Common use of Effective Internal Controls Clause in Contracts

Effective Internal Controls. (a) The Account Parties shall provide to FRBNY the System and Organization Control 1 (“SOC 1”) – Type II reports of the Account Parties and their Affiliates with respect to their respective operations and controls relevant to the performance of services under this Agreement, which reports have been prepared by an accredited independent auditor in accordance with the American Institute of Certified Public Accountants’ Statement on Standards for Attestation Engagements (SSAE No. 18) and International Standards of Attestation Engagements No. 3402, or successor standard report (“SOC 1 Reports”). The Account Parties shall provide SOC 1 Reports to the FRBNY at least annually. If the Account Parties’ SOC 1 Report covers a period other than a calendar year, the Account Parties shall also provide FRBNY a letter signed by a responsible officer of the Account Parties attesting for the period of time from the end of the period covered by the SOC 1 Report through the calendar year in which that end date occurs (the “bridge period”) that there have been no changes to the tested controls during the bridge period which would materially or adversely affect the internal control environment. (b) The Account Parties shall identify technology solutions and processes used by the Account Parties in the performance of services under the Agreement. The Account Parties shall provide the FRBNY a list of such technology solutions and processes and, for each (a) information sufficient for FRBNY to assess the appropriateness of the solutions or processes, (b) information about the Account Parties’ implementation of the solutions and process, and (iii) information about the Account Parties’ process for assessing and mitigating risks and validating the solutions and processes. At FRBNY’s reasonable request, the Account Parties will make available its staff who are knowledgeable about the foregoing for meetings with FRBNY to discuss questions and provide such additional information as may be necessary or useful to FRBNY to assess the solutions or processes as they relate to the services to be performed. The Account Parties will cooperate with the FRBNY to discuss any findings identified by FRBNY in its review. The Account Parties will notify FRBNY promptly of any changes in the inventory of technology solutions and processes used by the Account Parties in the performance of services and changes in any of the technology solutions and processes or the manner of their implementation that, in either case, could be material to the FRBNY’s review.

Effective Internal Controls. (a) a. The Account Parties Manager shall provide to FRBNY the New York Fed the System and Organization Control 1 (“SOC 1”) – Type II reports of the Account Parties Manager and their its Affiliates with respect to their respective operations and controls relevant to the performance of services under this Agreement, which reports have been prepared by an accredited independent auditor in accordance with the American Institute of Certified Public Accountants’ Statement on Standards for Attestation Engagements (SSAE No. 18) and International Standards of Attestation Engagements No. 3402, or successor standard report (“SOC 1 Reports”). The Account Parties Manager shall provide SOC 1 Reports to the FRBNY New York Fed at least annually. If the Account PartiesManager’ SOC 1 Report covers a period other than a calendar year, the Account Parties Manager shall also provide FRBNY the New York Fed a letter signed by a responsible officer of the Account Parties Manager attesting for the period of time from the end of the period covered by the SOC 1 Report through the calendar year in which that end date occurs (the “bridge period”) that there have been no changes to the tested controls during the bridge period which that would materially or adversely affect the internal control environment. (b) b. The Account Parties Manager shall identify technology solutions and processes used by the Account Parties Manager in the performance of services under the Agreement. The Account Parties Manager shall provide the FRBNY New York Fed a list of such technology solutions and processes and, for each (a) information sufficient for FRBNY the New York Fed to assess the appropriateness of the solutions or processes, (b) information about the Account PartiesManager’ implementation of the solutions and process, and (iii) information about the Account PartiesManager’ process for assessing and mitigating risks and validating the solutions and processes. At FRBNYthe New York Fed’s reasonable request, the Account Parties Manager will make available its staff who are knowledgeable about the foregoing for meetings with FRBNY the New York Fed to discuss questions and provide such additional information as may be necessary or useful to FRBNY the New York Fed to assess the solutions or processes as they relate to the services to be performed. The Account Parties Manager will cooperate with the FRBNY New York Fed to discuss any findings identified by FRBNY the New York Fed in its review. The Account Parties Manager will notify FRBNY the New York Fed promptly of any changes in the inventory of technology solutions and processes used by the Account Parties Manager in the performance of services and changes in any of the technology solutions and processes or the manner of their implementation that, in either case, could be material to the FRBNYNew York Fed’s review.

Effective Internal Controls. (a) The Account Parties At the Purchaser’s request, BNYMCM shall provide to FRBNY the New York Fed (i) documentary evidence regarding the effectiveness of BNYMCM’s internal controls over financial reporting and information security (e.g., relevant internal controls reports, including System and Organization Control 1 Controls (“SOC 1”) – Type II reports of the Account Parties SOC), and their Affiliates with respect internal compliance assessments, and access to their respective policies and procedures governing BNYMCM’s operations and controls relevant as they relate to the performance of services under this Agreementthe Services (including, which reports have been prepared by an accredited independent auditor in accordance with the American Institute of Certified Public Accountants’ Statement on Standards for Attestation Engagements (SSAE No. 18without limitation, ethics policies and security policies and procedures)) and International Standards (ii) any available internal or third-party reports that detail the status of Attestation Engagements Nocompliance by BNYMCM and its affiliates with laws and regulations, including privacy laws and regulations, relevant to this Agreement and the Services. 3402, or successor standard report (“SOC 1 Reports”). The Account Parties shall provide SOC 1 Reports BNYMCM and the New York Fed will cooperate to determine at the FRBNY at least annually. If the Account Parties’ SOC 1 Report covers a period other than a calendar year, the Account Parties shall also provide FRBNY a letter signed by a responsible officer time of the Account Parties attesting for request the period specific nature of time from the end of the period covered by the SOC 1 Report through the calendar year such documentation, provided, however that nothing in which that end date occurs this subsection (the “bridge period”a) that there have been no changes shall obligate BNYMCM to the tested controls during the bridge period which would materially commission any new or adversely affect the additional reports regarding its compliance with internal control environmentcontrols. (b) The Account Parties BNYMCM shall identify the technology solutions and processes used by the Account Parties it uses in the performance of services under the AgreementServices. The Account Parties BNYMCM shall provide to the FRBNY New York Fed a list of such technology solutions and processes and, and shall provide for each such solution or process (ai) information sufficient for FRBNY the New York Fed to assess the appropriateness of the solutions solution or processesprocess, (bii) information about the Account Parties’ BNYMCM’s implementation of the solutions and solution or process, and (iii) information about the Account Parties’ BNYMCM’s process for assessing and mitigating risks and validating the solutions and processessolution or process. At FRBNYthe New York Fed’s reasonable request, the Account Parties BNYMCM will make available its staff personnel who are knowledgeable about the foregoing for meetings with FRBNY the New York Fed to discuss questions and provide such additional information as may be necessary or useful to FRBNY the New York Fed to assess the solutions or processes as they relate to the services to be performedServices. The Account Parties will BNYMCM shall cooperate with the FRBNY New York Fed to discuss any findings identified by FRBNY the New York Fed in its reviewreview and agree on an appropriate course of action. The Account Parties will BNYMCM shall notify FRBNY the New York Fed promptly of any changes in the inventory of technology solutions and processes used by the Account Parties BNYMCM in the performance of services the Services and of any changes in any of the technology solutions and processes or the manner of their implementation that, in either case, could be material to the FRBNYNew York Fed’s review.

Effective Internal Controls. (a) The Account Parties a. At the Purchaser’s request, the Settlement Agent shall provide to FRBNY the New York Fed (i) documentary evidence regarding the effectiveness of the Settlement Agent’s internal controls over financial reporting and information security (e.g., relevant internal controls reports, including System and Organization Control 1 Controls (“SOC 1”) – Type II reports of SOC), and internal compliance assessments, and access to policies and procedures governing the Account Parties and their Affiliates with respect to their respective Settlement Agent’s operations and controls relevant as they relate to the performance of services under this Agreementthe Services (including, which reports have been prepared by an accredited independent auditor in accordance with the American Institute of Certified Public Accountants’ Statement on Standards for Attestation Engagements (SSAE No. 18without limitation, ethics policies and security policies and procedures)) and International Standards (ii) any available internal or third- party reports that detail the status of Attestation Engagements No. 3402compliance by the Settlement Agent and its affiliates with laws and regulations, or successor standard report (“SOC 1 Reports”)including privacy laws and regulations, relevant to this Agreement and the Services. The Account Parties shall provide SOC 1 Reports Settlement Agent and the New York Fed will cooperate to determine at the FRBNY at least annually. If the Account Parties’ SOC 1 Report covers a period other than a calendar year, the Account Parties shall also provide FRBNY a letter signed by a responsible officer time of the Account Parties attesting for request the period specific nature of time from such documentation, provided, however that nothing in this subsection (a) shall obligate the end of the period covered by the SOC 1 Report through the calendar year in which that end date occurs (the “bridge period”) that there have been no changes Settlement Agent to the tested controls during the bridge period which would materially commission any new or adversely affect the additional reports regarding its compliance with internal control environmentcontrols. (b) b. The Account Parties Settlement Agent shall identify the technology solutions and processes used by the Account Parties it uses in the performance of services under the AgreementServices. The Account Parties Settlement Agent shall provide to the FRBNY New York Fed a list of such technology solutions and processes and, and shall provide for each such solution or process (ai) information sufficient for FRBNY the New York Fed to assess the appropriateness of the solutions solution or processesprocess, (bii) information about the Account Parties’ Settlement Agent’s implementation of the solutions and solution or process, and (iii) information about the Account Parties’ Settlement Agent’s process for assessing and mitigating risks and validating the solutions and processessolution or process. At FRBNYthe New York Fed’s reasonable request, the Account Parties Settlement Agent will make available its staff personnel who are knowledgeable about the foregoing for meetings with FRBNY the New York Fed to discuss questions and provide such additional information as may be necessary or useful to FRBNY the New York Fed to assess the solutions or processes as they relate to the services to be performedServices. The Account Parties will Settlement Agent shall cooperate with the FRBNY New York Fed to discuss any findings identified by FRBNY the New York Fed in its reviewreview and agree on an appropriate course of action. The Account Parties will Settlement Agent shall notify FRBNY the New York Fed promptly of any changes in the inventory of technology solutions and processes used by the Account Parties Settlement Agent in the performance of services the Services and of any changes in any of the technology solutions and processes or the manner of their implementation that, in either case, could be material to the FRBNYNew York Fed’s review.

Effective Internal Controls. (a) The Account Parties shall provide to FRBNY New York Fed the System and Organization Control 1 (“SOC 1”) – Type II reports of the Account Parties and their Affiliates with respect to their respective operations and controls relevant to the performance of services under this Agreement, which reports have been prepared by an accredited independent auditor in accordance with the American Institute of Certified Public Accountants’ Statement on Standards for Attestation Engagements (SSAE No. 18) and International Standards of Attestation Engagements No. 3402, or successor standard report (“SOC 1 Reports”). The Account Parties shall provide SOC 1 Reports to the FRBNY New York Fed at least annually. If the Account Parties’ SOC 1 Report covers a period other than a calendar year, the Account Parties shall also provide FRBNY New York Fed a letter signed by a responsible officer of the Account Parties attesting for the period of time from the end of the period covered by the SOC 1 Report through the calendar year in which that end date occurs (the “bridge period”) that there have been no changes to the tested controls during the bridge period which that would materially or adversely affect the internal control environment. (b) The Account Parties shall identify technology solutions and processes used by the Account Parties in the performance of services under the Agreement. The Account Parties shall provide the FRBNY New York Fed a list of such technology solutions and processes and, for each (a) information sufficient for FRBNY New York Fed to assess the appropriateness of the solutions or processes, (b) information about the Account Parties’ implementation of the solutions and process, and (iii) information about the Account Parties’ process for assessing and mitigating risks and validating the solutions and processes. At FRBNYNew York Fed’s reasonable request, the Account Parties will make available its staff who are knowledgeable about the foregoing for meetings with FRBNY New York Fed to discuss questions and provide such additional information as may be necessary or useful to FRBNY New York Fed to assess the solutions or processes as they relate to the services to be performed. The Account Parties will cooperate with the FRBNY New York Fed to discuss any findings identified by FRBNY New York Fed in its review. The Account Parties will notify FRBNY the New York Fed promptly of any changes in the inventory of technology solutions and processes used by the Account Parties in the performance of services and changes in any of the technology solutions and processes or the manner of their implementation that, in either case, could be material to the FRBNYNew York Fed’s review.