such Third-Party Agreements to HT or the
Successor provider as designated by HT, but BE shall not be obligated to (and
without HT's consent, will not) renegotiate any terms of such agreements.
2.6.
Account Documentation.
(A)
AS PART OF THE TRANSITION ASSISTANCE, BE
HAS PROVIDED, OR WILL PROVIDE, TO HT OR THE SUCCESSOR PROVIDER THE ITEMS
IDENTIFIED IN ATTACHMENT 6 HERETO (THE "ACCOUNT DOCUMENTATION").
(B)
THE ACCOUNT DOCUMENTATION WILL BE PROVIDED
TO HT IN THE STATE THEY PRESENTLY EXIST AND ON AN "AS IS, WHERE IS' BASIS.
BE
MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR OTHERWISE, WITH RESPECT TO
THE ACCOUNT DOCUMENTATION, INCLUDING WITH RESPECT TO THE CONDITION, STATE OF
REPAIR, QUALITY, FITNESS FOR PARTICULAR PURPOSE, OR MERCHANTABILITY OF SUCH
ITEMS.
BE WILL PROVIDE TO HT ALL ACCOUNT DOCUMENTATION IN EXISTENCE AS OF THE
EFFECTIVE DATE AND WILL COOPERATE WITH HT AND THE SUCCESSOR PROVIDER AS PART OF
THE KNOWLEDGE TRANSFER SERVICES TO PROVIDE INFORMATION AND OTHER DOCUMENTATION
IN ITS POSSESSION, IF ANY, TO ASSIST THE SUCCESSOR PROVIDER IN ITS COMPLETION OF
THE ACCOUNT DOCUMENTATION IN ACCORDANCE WITH THE TRANSITION PLAN.
(C)
SET FORTH ON ATTACHMENT 6A ARE THE ITEMS OF
DOCUMENTATION THAT THE PARTIES HAVE AGREED BE WILL COMPLETE DURING THE
TRANSITION.
BE ACKNOWLEDGES THAT NOTHING IN THIS SECTION 2.6 SHALL BE CONSTRUED
TO LIMIT BE'S OBLIGATIONS AS SET FORTH IN SECTION 2.1 OF THIS TRANSITION
AGREEMENT.
2.7.
Transition Plan.
HT agrees that it will and
will require the Successor Provider to:
4
(I)
PERFORM TASKS AND SERVICES ON A TIMELY
BASIS IN ACCORDANCE WITH THE TRANSITION PLAN SET FORTH HERETO AS ATTACHMENT 7
WITH THE GOAL TO REASONABLY COMPLETE THE TRANSITION SERVICES IN EACH OF THE WAVE
TRANSITIONS ON OR BEFORE THE APPLICABLE WAVE TRANSITION DATES SET FORTH THEREIN;
AND
(II)
USE ADEQUATE NUMBERS OF QUALIFIED
INDIVIDUALS WITH SUITABLE TRAINING, EDUCATION, EXPERIENCE AND SKILL TO PERFORM
THE KNOWLEDGE TRANSFER SERVICES AND TO COMPLETE THE TRANSITION.
BE will provide the Transition Services with the same goal as expressed in
clause (i) above.
2.8.
RECORD RETENTION; AUDIT RIGHTS
(A)
AUDIT RIGHTS.
(I)
SUBJECT TO SECTION 2.8(A)(V), BE WILL
PROVIDE HT, AND ANY HT AUDITORS (INCLUDING INTERNAL AUDIT STAFF AND EXTERNAL
AUDITORS), INSPECTORS, REGULATORS OR OTHER REPRESENTATIVES AS HT MAY FROM TIME
TO TIME DESIGNATE IN WRITING (COLLECTIVELY, "AUDITORS"), WITH ACCESS, SUBJECT TO
THE CONDITIONS SPECIFIED IN SECTION 2.8(A)(V) TO ANY OF THE FOLLOWING FOR THE
PURPOSE OF PERFORMING AUDITS ("AUDITS"):
(I) ANY FACILITY OR PART OF A
FACILITY, INCLUDING DATA CENTERS, AT WHICH ANY TRANSITION SERVICES ARE PROVIDED;
(II) SUPPLIER PERSONNEL; OR (III) DATA AND RECORDS RELATING TO THE SERVICES AND
THE TRANSITION SERVICES (WHICH AFTER THE TERM SHALL CONSIST OF DATA AND RECORDS
TO BE RETAINED BY BE PURSUANT TO SECTION 2.8(B) BELOW).
(II)
HT WILL HAVE THE RIGHT TO CONDUCT SUCH
AUDITS DURING THE TERM OF THIS TRANSITION AGREEMENT AND FOR THE PERIOD BE IS
REQUIRED TO MAINTAIN RECORDS PURSUANT TO SECTION 2.8(B) BELOW; PROVIDED,
HOWEVER, THAT HT WILL NOT CONDUCT ANY AUDIT (OTHER THAN AN AUDIT