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, 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 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. 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 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 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, it being understood that to the 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 deemed 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 extent set forth in Exhibit Q.Q, it being understood that to the extent Subservicer has provided such plans to any NRZ O/S 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 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 promptly following 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 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 extent set forth in Exhibit Q.Owner/Servicer upon request.

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 promptly following the Owner/ServicerHolding’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 SubservicerSeller, it being understood that to the extent Seller has provided such evidence to any NRZ O/S Entity under any NRZ Subservicing Agreement, such evidence shall be deemed 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 Subservicer 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 extent set forth in Exhibit Q.Q, it being understood that to the extent Seller has provided such plans to any NRZ O/S Entity under any NRZ Subservicing Agreement, such plans shall be deemed to have been provided hereunder.

Disaster Recovery Plan. The Subservicer In order to demonstrate supply risk management to RDR and RDO, Supplier shall establish within one hundred eighty (180) days of the Effective Dated and maintain its current business continuity a disaster recovery plan (the “BCPDisaster Recovery Plan”) that addresses ), which Disaster Recovery Plan would be implemented in the continuation event of services if on an incident insolvency of Supplier as defined in this Agreement or a significant or catastrophic event affecting the supply of Products. As a provision of the Disaster Recovery Plan, Supplier shall grant to RDR and/or RDO an exclusive license to manufacture the Products or to sublicense a third-party approved by RDR and/or RDO to do the same to prevent an interruption in supply of Products (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“License”). The Subservicer agrees License shall be subject to the applicable terms and conditions of any license under which Supplier is sublicensing Purchaser and to the terms and conditions set forth in a license agreement negotiated in good faith on commercially reasonable terms by the Parties. Upon such occurrence, Supplier shall immediately provide to RDR and/or RDO written detailed information and technical assistance sufficient for RDR and/or RDO or a third party to manufacture the Owner/Servicer (and any applicable regulatory agencies having jurisdiction over the Owner/Servicer) with a copy of its entire BCP 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 Products (collectively, the “BCP StandardsDetailed Manufacturing Instructions”). The Detailed Manufacturing Instructions shall include, without limitation and as applicable, the following: (a) an approved raw material vendor list; (b) raw material specifications; (c) machine-readable materials (e.g. software); (d) operating manuals; (e) quality control procedures; and (f) detailed manufacturing instructions. In the event the License to make or have made becomes effective as provided in this Section 10.1, or Section 8.2, the Parties will cooperate in the transition of manufacturing, including the transfer of Detailed Manufacturing Instructions to enable RDR and RDO or another supplier to manufacture the Products. Supplier shall enter into an escrow agreement (“Escrow Agreement”) with a mutually agreeable escrow agent (“Escrow Agent”), which includesuch Escrow Agreement providing for the deposit of one complete copy of the Detailed Manufacturing Instructions. Once every year following the deposit of the Detailed Manufacturing Instructions, RDR and RDO shall have the right, but are not limited tothe obligation, recovery strategy, loss of critical personnel, restoring access to documents and data audit such Detailed Manufacturing Instructions through an independent third party auditor reasonably agreeable to the Owner/ServicerParties, documented recovery plans covering upon prior written notice to Supplier. Any such auditor shall treat the escrowed information as Confidential Information of Supplier. The scope of such audit shall be limited to ensuring that the obligations of this Section 10.1 have been met. Any such audit ROCHE DIAGNOSTICS, SALES AND DISTRIBUTION AGREEMENT V.12 06_19_2008 shall take place at the premises of the Escrow Agent. Supplier shall be entitled to have at least one employee of its choosing present at all areas times during any said audit. If the Detailed Manufacturing Instructions are found to be inaccurate or incomplete, Supplier shall supplement the Detailed Manufacturing Instructions within twenty (20) Business Days to restore accuracy and completeness, and Supplier shall bear the cost and expense of operations supplementing the Detailed Manufacturing Instructions. Otherwise, RDR and RDO shall bear the expense of any such audit. Supplier represents and warrants to RDR and RDO that the Detailed Manufacturing Instructions shall be kept current and complete, and shall be updated by or on behalf of Supplier from time to time and in no event more than sixty (60) days after Supplier has made one or more material modifications to any of the Detailed Manufacturing Instructions. In the event of implementation of the Disaster Recovery Plan pursuant to Section 10.1 or upon termination of this Agreement by RDR or RDO pursuant to Section 8(a) or 8(b)(ii) or (iii) (the “Triggering Event”), Supplier agrees that (i) RDR, RDO or a designated affiliate is entitled to possession of the Detailed Manufacturing Instructions unless Supplier is disputing the basis for the occurrence of the Triggering Event, and (ii) RDR or RDO may give written notice to both Supplier and the Escrow Agent requesting release of the Detailed Manufacturing Instructions. The Escrow Agent shall release and make the Detailed Manufacturing Instructions available to RDR, RDO or the designated Affiliate on the earlier of (1) the Escrow Agent’s receipt of written notice form Supplier agreeing to and authorizing the release or (2) the date that is thirty (30) days after the Escrow Agent’s receipt of the written notice from RDR or RDO under clause (ii) above, unless, during such 30-day period, the Escrow Agent receives written notice from Supplier disputing the basis for the occurrence of the Triggering Event. If Supplier disputes that a Triggering Event has rightfully occurred, Supplier may initiate the Dispute Resolution procedures set forth in Section 16.9 and Supplier shall give written notice to the Escrow Agent, RDR and RDO within thirty (30) days after RDR or RDO gives written notice under clause (ii) above. If the Escrow Agent receives such notice of dispute form Supplier within such 30-day period, the Escrow Agent shall release and make the Detailed Manufacturing Instructions available to RDR and RDO on the date that is sixty (60) days after the Escrow Agent’s receipt of the written notice from RDR or RDO under clause (ii) above; provided, however, that the Escrow Agent shall not release or make the Detailed Manufacturing Instructions available to RDR or RDO if, prior to the expiration of such 60-day period, all the Parties give written notice to the Escrow Agent that the Detailed Manufacturing Instructions should not be released. If Supplier disputes the release of the Detailed Manufacturing Instructions and it is finally determined that the Detailed Manufacturing Instructions should not have released to RDR or RDO hereunder, RDR’s and RDO’s sole responsibility shall be to cease any further use of the Detailed Manufacturing Instructions (and cause any third party to cease further use of the Detailed Manufacturing Instructions) and to return all copies of the Detailed Manufacturing Instructions to the Escrow Agent. All Detailed Manufacturing Instructions shall be the Confidential Information of Supplier and use and disclosure of the Detailed Manufacturing Instructions shall be subject to the provisions of Section 11. The agreement with the Escrow Agent shall provide that all Detailed Manufacturing Instructions shall be returned to Supplier and the Escrow Agreement shall be terminated within thirty (30) days after termination of this Agreement for any reason other than a Triggering Event, as certified in writing by all the Parties. Except as otherwise stated herein, all costs and expenses associated with the escrow of the Detailed Manufacturing Instructions, including the costs of the Escrow Agent, shall be paid by Supplier. If Supplier can resume supplying Product(s) to Purchaser(s) in the quantities as Purchaser requires, and in full compliance with all of the terms and conditions of this Agreement, vital records protectionRDR and RDO (or a third party, as applicable) shall discontinue manufacturing the Product(s) following production restart, where Supplier warrants and testing plansprovides reasonable and satisfactory assurances that Supplier has the capacity and capability of satisfying Purchaser’s full demand for Products. The Subservicer will maintain In such case the manufacturing license with RDR and/or RDO and test the BCP at regular intervals (no less frequently than annually) any sublicense with a third party shall terminate and all Detailed Manufacturing Instructions shall be promptly returned to ensure that the BCP complies with BCP Standards Supplier. RDR, RDO and any sublicensee shall provide reporting treat all Detailed Manufacturing Instructions as Confidential Information 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. 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 extent set forth in Exhibit Q.Supplier.

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, as may be modified from time to time. The Subservicer Servicer agrees to provide the Owner/Servicer (and any applicable regulatory agencies having jurisdiction over Owner with a summary of the material terms of its BCP upon the Owner/Servicer) ’s request and shall provide the Owner with access to review a copy of its the entire BCP promptly following the Owner/Servicer’s requestBCP. 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 promptly 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. The Subservicer shall notify the Owner/Servicer Owner immediately (and in any event, within twelve (12) hours) 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 comply with the Vendor Oversight Guidance with respect undertake commercially reasonable efforts to business continuity plans of Vendors. Subject make requests to Sections 10.17 and 2.4, the Subservicer shall require that 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 upon request to the extent set forth in Exhibit Q.so delivered to the Servicer and not subject to a confidentiality agreement.