Common use of Computer-Based Resources Clause in Contracts

Computer-Based Resources. (a) Prior to the Trigger Date, Mortgage Entities shall continue to have access to the Information Systems of GEMH and its Subsidiaries. On and after the Trigger Date, Mortgage Entities shall not have any right to access all or any part of the Information Systems of GEMH or any of its Subsidiaries, except to the extent necessary for any Mortgage Entity to receive the GEMH Services or implement the Operating Plan (in addition and not in limitation of Section 2.05, subject to Mortgage Services complying with all reasonable security measures implemented by GEMH as deemed necessary by GEMH to protect its Information Systems and the Information Systems of its Subsidiaries, provided, that Mortgage Entities have had a commercially reasonable period of time to comply with such security measures). (b) Prior to the Trigger Date, GEMH and its Subsidiaries shall continue to have access to the Information Systems of the Mortgage Entities. On and after the Trigger Date neither GEMH nor its Subsidiaries shall have any right to access all or any part of the Information Systems of Mortgage Entities, except to the extent necessary for GEMH and its Subsidiaries to perform the GEMH Services (in addition and not in limitation of Section 2.05, subject to GEMH and its Subsidiaries complying with all reasonable security measures implemented by the applicable Mortgage Entity as deemed necessary by Mortgage Entities to protest their respective Information Systems; provided, that GEMH and its Subsidiaries have had a commercially reasonable period of time to comply with such security measures). (c) In addition but not in limitation of Section 12.06, notwithstanding the foregoing, Mortgage Services and GEMH acknowledge and agree that any information received by Mortgage Services, GEMH or any of their respective Subsidiaries through the access by such Party or by any of its Subsidiaries shall not be used by such Party and such Party shall cause its Subsidiaries not to use such information, for purposes other than provisions of GEMH Services hereunder, in case of GEMH and its Subsidiaries, and receipt of the GEMH Services and provision of MS Services, in case of Mortgage Entities.

Computer-Based Resources. (a) Prior to Commencing on the Trigger Closing Date, Mortgage Entities shall continue to have access to and for ninety (90) days thereafter, each party (the Information Systems of GEMH and its Subsidiaries. On and after the Trigger Date, Mortgage Entities shall not have any right to access all or any part of the Information Systems of GEMH or any of its Subsidiaries, except to the extent necessary for any Mortgage Entity to receive the GEMH Services or implement the Operating Plan (in addition and not in limitation of Section 2.05, subject to Mortgage Services complying with all reasonable security measures implemented by GEMH as deemed necessary by GEMH to protect its Information Systems and the Information Systems of its Subsidiaries, provided, that Mortgage Entities have had a commercially reasonable period of time to comply with such security measures). (b“Accessing Party”) Prior to the Trigger Date, GEMH and its Subsidiaries shall continue to have access to the Information Systems of the Mortgage other party (the “Providing Party”), to the extent such access to such Information Systems was available to the Accessing Party immediately prior to the Closing and remains necessary for the Accessing Party to operate its business; provided, that (a) the BarCap Entities may take reasonable measures to restrict access by the LBHI Entities to any systems or data unrelated to the Retained LBHI Business to which the LBHI Entities are not entitled to access, (b) the LBHI Entities may take reasonable measures to restrict access by the BarCap Entities, to any systems or data unrelated to the Business to which the BarCap Entities are not entitled to access, and (c) such continued access shall be subject to the Accessing Party complying with all reasonable security measures implemented by the Providing Party as deemed necessary by such Providing Party to protect its Information Systems. On and Commencing no later than ten Business Days after the Trigger Closing Date, representatives of BarCap and LBHI with authority in the area of Information Systems (the “IT Committee”) shall meet at such reasonable time, place and manner as they may agree, to develop a plan for migrating from the Information System infrastructure as deployed as of the Closing Date, to a final Information Systems infrastructure satisfactory to both BarCap and LBHI (the “IT Migration Plan”). The parties shall use reasonable efforts to enter into an IT Migration Plan no later than one month after the Closing Date and shall include, among other provisions, a time line for completing the migration of Information Services and a final migration deadline after which neither GEMH BarCap nor its Subsidiaries any LBHI Entity shall have any right access to access all or any part of the Information Systems of Mortgage Entitiesthe other party, except to the extent reasonably necessary for GEMH and its Subsidiaries to perform the GEMH receipt of the Services (in addition and not in limitation of Section 2.05, subject to GEMH and its Subsidiaries the accessing party complying with all reasonable security measures implemented by the applicable Mortgage Entity providing party as deemed necessary by Mortgage Entities such providing party to protest their respective protect its Information Systems; provided), that GEMH or as otherwise agreed in a separate agreement. When finalized in writing and its Subsidiaries have had a commercially reasonable period executed by the authorized representatives of time BarCap and the LBHI Entities, the IT Migration Plan shall be deemed to comply with such security measures)be incorporated into this Agreement as an amendment and addition hereto. (c) In addition but not in limitation of Section 12.06, notwithstanding the foregoing, Mortgage Services and GEMH acknowledge and agree that any information received by Mortgage Services, GEMH or any of their respective Subsidiaries through the access by such Party or by any of its Subsidiaries shall not be used by such Party and such Party shall cause its Subsidiaries not to use such information, for purposes other than provisions of GEMH Services hereunder, in case of GEMH and its Subsidiaries, and receipt of the GEMH Services and provision of MS Services, in case of Mortgage Entities.

Computer-Based Resources. Commencing on the Completion, and for ninety (a90) Prior to days thereafter, each party (the Trigger Date, Mortgage Entities shall continue to have access to the Information Systems of GEMH and its Subsidiaries. On and after the Trigger Date, Mortgage Entities shall not have any right to access all or any part of the Information Systems of GEMH or any of its Subsidiaries, except to the extent necessary for any Mortgage Entity to receive the GEMH Services or implement the Operating Plan (in addition and not in limitation of Section 2.05, subject to Mortgage Services complying with all reasonable security measures implemented by GEMH as deemed necessary by GEMH to protect its Information Systems and the Information Systems of its Subsidiaries, provided, that Mortgage Entities have had a commercially reasonable period of time to comply with such security measures). (b“Accessing Party”) Prior to the Trigger Date, GEMH and its Subsidiaries shall continue to have access to the Information Systems of the Mortgage other party (the “Providing Party”), to the extent such access to such Information Systems was available to the Accessing Party (or, in the case of Nomura, was available to the LBHI Entities which are transferring assets to the Purchasers and which employed the Transferred Employees prior to the date of the Nomura Purchase Agreement) immediately prior to the Completion and remains necessary for the Accessing Party to operate its business; provided, that (a) the Nomura Entities may take reasonable measures to restrict access by the LBHI Entities to any systems or data unrelated to the Retained LBHI Business to which the LBHI Entities are not entitled to access, (b) the LBHI Entities may take reasonable measures to restrict access by the Nomura Entities, to any systems or data unrelated to the Nomura-Acquired Business to which the Nomura Entities are not entitled to access, and (c) such continued access shall be subject to the Accessing Party complying with all reasonable security measures implemented by the Providing Party as deemed necessary by such Providing Party to protect its Information Systems. On and Commencing no later than ten (10) Business Days after the Trigger Date Completion, representatives of Nomura and LBHI with authority in the area of Information Systems (the “IT Committee”) shall meet at such reasonable time, place and manner as they may agree, to develop a plan for migrating from the Information System infrastructure as deployed as of the Completion, to a final Information Systems infrastructure satisfactory to both Nomura and LBHI (the “IT Migration Plan”). The parties shall use reasonable efforts to enter into an IT Migration Plan no later than one month after the Completion and shall include, among other provisions, a time line for completing the migration of Information Services and a final migration deadline after which neither GEMH Nomura nor its Subsidiaries any LBHI Entity shall have any right access to access all or any part of the Information Systems of Mortgage Entitiesthe other party, except to the extent reasonably necessary for GEMH and its Subsidiaries to perform the GEMH receipt of the Services (in addition and not in limitation of Section 2.05, subject to GEMH and its Subsidiaries the accessing party complying with all reasonable security measures implemented by the applicable Mortgage Entity providing party as deemed necessary by Mortgage Entities such providing party to protest their respective protect its Information Systems; provided), that GEMH or as otherwise agreed in a separate agreement. When finalized in writing and its Subsidiaries have had a commercially reasonable period executed by the authorized representatives of time Nomura and the LBHI Entities, the IT Migration Plan shall be deemed to comply with such security measures)be incorporated into this Agreement as an amendment and addition hereto. (c) In addition but not in limitation of Section 12.06, notwithstanding the foregoing, Mortgage Services and GEMH acknowledge and agree that any information received by Mortgage Services, GEMH or any of their respective Subsidiaries through the access by such Party or by any of its Subsidiaries shall not be used by such Party and such Party shall cause its Subsidiaries not to use such information, for purposes other than provisions of GEMH Services hereunder, in case of GEMH and its Subsidiaries, and receipt of the GEMH Services and provision of MS Services, in case of Mortgage Entities.