Common use of Systems Security Clause in Contracts

Systems Security. (a) If any Service Provider, or its personnel, will be given access to any Service Recipient’s computer systems or software (“Systems”) in connection with the performance of the Transition Services, Tricadia shall, or shall cause its Affiliates to, use reasonable best efforts to cause any third-party service provider, and their respective personnel, to comply with all of such Service Recipient’s written system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such Service Recipient. (b) Tricadia shall, and shall cause its Affiliates and third-party service providers to, use its reasonable commercial efforts (i) to ensure that only those of its personnel who are specifically authorized to have access to the Systems of a Service Recipient gain such access and use such access only to the extent needed to provide a Transition Service, and (ii) to prevent unauthorized access, use, destruction, alteration or loss of information contained therein. Tricadia shall, and shall cause its personnel, its Affiliates and third-party service providers to, access and use only those Systems, and only such data and information within such Systems to which a Service Recipient has granted it the right to access and use. Tricadia and any other Service Provider will notify TAMCO and/or a Service Recipient immediately upon becoming aware of any violations by any of its personnel of this Section 4.03(b). (c) A Service Recipient shall have the right to deny the personnel of a Service Provider access to its Systems, after prior written notice, in the event the Service Recipient reasonably believes that such personnel pose a security concern. (d) All user identification numbers and passwords of a Service Recipient disclosed to a Service Provider, and any information obtained from the use of the Systems, shall be deemed confidential information of TAMCO subject to Section 5.01. (e) Tricadia will, and will cause its Affiliates to and will use reasonable best efforts to cause any third-party service provider to, cooperate with TAMCO and each other Service Recipient in investigating any apparent unauthorized access of TAMCO’s or such other Service Recipient’s Systems or any apparent unauthorized release by a Service Provider or such Service Provider’s personnel of information of TAMCO or its Affiliates that is deemed to be confidential under Section 5.01. If any Service Provider has revoked access to its own systems to any of its personnel that also have access to a Service Recipient’s Systems and it will immediately revoke the access of such personnel to a Service Recipient’s Systems.

Systems Security. (a) If any Service Provider, or its personnel, will be given access to any Service Recipient’s computer systems or software (“Systems”) in connection with the performance of the Transition Services, Tricadia Service Provider shall, or shall cause its Affiliates to, to and shall use reasonable best efforts to cause any third-party service provider, and their respective personnel, provider to comply with all of such Service Recipient’s written system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such Service Recipient. (b) Tricadia Service Provider shall, and shall cause its Affiliates and third-party service providers to, use its reasonable commercial efforts (i) to ensure that only those of its personnel who are specifically authorized to have access to the Systems of a Service Recipient gain such access and use such access only to the extent needed to provide a Transition Service, and (ii) to prevent unauthorized access, use, destruction, alteration or loss of information contained therein. Tricadia shall, and shall cause its personnel, its Affiliates and third-party service providers to, access and use only those Systems, and only such data and information within such Systems to which a Service Recipient has granted it the right to access and use. Tricadia and any other Service Provider will notify TAMCO and/or a Service Recipient immediately upon becoming aware of any violations by any of its personnel of this Section 4.03(b). (c) A Service Recipient shall have the right to deny the personnel of a Service Provider access to its Systems, after prior written notice, in the event the Service Recipient reasonably believes that such personnel pose a security concern. (d) All user identification numbers and passwords of a Service Recipient disclosed to a Service Provider, and any information obtained from the use of the Systems, shall be deemed confidential information of TAMCO Service Recipient subject to Section 5.01. (e) Tricadia Service Provider will, and will cause its Affiliates to and will use reasonable best efforts to cause any third-party service provider to, cooperate with TAMCO and each other Service Recipient in investigating any apparent unauthorized access of TAMCO’s or such other Service Recipient’s Systems or any apparent unauthorized release by a Service Provider or such Service Provider’s personnel , its Affiliates or their respective third-party service providers of information of TAMCO Service Recipient or its Affiliates that is deemed to be confidential under Section 5.01. If any Service Provider has revoked access to its own systems to any of its personnel that also have access to a Service Recipient’s Systems and then it will immediately revoke the access of such personnel to a Service Recipient’s Systems.

Systems Security. (a) If any the Service ProviderRecipient, or any of its personnel, personnel will be given access to any Service Recipientof Seller’s computer systems or software (“Systems”) in connection with the performance receipt of the Transition Services, Tricadia shall, Service Recipient or shall cause its Affiliates to, use reasonable best efforts to cause any third-party service provider, and their respective personnel, to as the case may be, shall comply with all of such Service RecipientSeller’s written system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such Service RecipientSeller. (b) Tricadia shall, and Service Recipient shall cause its Affiliates and third-party service providers to, use its reasonable commercial efforts (i) to ensure that only those of its personnel who are specifically authorized to have access to the Seller’s Systems of a Service Recipient gain such access and use such access only to the extent needed to provide a Transition Serviceaccess, and (ii) to prevent unauthorized access, use, destruction, alteration or loss of information contained therein. Tricadia shall, including notifying its personnel regarding the restrictions set forth in this Agreement. (c) The Service Recipient and its personnel shall cause its personnel, its Affiliates and third-party service providers to, access and use only those Systems, and only such data and information within such Systems to which a Service Recipient it has been granted it the right to access and use. Tricadia and any other Service Provider will notify TAMCO and/or a Service Recipient immediately upon becoming aware of any violations by any of its personnel of this Section 4.03(b). (c) A Service Recipient Seller shall have the right to deny the Service Recipient’s personnel of a Service Provider access to its Systems, after prior written notice, Seller’s Systems in the event the Service Recipient Seller reasonably believes that such personnel pose a security concern. If, at any time, Seller determines that the Service Recipient or its personnel has sought to circumvent, or has circumvented, Seller’s Security Regulations, that any unauthorized personnel of the Service Recipient has accessed Seller’s Systems or that the Service Recipient or any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, Seller may immediately terminate any such personnel’s access to the Systems and immediately notify the Service Recipient in writing. (d) All user identification numbers and passwords of a disclosed to the Service Recipient disclosed to a Service Provider, and any information obtained from the use of the Seller’s Systems, shall be deemed confidential information of TAMCO subject to Section 5.01Seller Confidential Information. (e) Tricadia will, and The Service Recipient will cause its Affiliates to and will use reasonable best efforts to cause any third-party service provider to, cooperate with TAMCO Seller in investigating any apparent unauthorized access to Seller’s Systems or any apparent unauthorized release by the Service Recipient or its personnel of Seller Confidential Information. The Service Recipient will (i) immediately notify the Seller in writing if the Service Recipient has revoked access to its own Systems to any of its personnel if such personnel also has access to Seller’s Systems and each other (ii) will immediately revoke any access to Seller’s Systems. (f) The Seller will cooperate with Service Recipient in investigating any apparent unauthorized access of TAMCO’s or such other to Service Recipient’s Systems computers or systems (“SR Systems”) or any apparent unauthorized release by a Service Provider the Seller or such Service Provider’s its personnel of Service Recipient Confidential Information or Customer Data to the extent related to the Services. Seller shall not have access to the SR Systems, other than physical access to the equipment. (g) Seller and its Affiliates may take any steps reasonably necessary to protect the security and integrity of their information technology and other systems against breaches of TAMCO the Security Regulations by the Service Recipient or other security threats arising out of the interconnection between such systems and those of the Service Recipient, including termination of any such interconnection, provided that (i) Seller and its Affiliates shall use reasonable efforts not to adversely affect the Services, and to minimize any such adverse effect that could occur, and (ii) if such steps result in any interruption of Services received by the Service Recipient, Seller shall resume the provision of the Services as soon as reasonably practicable after such breach or other threat has been resolved and Seller has received assurances from the Service Recipient in a form reasonably acceptable to Seller that the Service Recipient is and will continue to be in compliance with all applicable Security Regulations. Any adverse impact or interruption to the Services that occurs as a result of Seller or its Affiliates that is exercising their rights under this Section shall not be deemed a breach of this Agreement by Seller or a failure by Seller or its Affiliates to be confidential under Section 5.01. If any Service Provider has revoked access provide the Services. (h) In relation to the Services, Seller shall maintain its own systems security policies and procedures consistent with those in place as of the Closing Date, which such security policies are, in the context of the services to any of its personnel that also have access to a Service Recipient’s Systems and it will immediately revoke the access of such personnel to a Service Recipient’s Systemswhich they apply, reasonable.