limiting TXUED's right or ability to add or delete Eligible Recipients. Nothing
in this Agreement shall be construed or interpreted as limiting TXUED's right or
ability to increase or decrease its demand for Services. To the extent TXUED
adds or deletes Eligible Recipients or increases or decreases its demand for
Services, the Charges shall be adjusted in accordance with Exhibit 11.
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AMENDED AND RESTATED
MASTER AGREEMENT
(b)
Vendor Cooperation. Vendor shall fully cooperate with and work in good faith
with TXUED and TXUED Third Party Contractors as described in this Agreement or
as reasonably requested by TXUED in a manner consistent with this Agreement.
4.4
Employee Transfers. The transitioning of TXUED's employees to Vendor under or in
connection with a Services Agreement or a New Service, if any, shall be effected
in accordance with the terms and conditions set forth in Exhibit 2.
4.5
Governance. The Parties shall comply with the governance and account management
provisions set forth in Exhibit 8.
5.
RESERVED
6.
FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH THE
PROVISION OF SERVICES
6.1
Service Facilities.
(a)
Service Facilities. The Services shall be provided at or from (i) the TXUED
Facilities, (ii) the Vendor Facilities or (iii) any other service location
requested by Vendor and approved by TXUED. Vendor shall be financially
responsible for all additional costs, taxes or expenses related to or resulting
from any Vendor-initiated relocation to a new or different service location,
including any reasonable costs or expenses directly incurred (including internal
costs) by TXUED as a result of such relocation.
(b)
TXUED Facilities. Commencing on the applicable Services Agreement Effective Date
and continuing for so long as Vendor requires the same for the performance of
the Services, TXUED shall provide to Vendor the use (in accordance with TXUED's
corporate policies) of the space in the TXUED Facilities (as designated by
TXUED) that Vendor may require in connection with the performance of the
Services and not to exceed the space described in Schedule O.1 to the applicable
Services Agreement.
Vendor shall be financially responsible for providing all
other facilities needed by Vendor or Vendor Personnel (including Transitioned
Employees) to provide the Services. Except as otherwise approved by TXUED, TXUED
owned or leased assets provided for the use of Vendor under this Agreement shall
remain located at TXUED Facilities to the extent located at TXUED Facilities
prior to the applicable Services Agreement Effective Date. In addition, all
improvements or modifications to TXUED Facilities requested by Vendor shall be
(i) subject to review and approval in advance by TXUED and (ii) performed by or
through TXUED. Vendor shall reimburse TXUED for the actual direct reasonable
costs and expenses incurred in connection with such modifications or
improvements. EXCEPT AS SET FORTH HEREIN, THE TXUED FACILITIES ARE PROVIDED BY
TXUED TO VENDOR ON AN AS-IS, WHERE-IS BASIS. TXUED EXPRESSLY DISCLAIMS ANY
WARRANTIES, EXPRESS OR IMPLIED, AS TO THE TXUED FACILITIES OR, EXCEPT AS SET
FORTH HEREIN, QUIET ENJOYMENT BY VENDOR.
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