAKES NO WARRANTY THAT
Execution Copy
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THE SYSTEMS AND ANY ASSOCIATED SERVICES PROVIDED UNDER THE INSURANCE
ADMINISTRATIVE AGREEMENT, AS AMENDED, SHALL MEET LIBERTY'S REQUIREMENTS, OR THAT
THE SYSTEMS SHALL OPERATE ERROR FREE OR THAT USE OF THE SYSTEMS SHALL BE
UNINTERRUPTED, OR THAT THE SYSTEMS, ASSOCIATED SERVICES, OR ANY ELEMENTS THEREOF
WILL PERFORM IN THE MANNER DESCRIBED OR EXPECTED, OR THAT ANY REVENUE OR PROFIT
TO LIBERTY WILL RESULT FROM THE USE OF THE SYSTEMS OR ANY ASSOCIATED SERVICES.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CUSTOMER OR ANY OF ITS AGENTS
SHALL CREATE ANY ADDITIONAL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF
CUSTOMER'S OBLIGATIONS HEREUNDER. LIBERTY AGREES AND ACKNOWLEDGES THAT THE
SYSTEMS AND ASSOCIATED SERVICES ARE NOT INTENDED TO REPLACE LIBERTY'S
PROFESSIONAL SKILL AND JUDGMENT.
CUSTOMER IS CURRENTLY AWARE OF A NUMBER OF ISSUES, ATTACHED AS EXHIBIT
12.1, THAT EXIST TODAY IN THE ADMINISTRATIVE SYSTEM. LIBERTY AGREES THAT THESE
EXISTING ISSUES WILL BE ADDRESSED IN ANY CONVERSION PLAN OR ALTERNATIVE PLAN OF
CONVERSION IT PRESENTS TO CUSTOMER. COSTS FOR ADDRESSING THESE ISSUES LISTED ON
EXHIBIT 12.1 WILL BE BORNE BY LIBERTY. ALL OTHER ISSUES WITH THE ADMINISTRATIVE
SYSTEM THAT CUSTOMER IS CURRENTLY AWARE OF THAT REQUIRE FIXES SHALL BE HANDLED
AS ADDITIONAL SERVICES REQUESTS.
Section 13. Support Services. Customer will provide forty-five
(45) business days of support for Liberty as part of this Agreement starting on
or about March 14th 2005. Merrill Lynch subject matter experts will provide
phone support and guidance to assist in the remediation of issues and answer
technical questions, and shall be available during this time to travel to
Greenville, if necessary, to assist