Security Deficiencies. Any of the Security Documents that represent the Security pledged by Recipient to secure this Contract fails for any reason to create a valid and perfected priority security interest in favor of the IEDA; or
Security Deficiencies. [In the event the Auditor notifies DRM Provider of a vulnerability in the DRM or the procedures and operations of the DRM Provider relative to the DRM that it believes will have a material and adverse effect on the integrity or security of the Ecosystem or Licensed Content, thenDRM Provider shall cooperate with Auditor in connection with the audit and report. Prior to issuance of Auditor’s report to DECE, DRM Provider shall be provided a reasonable opportunity to review and comment on the draft report. After receipt of the draft report, DRM Provider shall have thirty (30) days, or such other period as mutually agreed to in writing by DRM Provider and DECE, to (i)a) work with Auditor to correct any errors in the draft report from the Auditorand remove any unnecessary trade secrets and (iib) to cure any vulnerabilities identified in the report from the Auditor, whereupon Auditor may, at DRM Provider’s expense, re-conduct the audit as to the non-conforming aspects of the original audit.]7 The Auditor shall not provide DECE details about the failure if such non-conformance is cured within the prescribed period of time. If the Auditor determines that the failure has not been cured within such period of time, it mayshall provide notice of such failure to DECE in its report to DECE submitted pursuant to Section 4.3.4.4 together with such information about such vulnerability as reasonably required to permit DECE to understand the nature of such vulnerability and its implications for the Ecosystem and Licensed Content and possible cure. DECE’s sole and exclusive remedy in response to any such failure by DRM Provider to cure any vulnerabilities identified shall be to terminate this Agreement immediately upon written notice to DRM Provider. Prior to exercising such remedy, DECE shall consider in good faith consider the information providedthe views expressed by DRM Provider with respect to such potential vulnerability, including any information that DRM Provider makes available to DECE regarding the potential impact ofdue to such alleged vulnerability and proposed cure, including, without limitation, the potential impact of such alleged vulnerability and/or proposed cure on DRM Provider and its licensees and UsersDRM Licensees.
