Common use of Disaster Recovery Plan Clause in Contracts

Disaster Recovery Plan. The Subservicer shall maintain its current business continuity plan ("BCP") that addresses the continuation of services if an incident (act or omission) impairs or disrupts the Subservicer’s obligation to provide the services contemplated under this Agreement. The Subservicer agrees to provide the Owner/Servicer (and any applicable regulatory agencies having jurisdiction over the Owner/Servicer) with a copy of its entire BCP upon the Owner/Servicer’s request. The Subservicer warrants that the BCP conforms to Applicable Requirements and generally accepted industry standards for business continuity planning (collectively, the "BCP Standards"), which include, but are not limited to, recovery strategy, loss of critical personnel, restoring access to documents and data to the Owner/Servicer, documented recovery plans covering all areas of operations pursuant to this Agreement, vital records protection, and testing plans. The Subservicer will maintain and test the BCP at regular intervals (no less frequently than annually) to ensure that the BCP complies with BCP Standards and shall provide reporting of the test results to the Owner/Servicer upon request. The Subservicer will comply with the BCP during the term of this Agreement. The Subservicer shall notify the Owner/Servicer of any material modifications to the BCP. The Subservicer shall provide disaster recovery and backup capabilities and facilities through which it will be able to perform its obligations under this Agreement with minimal disruptions or delays. The recovery strategy shall, at a minimum, provide for recovery after short and long term disruptions in facilities, environmental support, workforce availability and data processing equipment. If requested by the Owner/Servicer, the Subservicer must provide evidence of its capability to meet any applicable regulatory requirement concerning business continuity applicable to the Owner/Servicer or the Subservicer. In the event that the Owner/Servicer’s internal requirements concerning business continuity diverge from those of the Subservicer, the parties shall agree on a plan of enhancement with the reasonable, actual and documented out-of-pocket or internally allocated, as applicable, costs of the enhancement to the BCP to be paid by the Owner/Servicer. The Subservicer shall notify the Owner/Servicer immediately of the occurrence of any catastrophic event that affects or could affect the Subservicer’s performance of the services contemplated under this Agreement. The BCP shall include appropriate provisions to ensure the continued availability of critical third-party services and to ensure an orderly transition to new service providers should that become necessary. The Subservicer shall require that any of its Vendors, Off-shore Vendors and Default Firms providing critical services with respect to this Agreement provide copies of their own business continuity plans to the Subservicer and the Subservicer shall make such plans available to the Owner/Servicer upon request.

Disaster Recovery Plan. The Subservicer shall maintain its current business continuity plan ("“BCP"”) that addresses the continuation of services if an incident (act or omission) impairs or disrupts the Subservicer’s obligation to provide the services contemplated under this Agreement, as may be modified from time to time. The Subservicer agrees to provide the Owner/Servicer (and any applicable regulatory agencies having jurisdiction over the Owner/Servicer) with a copy of its entire BCP upon promptly following the Owner/Servicer’s request. The Subservicer warrants that the BCP conforms to Applicable Requirements and generally accepted industry standards for business continuity planning (collectively, the "“BCP Standards"”), which include, but are not limited to, recovery strategy, loss of critical personnel, restoring access to documents and data to the Owner/Servicer, documented recovery plans covering all areas of operations pursuant to this Agreement, vital records protection, and testing plans. The Subservicer will maintain and test the BCP at regular intervals (no less frequently than annually) to ensure that the BCP complies with BCP Standards and shall provide reporting of the test results to the Owner/Servicer upon request. The Subservicer will comply with the BCP during the term of this Agreement. The Subservicer shall notify the Owner/Servicer promptly of any material modifications to the BCP. The Subservicer shall provide disaster recovery and backup capabilities and facilities through which it will be able to perform its obligations under this Agreement with minimal disruptions or delays. The recovery strategy shall, at a minimum, provide for recovery after short and long term disruptions in facilities, environmental support, workforce availability and data processing equipment. If requested by the Owner/Servicer, the Subservicer must provide evidence of its capability to meet any applicable regulatory requirement concerning business continuity applicable to the Owner/Servicer or the Subservicer. In the event that the Owner/Servicer’s internal requirements concerning business continuity diverge from those of the Subservicer, the parties shall agree on a plan of enhancement with the reasonable, actual and documented out-of-pocket or internally allocated, as applicable, costs of the enhancement to the BCP to be paid by the Owner/Servicer. The Subservicer shall notify the Owner/Servicer immediately (and in any event, within twelve (12) hours) of the occurrence of any catastrophic event that affects or could affect the Subservicer’s performance of the services contemplated under this Agreement. The BCP shall include appropriate provisions to ensure the continued availability of critical third-party services and to ensure an orderly transition to new service providers should that become necessary. The Subservicer shall comply with the Vendor Oversight Guidance with respect to business continuity plans of Vendors. Subject to Sections 10.17 and 2.4, the Subservicer shall require that any of its Vendors, Off-shore Vendors and Default Firms providing critical services with respect to this Agreement provide copies of their own business continuity plans to the Subservicer and the Subservicer shall make such plans available to the Owner/Servicer upon request.extent set forth in Exhibit Q.

Disaster Recovery Plan. The Subservicer shall maintain its current business continuity plan ("“BCP"”) that addresses the continuation of services if an incident (act or omission) impairs or disrupts the Subservicer’s obligation to provide the services contemplated under this Agreement, as may be modified from time to time. The Subservicer agrees to provide the Owner/Servicer (and any applicable regulatory agencies having jurisdiction over the Owner/Servicer) with a copy of its entire BCP upon promptly following the Owner/Servicer’s request. The Subservicer warrants that the BCP conforms to Applicable Requirements and generally accepted industry standards for business continuity planning (collectively, the "“BCP Standards"”), which include, but are not limited to, recovery strategy, loss of critical personnel, restoring access to documents and data to the Owner/Servicer, documented recovery plans covering all areas of operations pursuant to this Agreement, vital records protection, and testing plans. The Subservicer will maintain and test the BCP at regular intervals (no less frequently than annually) to ensure that the BCP complies with BCP Standards and shall provide reporting of the test results to the Owner/Servicer upon request. The Subservicer will comply with the BCP during the term of this Agreement. The Subservicer shall notify the Owner/Servicer promptly of any material modifications to the BCP. To the extent that Subservicer provides such BCP reporting of test results or notices of material modifications to such BCP to any NRZ O/S Entity under any NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement, such BCP reporting of test results or notices of material modifications to such BCP shall be deemed to have been delivered hereunder. The Subservicer shall provide disaster recovery and backup capabilities and facilities through which it will be able to perform its obligations under this Agreement with minimal disruptions or delays. The recovery strategy shall, at a minimum, provide for recovery after short and long term disruptions in facilities, environmental support, workforce availability and data processing equipment. If requested by the Owner/Servicer, the Subservicer must provide evidence of its capability to meet any applicable regulatory requirement concerning business continuity applicable to the Owner/Servicer or the Subservicer. In the event , it being understood that the Owner/Servicer’s internal requirements concerning business continuity diverge from those of the Subservicer, the parties shall agree on a plan of enhancement with the reasonable, actual and documented out-of-pocket or internally allocated, as applicable, costs of the enhancement to the BCP extent Subservicer has provided such evidence to any NRZ O/S Entity under any NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement, such evidence shall be paid by the Owner/Servicerdeemed to have been provided hereunder. The Subservicer shall notify the Owner/Servicer immediately (and in any event, within twelve (12) hours) of the occurrence of any catastrophic event that affects or could affect the Subservicer’s performance of the services contemplated under this Agreement. The BCP shall include appropriate provisions to ensure the continued availability of critical third-party services and to ensure an orderly transition to new service providers should that become necessary. The Subservicer shall comply with the Vendor Oversight Guidance with respect to business continuity plans of Vendors. Subject to Sections 10.17 and 2.4, the Subservicer shall require that any of its Vendors, Off-shore Vendors and Default Firms providing critical services with respect to this Agreement provide copies of their own business continuity plans to the Subservicer and the Subservicer shall make such plans available to the Ownerextent set forth in Exhibit Q, it being understood that to the extent Subservicer has provided such plans to any NRZ O/Servicer upon requestS Entity under any NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement, such plans shall be deemed to have been provided hereunder.

Disaster Recovery Plan. The Subservicer Seller shall maintain its current business continuity plan ("“BCP"”) that addresses the continuation of services if an incident (act or omission) impairs or disrupts the SubservicerSeller’s obligation to provide the services contemplated under this AgreementAddendum, as may be modified from time to time. The Subservicer Seller agrees to provide the Owner/Servicer Holdings (and any applicable regulatory agencies having jurisdiction over the Owner/ServicerPurchasers) with a copy of its entire BCP upon the Owner/Servicerpromptly following Holding’s request. The Subservicer Seller warrants that the BCP conforms to Applicable Requirements and generally accepted industry standards for business continuity planning (collectively, the "“BCP Standards"”), which include, but are not limited to, recovery strategy, loss of critical personnel, restoring access to documents and data to the Owner/ServicerPurchaser, documented recovery plans covering all areas of operations pursuant to this AgreementAddendum, vital records protection, and testing plans. The Subservicer Seller will maintain and test the BCP at regular intervals (no less frequently than annually) to ensure that the BCP complies with BCP Standards and shall provide reporting of the test results to the Owner/Servicer Holdings upon request. The Subservicer Seller will comply with the BCP during the term of this AgreementAddendum. The Subservicer Seller shall notify the Owner/Servicer Holdings promptly of any material modifications to the BCP. To the extent that Seller provides such BCP reporting of test results or notices of material modifications to such BCP to any NRZ O/S Entity under any NRZ Subservicing Agreement, such BCP reporting of test results or notices of material modifications to such BCP shall be deemed to have been delivered hereunder. The Subservicer Seller shall provide disaster recovery and backup capabilities and facilities through which it will be able to perform its obligations under this Agreement Addendum with minimal disruptions or delays. The recovery strategy shall, at a minimum, provide for recovery after short and long term disruptions in facilities, environmental support, workforce availability and data processing equipment. If requested by the Owner/ServicerHoldings, the Subservicer Seller must provide evidence of its capability to meet any applicable regulatory requirement concerning business continuity applicable to the Owner/Servicer Purchaser or the Subservicer. In the event Seller, it being understood that the Owner/Servicer’s internal requirements concerning business continuity diverge from those of the Subservicer, the parties shall agree on a plan of enhancement with the reasonable, actual and documented out-of-pocket or internally allocated, as applicable, costs of the enhancement to the BCP extent Seller has provided such evidence to any NRZ O/S Entity under any NRZ Subservicing Agreement, such evidence shall be paid by the Owner/Servicerdeemed to have been provided hereunder. The Subservicer Seller shall notify the OwnerHoldings or any NRZ O/Servicer S Entity immediately (and in any event, within twelve (12) hours) of the occurrence of any catastrophic event that affects or could affect the SubservicerSeller’s performance of the services contemplated under this AgreementAddendum. The BCP shall include appropriate provisions to ensure the continued availability of critical third-party services and to ensure an orderly transition to new service providers should that become necessary. The Subservicer Seller shall comply with the Vendor Oversight Guidance with respect to business continuity plans of Vendors. Subject to Sections 10.17 and 2.4, the Seller shall require that any of its Vendors, Off-shore Vendors and Default Firms providing critical services with respect to this Agreement Addendum provide copies of their own business continuity plans to the Subservicer Seller and the Subservicer Seller shall make such plans available to the Ownerextent set forth in Exhibit Q, it being understood that to the extent Seller has provided such plans to any NRZ O/Servicer upon requestS Entity under any NRZ Subservicing Agreement, such plans shall be deemed to have been provided hereunder.

Disaster Recovery Plan. The Subservicer Servicer shall maintain its current business continuity plan ("“BCP"”) that addresses the continuation of services if an incident (act or omission) impairs or disrupts the SubservicerServicer’s obligation to provide the services contemplated under this Agreement. The Subservicer Servicer agrees to provide the Owner/Servicer (and any applicable regulatory agencies having jurisdiction over the Owner/Servicer) Owner with a copy summary of the material terms of its entire BCP upon the Owner/Servicer’s requestrequest and shall provide the Owner with access to review a copy of the entire BCP. The Subservicer Servicer warrants that the BCP conforms to Applicable Requirements and generally accepted industry standards for business continuity planning (collectively, the "“BCP Standards"”), which include, but are not limited to, recovery strategy, loss of critical personnel, restoring access to documents and data to the Owner/Servicer, documented recovery plans covering all areas of operations pursuant to this Agreement, vital records protection, protection and testing plans. The Subservicer Consistent with Acceptable Servicing Practices, the Servicer will maintain and test the BCP at regular intervals (no less frequently than annually) to ensure that the BCP complies with BCP Standards and shall provide reporting of the test results to the Owner/Servicer upon request. The Subservicer will Servicer shall comply with the BCP during the term of this Agreement. The Subservicer Servicer shall notify provide the Owner/Servicer Owner with prompt notice of any material modifications modification to the BCPBCP made after the date hereof and agrees to cooperate in good faith in addressing any questions or concerns of the Owner regarding such modification. The Subservicer Servicer shall provide disaster recovery and backup capabilities and facilities through which it will be able to perform its obligations under this Agreement with minimal disruptions or delays. The recovery strategy shall, at a minimum, provide for recovery after short and long term disruptions in facilities, environmental support, workforce availability and data processing equipment. If requested by the Owner/Servicer, the Subservicer must provide evidence of its capability to meet any applicable regulatory requirement concerning business continuity applicable to the Owner/The Servicer or the Subservicer. In the event that the Owner/Servicer’s internal requirements concerning business continuity diverge from those of the Subservicer, the parties shall agree on a plan of enhancement with the reasonable, actual and documented out-of-pocket or internally allocated, as applicable, costs of the enhancement to the BCP to be paid by the Owner/Servicer. The Subservicer shall notify the Owner/Servicer Owner immediately of the occurrence of any catastrophic event that affects or could affect the SubservicerServicer’s performance of the services contemplated under this AgreementAgreement and report to the Owner on at least an annual basis with respect to the effectiveness of its disaster recovery plan. The testing and validation of the Servicer’s disaster recovery plan must occur on at least an annual basis and results of these tests will be provided to the Owner upon request. The BCP shall include appropriate provisions to ensure the continued availability of critical third-party services and to ensure an orderly transition to new service providers should that become necessary. The Subservicer Servicer shall require that undertake commercially reasonable efforts to make requests to any of its Vendors, Off-shore Vendors and Default Firms third party contractors providing critical services with respect to this Agreement to provide copies of their own business continuity plans or summaries thereof to the Subservicer Servicer and the Subservicer Servicer shall make such plans or summaries thereof available to the Owner/Owner upon request to the extent so delivered to the Servicer upon requestand not subject to a confidentiality agreement.

Disaster Recovery Plan. Vendor shall strictly adhere and conform to the Disaster Recovery Plan. An outline and guideline of requirements for such Disaster Recovery Plan is attached hereto as Attachment H. Within ninety (90) days after the Service Commencement Date, Vendor shall work with Client and its third parties to assist in the development of Client’s initial version of the Disaster Recovery Plan. The Subservicer Disaster Recovery Plan shall maintain address and protect the Client’s critical IT environment. The Client may (at any time, and from time to time, during the Term) identify and notify Vendor in writing of other items that the Client reasonably deems appropriate as related to Vendor’s scope of the Services for inclusion in the Disaster Recovery Plan. Vendor shall promptly review and discuss with the Client all such additional items and, unless the Client agrees otherwise in writing, promptly provide Client with proposed revisions to the Disaster Recovery Plan to properly address such additional items. In addition, prior to each anniversary of the Service Commencement Date, Vendor shall assist Client by proposing revisions to those portions of the Disaster Recovery Plan related to the scope of Services provided by Vendor, as appropriate to reflect any changes to the Client’s IT environment, or related requirements, and submit such proposed revisions to Client for review, comment, and approval. Vendor shall also periodically (not less than once per contract Year) assist with any testing of the procedures set forth in the Disaster Recovery Plan that related to the scope of Services provided by Vendor to ensure that Vendor is capable of promptly and successfully executing them. Vendor shall promptly provide the Client with a written report summarizing the results of each such test and promptly take appropriate action to cure all deficiencies, and resolve all problems, that are discovered as a result of each such test, performing re- testing as necessary to ensure that such cures and resolutions are effective. The occurrence of a Force Majeure Event shall not relieve Vendor of its current business continuity plan ("BCP") that addresses the continuation of services if an incident (act or omission) impairs or disrupts the Subservicer’s obligation obligations to provide the services contemplated under this Agreement. The Subservicer agrees to provide the Owner/Servicer (and any applicable regulatory agencies having jurisdiction over the Owner/Servicer) with a copy of its entire BCP upon the Owner/Servicer’s request. The Subservicer warrants that the BCP conforms to Applicable Requirements and generally accepted industry standards for business continuity planning (collectively, the "BCP Standards"), which include, but are not limited to, disaster recovery strategy, loss of critical personnel, restoring access to documents and data to the Owner/Servicer, documented recovery plans covering all areas of operations Services pursuant to this Section (to the extent disaster recovery Services are being provided by Vendor under the applicable Statement of Work) and in accordance with the Disaster Recovery Plan, except in the event and to the extent that such Force Majeure Event, or another Force Majeure Event, materially and adversely affects or prevents the performance of such disaster recovery Services. Except as provided in the immediately preceding sentence, and notwithstanding any other provisions related to the occurrence of a Force Majeure Event or anything else to the contrary in this Agreement, vital records protection, and testing plans. The Subservicer will maintain and test the BCP at regular intervals (no less frequently than annually) to ensure that the BCP complies with BCP Standards and shall provide reporting of the test results to the Owner/Servicer upon request. The Subservicer will comply with the BCP during the term of this Agreement. The Subservicer shall notify the Owner/Servicer of any material modifications to the BCP. The Subservicer shall provide disaster recovery and backup capabilities and facilities through which it will be able to perform breach or material violation by Vendor of its obligations under the applicable Statement of Work regarding execution of the Disaster Recovery Plan during a disaster shall be deemed an incurable and material breach of this Agreement with minimal disruptions or delays. The recovery strategy shall, at a minimum, provide for recovery after short and long term disruptions in facilities, environmental support, workforce availability and data processing equipment. If requested by the Owner/Servicer, the Subservicer must provide evidence of its capability to meet any applicable regulatory requirement concerning business continuity applicable to the Owner/Servicer or the Subservicer. In the event that the Owner/Servicer’s internal requirements concerning business continuity diverge from those of the Subservicer, the parties shall agree on a plan of enhancement with the reasonable, actual and documented out-of-pocket or internally allocated, as applicable, costs of the enhancement to the BCP to be paid by the Owner/Servicer. The Subservicer shall notify the Owner/Servicer immediately of the occurrence of any catastrophic event that affects or could affect the Subservicer’s performance of the services contemplated under this Agreement. The BCP shall include appropriate provisions to ensure the continued availability of critical third-party services and to ensure an orderly transition to new service providers should that become necessary. The Subservicer shall require that any of its Vendors, Off-shore Vendors and Default Firms providing critical services with respect to this Agreement provide copies of their own business continuity plans to the Subservicer and the Subservicer shall make such plans available to the Owner/Servicer upon requestVendor.

Disaster Recovery Plan. The Subservicer shall maintain its current business continuity plan ("BCP") that addresses the continuation of services if an incident (act or omission) impairs or disrupts the Subservicer’s obligation PacifiCare will provide to provide the services contemplated under this Agreement. The Subservicer agrees to provide the Owner/Servicer (and any applicable regulatory agencies having jurisdiction over the Owner/Servicer) with Supplier a copy of its entire BCP upon the Owner/Servicer’s request. The Subservicer warrants that the BCP conforms to Applicable Requirements and generally accepted industry standards for business continuity planning then-current disaster recovery plans (collectively, the "BCP StandardsDRP"), which include, but are not limited to, recovery strategy, loss DRP shall be effective under this Agreement until PacifiCare approves of critical personnel, restoring access any successor DRP to documents and data be developed pursuant to the Owner/ServicerInfrastructure Agreement. Promptly following the Cutover Date, documented recovery plans covering all areas Supplier shall cooperate with Infrastructure Supplier, to the extent that Infrastructure Supplier performs and provides the necessary infrastructure support services to PacifiCare and Supplier, to: (a) evaluate PacifiCare's current DRP and submit recommended DRP improvements related to the Services for PacifiCare's review and approval and, if PacifiCare approves of operations pursuant the DRP improvements, implement a revised DRP acceptable to this AgreementPacifiCare in accordance with the Change Control Procedures and within [...***...], vital records protectionor such other date as may be agreed upon by PacifiCare, Supplier, and testing plans. The Subservicer will maintain Infrastructure Provider; (b) update and test the BCP at regular intervals operability of the DRP as it relates to the Services [...***...] during the Term; and (no less frequently than annuallyc) certify in writing to ensure PacifiCare [...***...] during the Term that the BCP complies with BCP Standards and shall provide reporting of the test results DRP is fully operational as it relates to the Owner/Servicer upon requestServices. The Subservicer will comply with the BCP during the term of this Agreement. The Subservicer shall notify the Owner/Servicer of any material modifications Subject to the BCPforegoing sentence, if the DRP testing encounters errors, Supplier shall develop procedures and retest as necessary to resolve such errors and update the DRP as necessary. The Subservicer Supplier shall provide immediately implement the DRP upon the occurrence of a disaster recovery and backup capabilities and facilities through which (as such term is defined in the DRP) as it will be able to perform its obligations under this Agreement with minimal disruptions or delays. The recovery strategy shall, at a minimum, provide for recovery after short and long term disruptions in facilities, environmental support, workforce availability and data processing equipment. If requested by the Owner/Servicer, the Subservicer must provide evidence of its capability to meet any applicable regulatory requirement concerning business continuity applicable relates to the Owner/Servicer or Services and subject to the Subservicerprovisions contained herein. In the event that of an interruption in services described as "critical" in Schedule 16.1 ("CRITICAL SERVICES"), Supplier shall use its best efforts to reinstate the Owner/Servicer’s internal requirements concerning business continuity diverge from those Critical Services as promptly as possible, but in any event within the number of the Subservicer, the parties shall agree on a plan of enhancement with the reasonable, actual and documented out-of-pocket or internally allocated, as applicable, costs of the enhancement to the BCP to be paid by the Owner/Servicer. The Subservicer shall notify the Owner/Servicer immediately of the occurrence of any catastrophic event that affects or could affect the Subservicer’s performance of the services contemplated under this Agreement. The BCP shall include appropriate provisions to ensure the continued availability of critical third-party services and to ensure an orderly transition to new service providers should that become necessary. The Subservicer shall require that any of its Vendors, Off-shore Vendors and Default Firms providing critical services hours identified in Schedule 16.1 with respect to each of the Critical Services, provided that Supplier's failure to reinstate the Critical Services shall be excused to the extent that Infrastructure Supplier's failure to perform or provide the necessary infrastructure support services to PacifiCare and Supplier prevents Supplier from doing so. In the event of a disaster (as such term is defined in the DRP), Supplier shall not increase its Fees under this Agreement provide copies of their own business continuity plans or charge PacifiCare usage fees in addition to the Subservicer and Base Fees or the Subservicer shall make such plans available to the Owner/Servicer upon requestVariable Fees.

Disaster Recovery Plan. The Subservicer Supplier shall maintain develop Disaster Recovery Plans for each Statement of Work and provide such Plans for Michaels’ review and approval prior to the Effective Date. Upon Michaels review and Supplier’s receipt of Michaels comments, Supplier shall finalize and submit the final Disaster Recovery Plan for final approval of Michaels. Michaels and Supplier agree to diligently work towards finalizing and agreeing upon the final Disaster Recovery Plan prior to the Commencement Date for the Statements of Work in Exhibit 2. Supplier shall implement each such plan within 30 days after Michaels’ approval thereof. With respect to any new Statement of Work, the applicable Disaster Recovery plan for such Statement of Work shall be included in the Statement of Work. Supplier shall be responsible for all disaster recovery activities relating to the Services at the Supplier Service Locations as of the Commencement Date, provided that during the period prior to the implementation of a Disaster Recovery Plan at a given Supplier Service Location for the Services in accordance with this Section 17.1, Supplier’s disaster recovery obligations with respect to such location and such Services shall be to use its current business continuity plan ("BCP") that addresses the continuation of services if an incident (act or omission) impairs or disrupts the Subservicer’s obligation best efforts to provide disaster recovery services at such location in the services contemplated event of a disaster. Supplier shall: (i) update and test (and re-test as necessary) the operability of the Disaster Recovery Plan in accordance with Exhibit 13; and (ii) certify to Michaels at least twice during every 12-month period that each such Disaster Recovery Plan is fully operational. Supplier shall immediately notify Michaels of any disaster and implement the Disaster Recovery Plan upon the occurrence of a disaster. Without limiting Supplier’s other obligations under this Agreement. The Subservicer agrees , if Supplier does not begin implementing the agreed Disaster Recovery Plan to provide reinstate the Owner/Servicer Services within 24 hours (and any applicable regulatory agencies having jurisdiction over or such other period provided in the Owner/Servicerapproved Disaster Recovery Plan) after the occurrence of a disaster affecting a Service, Michaels may obtain substitute services from an alternate supplier in accordance with a copy of its entire BCP upon the Owner/Servicer’s request. The Subservicer warrants that the BCP conforms to Applicable Requirements and generally accepted industry standards for business continuity planning (collectively, the "BCP Standards"), which include, but are not limited to, recovery strategy, loss of critical personnel, restoring access to documents and data to the Owner/Servicer, documented recovery plans covering all areas of operations pursuant to this Agreement, vital records protection, and testing plans. The Subservicer will maintain and test the BCP at regular intervals (no less frequently than annually) to ensure that the BCP complies with BCP Standards and shall provide reporting of the test results to the Owner/Servicer upon request. The Subservicer will comply with the BCP during the term of this Agreement. The Subservicer shall notify the Owner/Servicer of any material modifications to the BCP. The Subservicer shall provide disaster recovery and backup capabilities and facilities through which it will be able to perform its obligations under this Agreement with minimal disruptions or delays. The recovery strategy shall, at a minimum, provide for recovery after short and long term disruptions in facilities, environmental support, workforce availability and data processing equipment. If requested by the Owner/Servicer, the Subservicer must provide evidence of its capability to meet any applicable regulatory requirement concerning business continuity applicable to the Owner/Servicer or the SubservicerSection 17.3. In the event that of a disaster, Supplier shall not increase the Owner/Servicer’s internal requirements concerning business continuity diverge from those Fees or charge Michaels usage or other variable fees. In the event of uncertainty or a dispute regarding whether an event constitutes a disaster under the SubservicerDisaster Recovery Plan, the parties Michaels shall agree be entitled to determine in its reasonable discretion whether such event constitutes a disaster and such determination shall be binding on a plan of enhancement with the reasonableSupplier. Supplier shall cooperate and provide reasonable assistance to Michaels in as requested by Michaels, actual and documented out-of-pocket or internally allocated, as applicable, costs of the enhancement to the BCP to be paid by the Owner/Servicer. The Subservicer shall notify the Owner/Servicer immediately of the occurrence of any catastrophic event that affects or could affect the Subservicer’s performance of the services contemplated under this Agreement. The BCP shall include appropriate provisions to ensure the continued availability of critical third-party services and to ensure an orderly transition to new service providers should that become necessary. The Subservicer shall require that any of its Vendors, Off-shore Vendors and Default Firms providing critical services with respect to this Agreement provide copies the implementation of their own business continuity any of Michaels’ disaster recovery plans to the Subservicer and the Subservicer shall make such plans available to the Owner/Servicer upon requestat a Michaels Service Location.