51�Թ������ճԹ�

EPM-FCS Software - Additional Terms

1. SOFTWARE DESCRIPTION

(a) EPM-FCS Software. If purchased by Client, 51�Թ������ճԹ� grants to Client license(s) to the following Software (“EPM-FCS Software”), subject to the terms of the Agreement, the applicable documentation and these terms.

EPM-FCS Software

Prologue™ Financials, includes: · Prologue Financials General Ledger · Prologue Financials Accounts Payable · Prologue Financials Fixed Assets · Accruals / Prepaids · Unlimited Centers · Multi-Company – Unlimited Companies · ACH Module · MICR · Data Dictionary (GL/AP/FA) · Vendor Document Scanning · AP Workflow Approvals · Check Reconciliation · Account Restructures · E-mail Manager (either Full Module or Limited: AP only) · Allocations · Procurement with Inventory Manager · Multi-Currency · 2007 Sales/Purchase Tax – (AP & PO only) · Test Environment

Third Party Software MS SQL (1 production copy per Prologue Financials production license)

PrologueTM Investment Portfolio Account (PIPA), includes: · Unlimited Holdings · Unlimited Portfolios · Fixed Term Liability

VantageTM Risk and Budgeting Manager, includes: · Unlimited Cost Centers · Unlimited Companies · Distributed Budgeting · Test Environment · Training Library (1 year of access post-implementation) �� Index Subscription Services, includes: · Prepayment Speeds Index Subscription Service and/or · Interest Rates Index Subscription Service

Third Party Software MS SQL (1 production copy per Vantage production license)

PrologueTM Risk Manager (PRM), includes: · Advanced Liquidity · Advanced Credit · ALCO Strategic Reports · Test Environment �� Data Management System (DMS), includes: · Hedge Module · Advanced Scenario Builder, Unlimited Models, Results, Dynamic Economic Value · Consolidation (Results and Inputs) · Query, Reporting & Analysis / Historical Data Storage · Prepayment Tracking · Multi-Currency �� Index Subscription Services, includes: · Prepayment Speeds Index Subscription Service · Interest Rates Index Subscription Service

Funds Transfer Pricing (FTP), includes: · Unlimited Accounts · Forecasted FTP · Break Funding Package (includes DMS with Historical Data Storage and Prepayment Tracking) · Query, Reporting and Analysis (QRA)

Third Party Software Oracle Standard Edition 2 (SE2), run-time, named-user license version (named user seat licenses) for PRM, DMS and/or FTP (See named user licenses for the corresponding Software)

Management Planning and Control (MPC), includes: · 2 Administrators (L1-L6) or 3 Administrators (L7-L8) · Excel Add-In · Workforce Budgeting · Fixed Asset Planning · Approval Process · Production Reporting · Data Drill-Thru Capabilities · DMS-Query, Reporting and Analysis (QRA) · Break Funding Package (DMS with Historical Data Storage and Prepayment Tracking) · Test Environment Named User License for MPC/Infor and Oracle Test (10 Named Users) · Infor PM BPA Administrator and Developer License · Infor PM Budgeting/Planning License · Infor PM Financial Reporting for Crystal License · Net Income Margin (NIM) Capability License · Infor PM Additional Administrator License �� Data Management System (DMS), includes: · Hedge Module · Advanced Scenario Builder, Unlimited Models, Results, Dynamic Economic Value · Consolidation (Results and Inputs) · Query, Reporting & Analysis / Historical Data Storage · Prepayment Tracking · Multi-Currency

Third Party Software Oracle Standard Edition 2 (SE2), server license (supporting a maximum of 2 sockets), unlimited named users – for use with MPC production environment ��

PrologueTM Credit Loss Manager, (PCLM) includes: · PCLM BI Visualization Tool · Data Management System (DMS) · Query, Reporting & Analysis / Historical Data Storage · Prepay Tracking

PrologueTM Visual Intelligence (PVI) includes: · PVI Platform · EPM Data Models · Standard Applications & Worksheets

Third Party Software QlikSense Five (5) Full Access User Seats for PVI* *Additional blocks of 5 users (full, view only or mixed-use) available at an additional cost

Frontier™ Reconciliation base package may include the following modules: · FrontierTM Reconciliation · FrontierTM Reconciliation: Transfer Manager · FrontierTM Reconciliation: Account Certification

Frontier™ Reconciliation base Software may include the following modules: · Frontier Reconciliation: Account Certification · Frontier Reconciliation: Transfer Manager · Frontier Reconciliation: Performance Manager · Archive · Workflow Manager

AccurateTM Reconciliation

��

(b) Subscription Services. If purchased by Client, 51�Թ������ճԹ� will provide Client with access to the specified index information subscriptions and/or access services subscriptions (“Subscription Services”). Such Subscription Services may be used solely in connection with the Software identified (“Associated Software”), subject to the levels and other such limitations applicable to that Associated Software as well as terms of the applicable Subscription Services below. For clarity, these Subscription Services are provided on a term basis for the applicable maintenance services term of the Associated Software for the annual fees specified in the applicable fee exhibit or Agreement (plus any annual increases and subject to any applicable use limitations in the Agreement).

(c) Excess Use. If at any given point, during the term identified in the Agreement, Client exceeds the applicable asset size limit, Client shall immediately notify 51�Թ������ճԹ� in writing providing the new asset size. Upon receipt of notice, the asset size limit shall be automatically adjusted, and 51�Թ������ճԹ� shall begin invoicing for additional license fees and maintenance fees based on 51�Թ������ճԹ�’s then-current pricing (“Additional Fees”) for the adjusted asset size limit based on the date the limit was exceeded. For clarity, a decrease in asset size limit shall not affect the asset sze limit tier once that asset size limit is reset. The asset size limit applies collectively for the base and all solution components, and not on a component-by-component basis (unless otherwise indicated). These Additional Fees are in addition to the fees identified in the Agreement and are subject to any annual increases as authorized under the Agreement.

(d) Additional Frontier Reconciliation Limits. Client’s license to the Frontier Software and any associated modules is limited to a single production copy of the base platform and each associated module in one production environment on a single database structure with up to one application server, one database server, and one web server. Use of Software in a “hot” disaster recovery environment is considered productive use, and any additional production copies of Frontier Software (including without limitation use in a “hot” disaster recovery environment) requires Client to purchase an additional production copy license. Users of Frontier Software must be Client employees, and such users may operate the Frontier Software to process data for Client’s and/or Client Affiliates’ internal business purposes in their ordinary course of business. Use of or access to Frontier Software by any non-Client employee, including without limitation by employees of a Client Affiliate, requires 51�Թ������ճԹ�’s express consent in a signed writing.

(e) Computer System: As set forth in the applicable documentation.

2. Prologue Financials e-Learning Library Services. If purchased by Client, 51�Թ������ճԹ� shall provide Client’s and Client’s Affiliates’ authorized employees access to 51�Թ������ճԹ�’s Web-based catalog of self-paced training modules (“E-learning Library”). Access to and use of the E-learning Library courseware (“E-learning Library Courseware”) is subject to the terms and conditions of the Agreement, and Client shall ensure each such authorized employee credentialed to access and use the E-learning Library Courseware (each an “End User”) complies with all such terms and conditions. Client shall at all times remain fully responsible and liable for any breach or other such act or omission by an End User relating to the E-learning Library Courseware content (or the Agreement). For clarity, the E-learning Library Courseware content is not part of the Software, third party Software, maintenance services or professional services provided under the Agreement and is for use solely in connection with the Software licensed thereunder and only for Client’s internal business purposes.

(a) Information and Materials. All information and materials contained in the E-learning Library are 51�Թ������ճԹ�’s Confidential Information and protected under privacy, data protection, confidentiality, copyright, patent, trademark and other laws. Client shall not permit access by any non-Client employee to the E-learning Library without 51�Թ������ճԹ�’s prior written consent.

(b) Client Responsibility. Client is solely responsible for any End User prerequisites or skill level needed to participate in the E-learning Library. 51�Թ������ճԹ� does not provide written assessment of an End User’s performance on an E-learning Library module and assumes no responsibility for any End User performance after participation. Client shall not permit any End User to use, copy, download, modify, create derivative works or distribute the E-learning Library Courseware content except as provided herein, or reverse assemble, reverse compile, or otherwise translate the E-learning Library Courseware.

(c) Communication Lines, Terminals, Equipment, Software. Client is solely responsible to obtain and provide at its own expense web browser software, other compatible Client software and necessary communications equipment and other hardware and equipment (the “Computer System”) required to access the E-learning Library as stated by 51�Թ������ճԹ� in writing in advance. 51�Թ������ճԹ� shall not be responsible for the provision of any maintenance or repairs to the Computer System or of any parts or replacements for the Computer System and Client shall install and manage Client equipment, software and telecommunications services outside of the 51�Թ������ճԹ� systems. Client shall not transmit any viruses, worms, Trojan horses or other harmful content into the 51�Թ������ճԹ� systems. Client understands and acknowledges that the E-learning Library will not be available during periods of maintenance or emergencies and any other downtime caused by reasons beyond 51�Թ������ճԹ�’s control, including but not limited to, data communications, or third party solutions and 51�Թ������ճԹ� shall not be held responsible for any such downtime.

(d) Cancellation and Termination. 51�Թ������ճԹ� reserves the right to add, modify or withdraw E-learning modules at any time without notice. 51�Թ������ճԹ� shall have the right to terminate the E-learning Library Courseware at any time. 51�Թ������ճԹ�’s sole liability for such termination shall be a prorated refund of pre-paid fees for the E-learning Library Courseware.

(e) No Warranty. 51�Թ������ճԹ� does not warrant uninterrupted or error free operation of the E-learning Library Courseware or that 51�Թ������ճԹ� shall correct any defects. The E-learning Library Courseware is provided on an “as is” basis.

3. MAINTENANCE SERVICES

(a) Maintenance services for any test database licenses (if purchased by Client) are limited to providing patches and fixes that are being provided as part of the applicable maintenance services for the production copies of the Software licensed above.

(b) Support for a MPC test environments of Software is limited to providing patches and fixes that are being provided as part of applicable maintenance services for the production copies of such Software.

4. ADDITIONAL TERMS

(a) Migrating Software Terms. If Client previously licensed a version of the Software (“Existing Programs”), and is licensing the necessary additional program functionalities, enhancements and other improvements necessary to upgrade and convert the Existing Programs to the Software identified above, then Client’s license for the Existing Program will be converted to a license for the Software at the applicable level and parameters. The applicable maintenance fees identified in the Agreement for the Software are in addition to the maintenance fees currently paid by Client for the Existing Programs, which fees will continue to remain in effect.

(b) MPC Additional Terms. Client understands and agrees that the MPC Software programs (“MPC Software”) contain certain programs (“MPC Third Party Components”) provided by 51�Թ������ճԹ�’s third-party provider (“Component Provider”). Such MPC Third Party Components, and the use of the MPC Software accordingly, is subject to the additional license terms set forth below. If 51�Թ������ճԹ�’s agreement with the Component Provider terminates, 51�Թ������ճԹ� may terminate the affected license or the applicable portions thereof regarding the MPC Software; provided, however, that 51�Թ������ճԹ� will notify Client of any such termination as soon as commercially practicable, and 51�Թ������ճԹ� will attempt to offer Client a reasonable alternative solution, on mutually agreed upon terms, if commercially practicable. In addition to the foregoing, if any test environment licenses are granted for the MPC Software, such licenses are limited to the right to license one additional non-production test copy of the MPC Software for internal testing by the authorized number of users for that test deployment. Notwithstanding anything to the contrary in the Agreement, if test environment licenses are not granted for the MPC Software, non-production copies of the MPC Software are not authorized other than one “cold” disaster recovery copy which may be used in the event of (and only during) a bona fide disaster occurrence at Client’s relevant facilities. Furthermore, test database licenses are not available for the MPC Software, and any such designations will be deemed test environment licenses in accordance with this paragraph. Maintenance services for these test environment licenses are limited to providing patches and fixes that are being provided as part of the applicable maintenance services for the production copies of the MPC Software licensed, so long as the applicable maintenance fees for both the production and test copies have been paid. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, THE TEST ENVIRONMENT LICENSES ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS, AND FISERV MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THESE TEST ENVIRONMENT LICENSES. FURTHERMORE, THE TEST ENVIRONMENT LICENSES ARE NOT ELIGIBLE FOR MAINTENANCE SERVICES.

(c) No New Warranty Periods. Notwithstanding anything to the contrary in the Agreement, nothing in the Agreement or these terms shall extend or reset any warranty periods for any such Software or third party software previously licensed by Client under the Agreement or any other pre-existing agreement between 51�Թ������ճԹ� and Client.

(d) Cardholder Data. Client shall not store, use, or transmit personally identifiable information or protected cardholder data to 51�Թ������ճԹ� in connection with the services or EPM-FCS Software, unless specifically requested by 51�Թ������ճԹ� in writing.

(e) Client Configurations. Deliverables provided and outputs therefrom are based on Client-provided data, specifications, and configurations, each of which may affect the results therefrom. Deliverables are not intended to provide financial, tax, information security, or legal advice, or otherwise replace any due diligence or other actions Client would take in operating its business, engaging with customers, or operating with other entities. Client is solely responsible for determining whether or not it takes any action based on any suggestions or configurations provided by 51�Թ������ճԹ�.

(f) User Training. Client is responsible for training each user. Client shall ensure users understand and abide by all applicable terms and conditions set forth in these terms and the Agreement, and Client remains responsible for all use of the EPM-FCS Software.

(g) Third Party Terms. Client understands and agrees that the Deliverables may rely on certain third party code or other such programs that 51�Թ������ճԹ� uses to provide the Deliverables (“Third Party Components”) provided by 51�Թ������ճԹ�’s applicable third party licensors and other providers (“Third Party Providers”). Use of Third Party Components may be subject to additional terms and conditions required by Third Party Providers that cannot be modified by Client. If 51�Թ������ճԹ�’s agreement with a Third Party Provider terminates, 51�Թ������ճԹ� may terminate the affected license or the applicable portions thereof which rely on the applicable Third Party Component(s) upon written notice to Client; provided, however, that 51�Թ������ճԹ� shall notify Client of any such termination as soon as commercially practicable, and 51�Թ������ճԹ� shall attempt to offer Client a reasonable alternative solution, on mutually agreed upon terms, if commercially practicable.

(h) SAP. SAP, Business Objects and/or Crystal Reports Third Party Components provided or accessed in connection with EPM-FCS Software, if any, are subject to certain Third Party Provider terms set forth in the SAP Software Use Rights and EULA, available at www.sap.com, which are incorporated herein by reference. 51�Թ������ճԹ� reserves the right to increase the fees for such components upon a required increase by SAP, provided such increases shall be limited to the amount of the increase passed through to 51�Թ������ճԹ�, and 51�Թ������ճԹ� shall use commercially reasonable efforts to limit any such increases within 51�Թ������ճԹ�’s contractual rights under the applicable 51�Թ������ճԹ�-SAP agreement.

5. INDEX SUBSCRIPTION TERMS. In connection with the designated Software and/or ASP service solution (“Associated Solution”) licensed or otherwise provided, 51�Թ������ճԹ� may also provide Client with the subscription-based index information set forth in the applicable fee exhibit or Agreement (“Index Subscriptions”) for Client’s authorized employees that have been given the authority to access such Index Subscriptions (“Users”) for the fees specified in the applicable fee exhibit or Agreement (“Index Fees”). Access to and use of the Index Subscriptions is subject to these terms and the Agreement, and Client will ensure its Users comply with all such terms. Client shall at all times remain fully responsible and liable for any breach or other such act or omission of its Users relating to the Index Subscriptions (or the Agreement).��

(a) 51�Թ������ճԹ� grants to Client a limited, non-transferable, non-exclusive right to access the Index Subscriptions for the specified term solely in connection with its use of the Associated Solution. For clarity, the Index Subscriptions are provided as subscription services under the Agreement and are not part of any software or other such products which may be licensed or provided under the Agreement. However, use of the Index Subscriptions is limited by all use and other such restrictions applicable to the Associated Solution. 51�Թ������ճԹ� will either (at its election) provide the identified index(-es) directly to Client via a 51�Թ������ճԹ�-defined delivery site or method or provide Client with access to the identified index(-es) through a web-based forecasted rate subscription program(s). Furthermore, all Index Subscriptions will automatically terminate if the license, access rights and/or applicable maintenance services for the Associated Solution terminates.

(b) The Index Subscriptions may include or otherwise rely upon certain Third Party Components provided by 51�Թ������ճԹ�’s applicable third party providers (“Providers”). The following terms shall apply for such Third Party Components. Such terms cannot be modified by Client. If 51�Թ������ճԹ�’s agreement with the applicable Provider terminates, 51�Թ������ճԹ� may terminate the Index Subscriptions or the applicable portions thereof which rely on the applicable Third Party Component(s); provided, however, that 51�Թ������ճԹ� will notify Client of any such termination as soon as commercially practicable, and 51�Թ������ճԹ� will attempt to offer Client a reasonable alternative solution, on mutually agreed upon terms, if commercially practicable.

(i) Client understands that Provider may change the structure, format, or content of the Third Party Components(s), which may cause an interruption of the Index Subscriptions. 51�Թ������ճԹ� reserves the right to adjust the fees for the Index Subscriptions accordingly at any time during the term of the Index Subscription upon written notice to Client if the applicable Provider increases its fees for its Third Party Components.

(ii) Client shall only access and use the Index Subscriptions, including data elements (“Data”, and all other information contained therein (collectively hereinafter referred to as “Index Information”) solely for its own internal business purposes (and for no other purpose) and only with the Associated Solution. In no event shall Client or a user have any proprietary or ownership right to or in the Index Information or any portion of the Index Information or any portion of the Data contained therein. Client shall not and shall not permit any user to store or compile the Index Information or any Data contained therein or any material subset thereof for any reason including without limitation to create a historical database or attempt to circumvent the limited nature of the access right granted hereunder to Client. THE INDEX SUBSCRIPTIONS, THIRD PARTY COMPONENTS AND ALL INFORMATION FURNISHED BY FISERV IN CONNECTION THEREOF ARE PROPRIETARY TO FISERV AND/OR THE APPLICABLE PROVIDER(S) AND ARE SO FURNISHED AT CLIENT’S REQUEST AND FOR CLIENT’S EXCLUSIVE USE IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT AND THESE TERMS. NO INDEX INFORMATION OR OTHER INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, DISTRIBUTED, SOLD, LEASED, RENTED, SUBLICENSED, ALTERED, MODIFIED, ADAPTED, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY CLIENT OR ANY OTHER PERSON OR ENTITY, WITHOUT FISERV’S PRIOR WRITTEN CONSENT, EXCEPT THAT, IF CLIENT IS LICENSING THE ASSOCIATED SOLUTION ON AN “IN-HOUSE” SOFTWARE MODEL, CLIENT MAY, AS IS NECESSARY TO TRANSFER THE INFORMATION TO CLIENT'S COMPUTER(S) UPON WHICH RESIDES THE PRODUCTION COPY OF THE AUTHORIZED ASSOCIATED SOLUTION WITH WHICH THE INDEX SUBSCRIPTIONS MAY BE USED IN CONNECTION WITH, MAKE REASONABLE COPIES ONTO SUCH COMPUTERS (BUT NO ASSOCIATED NETWORKS).

(iii) The user may only be permitted to download Index Information to the User’s specific computer or terminal on an ad hoc transactional basis solely for individual use through the Index Subscriptions. Client shall not and shall not permit its users or any third party to disseminate or redistribute all or any portion of the Index Subscriptions, any Index Information or any portion of the Data contained therein. Furthermore, Client, on behalf of itself, and each user or other person or entity that it permits to use any Index Information, agrees that (i) the credit ratings and other opinions contained in such Index Information are, and will be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, hold or sell any securities, (ii) each rating or other opinion will be weighted solely as one factor in any investment decision made by or on behalf of Client or any user, and (iii) Client and any user will accordingly make its own study and evaluation of each security, and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling. For any Index Subscriptions provided on a password protected access basis, Client shall only permit a unique, non-concurrent individual User to have a password protected access to the Index Subscriptions or the Index Information (“Password-Authorized User”). A Password-Authorized User may not be substituted for another Password-Authorized User during the initial term period or any renewal term of the Index Subscriptions unless the original Password-Authorized User is no longer an employee or agent of Client. Such a substitution may then be made upon written request and confirmation of the foregoing to 51�Թ������ճԹ�.

(iv) All Index Information furnished is obtained by 51�Թ������ճԹ� from sources believed by it to be accurate and reliable. Because of the possibility of human and mechanical error as well as other factors, however, all information is provided “AS IS” without warranty of any kind, and FISERV (AND PROVIDERS), MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO CLIENT OR ANY OTHER PERSON OR ENTITY AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH INFORMATION OR THAT THE INDEX INFORMATION IS ERROR FREE. FISERV AND ITS PROVIDER(S) SHALL HAVE NO LIABILITY FOR ANY LOSSES, DAMAGES OR OTHER INJURY IN WHOLE OR IN PART ARISING OUT OF OR RELATING TO THE INDEX INFORMATION OR CLIENT’S USE OR RELIANCE ON THE INDEX INFORMATION.

(v) Each applicable Provider shall be considered an express third party beneficiary under the Agreement for purposes of these terms.

(vi) Client shall indemnify and hold harmless 51�Թ������ճԹ�, its Providers and their respective Affiliates (and each such entity’s officers, directors, and employees) against any and all claims or actions arising out of the use by Client or user of the Third Party Components or any Index Information contained therein in a manner other than that provided in these terms and the Agreement.

6. ORACLE SOFTWARE TERMS. For purposes of any Third Party Components provided by Oracle USA, Inc. or such other applicable third party provider on behalf of Oracle or its Affiliates (or any of their successors) (“Provider”) and licensed hereunder, the following terms and conditions shall apply for such Third Party Components.

(a) The Third Party Components (including any and all source code sent in connection therewith) are subject to a restricted license. Client may only use the Third Party Components in unmodified form as part of and in connection with the corresponding Software program(s), as designated in the applicable fee exhibit or in the Agreement. Client will use the Third Party Components solely for Client’s internal business operations, subject to the terms of the Agreement. Notwithstanding the foregoing, Client may allow its agents, contractors or outsourcers to use the Third Party Components on Client’s behalf for the purposes set forth in the Agreement, provided that Client shall at all times remain responsible for such agent’s, contractor’s and outsourcer’s compliance with these terms and the terms of the Agreement. Any third party technology that may be appropriate or necessary for use with some Third Party Components may be specified in the documentation or otherwise provided to Client by 51�Թ������ճԹ�. Such technology is licensed to Client only for use with the Software licensed hereunder and is subject to the terms of the Agreement as well as any applicable third party license agreement(s) specified in the documentation or otherwise provided to Client by 51�Թ������ճԹ� or a Provider.�� Client may not: (a) modify the Third Party Components; (b) use the Third Party Components for rental, timesharing, subscription service, hosting, or outsourcing; (c) remove or modify any markings or notices of a Provider’s or its licensors’ proprietary rights; (d) reverse engineer (unless required by law for interoperability), translate, disassemble or decompile any Third Party Components or otherwise, the source code from the object code of any Third Party Components (including without limitation the review of data structures or similar materials produced by the Third Party Components); (e) duplicate or otherwise copy the Third Party Components except for a sufficient number of copies to allow for the Client’s licensed use under the Agreement and one copy of any physical media containing the Third Party Components for disaster recovery purposes; (f) publish or otherwise share any results of any benchmark tests run on the Third Party Components; (g) make the programs available in any manner to any third party for use in the third party’s business operations; (h) create derivative works from any Third Party Components, provided that ownership of any unauthorized derivative works shall vest in the applicable Provider; or (i) use any trademarks, service marks or other marks or logos of any Provider without 51�Թ������ճԹ�’s and such Provider’s express prior written authorization. Notwithstanding any limitations set forth in the Agreement, Client will defend, indemnify and hold harmless 51�Թ������ճԹ� and its Affiliates (and their respective employees, officers and directors) against any claims, indemnification requests or such actions brought by or on behalf of a Provider resulting from Client’s breach of any of the foregoing.

(b) Without limiting or modifying 51�Թ������ճԹ�’s ownership rights set forth in the Agreement, the Providers (and their licensors) retain all ownership and intellectual property rights to the Third Party Components and any other materials or developments provided by the Provider hereunder. Nothing in the Agreement passes title in the Third Party Components to Client or any other party.

(c) Client agrees to install the Third Party Components only on the hardware specified in the Agreement or as otherwise approved by 51�Թ������ճԹ� in writing. Client acknowledges and agrees that certain Third Party Components are only appropriate for use or interoperation with certain equipment designated as “approved” by 51�Թ������ճԹ�’s applicable Provider. Notwithstanding anything to the contrary in the Agreement, Client shall not transfer the Software licensed hereunder from the original location, except for a temporary transfer in the event of a computer malfunction or other such disaster.

(d) Notwithstanding anything to the contrary in the Agreement, Client shall not assign, give, or transfer the Third Party Components or any interest therein to any other individual or entity without the prior written consent of 51�Թ������ճԹ� and the Providers. If Client grants a security interest in the Third Party Components (and/or any services relating thereto), the secured party has no right to use or transfer the Third Party Components or such services.

(e) Client agrees to treat all Third Party Components in accordance with all confidentiality obligations set forth in the Agreement and, at least: (a) take all reasonable steps and the same protective precautions to protect the Third Party Components from disclosure to third parties as Client would with its own proprietary and confidential information; and (b) refrain from disclosing any Third Party Component or proprietary information contained therein, except to its bona fide individuals whose access is necessary to enable such party to exercise its rights hereunder. Client agrees that, prior to disclosing any Third Party Components or proprietary information relating thereto to any third party, Client will obtain from that third party a written acknowledgment that such third party will be bound by the same terms as specified in this Section and the Agreement, as applicable, with respect to the Third Party Components and such information. Notwithstanding anything to the contrary in the Agreement, except as it relates to “non-public personal information” of Client’s customers (as defined in Title V of GLB), the Provider’s obligation to maintain confidentiality of any Client information will not exceed 5 years from the date of disclosure.

(f) Client shall discontinue all use of the Third Party Components upon termination of the Agreement and shall destroy or return to 51�Թ������ճԹ� all copies of the Third Party Components and documentation relating thereto.

(g) 51�Թ������ճԹ� (on behalf of the Provider) shall have the right to audit Client’s use of the relevant Third Party Components, at 51�Թ������ճԹ�’s expense, or to assign such audit right to the relevant Provider(s). Client agrees to provide reasonable assistance and access to information to 51�Թ������ճԹ� or the Provider(s), as applicable, in the course of such audit. Client agrees that 51�Թ������ճԹ� may share the results of such audit and a copy of the Agreement (and any relevant documents relating thereto) with the Providers.

(h) EACH PROVIDER AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED. NEITHER PROVIDER NOR ANY OF ITS THIRD PARTY SUPPLIERS SHALL HAVE ANY LIABILITY (INCLUDING A DISCLAIMER OF ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, REVENUE, DATA OR DATA USE) TO CLIENT, ITS AUTHORIZED END USERS OR ANY THIRD PARTY AS A RESULT OF ANY SUCH PARTY, PERSON OR ENTITY’S USE OF THE THIRD PARTY COMPONENTS OR ANY SERVICES RELATED THERETO.

(i) 51�Թ������ճԹ� may terminate any maintenance and support provided for the Third Party Components upon written notice if Client fails to maintain and timely pay for such support. Client may have to pay reinstatement and/or other maintenance related fees if Client requests reinstatement after any cancellation or termination of maintenance or support for any Third Party Components.

(j) In the event of a transfer of the Third Party Components to a separate location and/or use in the event of a disaster, all such use (and the timing of such transfer) will be subject to the terms of Oracle’s then-current Software Investment Guide, a copy of which 51�Թ������ճԹ� will make available to Client upon request.

(k) Notwithstanding anything to the contrary in the Agreement, Client acknowledges that the Third Party Components may contain open source software.

(l) Notwithstanding anything to the contrary in the Agreement, the Uniform Computer Information Transactions Act shall not apply to the Third Party Components licensed hereunder.

(m) For purposes of the Third Party Components, the Providers are express third party beneficiaries of these terms and the Agreement.

��