Common use of Key Performance Indicators Clause in Contracts

Key Performance Indicators. (a) The Custodian and the Funds may from time to time agree to document the manner in which they expect to deliver and receive the services contemplated by this Agreement. The parties agree that any such key performance indicators (hereinafter referred to as “KPIs” or, individually as a “KPI”) shall be agreed upon in writing by the parties and shall be reflected in one or more schedules to this Agreement. The Custodian and the Funds acknowledge that any failure to perform in accordance with KPIs shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies provided that such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultation. Nothing in this Section 11 shall modify any party’s applicable standard of care under this Agreement; nor shall any meeting or discussion among the parties regarding KPIs be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreement. (b) The parties agree to periodically review the Custodian’s performance against the KPIs. Where any such review reveals that the Custodian’s performance with respect to any KPI has been unsatisfactory, as measured in accordance with any schedule to this Agreement pertaining to such KPI, for three consecutive months (a “Rectification Trigger”), the Funds may, in their sole discretion, invoke the process set out in this Section 11(b): (i) The Custodian shall investigate, assemble and preserve (in accordance with its records management policy) all pertinent information with respect to, and report the root causes of the problem that led to, the Rectification Trigger; (ii) The Custodian shall propose an appropriate written corrective action plan (“Rectification Plan”) with respect to such failure and in any event within ten (10) business days, or as otherwise reasonably agreed by the parties. The Rectification Plan shall set out the anticipated improvements (“Anticipated Improvements”) and the timeline over which those improvements are expected to be realized (“Plan Period”), which shall be no longer than sixty (60) days (without the Funds’ prior written consent). The Funds shall review the Rectification Plan within five (5) business days and shall (without liability or any resulting obligation or deemed acceptance of approach) comment on the Rectification Plan, suggest improvements and challenge any assumptions and ideas embodied in the Rectification Plan. It is acknowledged that the Funds shall not be obligated or required to acknowledge the Rectification Plan will achieve the relevant KPIs. Upon approval of the Rectification Plan, the Custodian shall, as soon as reasonably practicable, implement the Rectification Plan so as to deliver the anticipated improvements; (iii) The Custodian shall provide the Funds with regular updates of the progress of the Rectification Plan and the parties shall periodically review the progress during the Plan Period; (iv) The Custodian shall as soon as reasonably practicable notify the Funds in writing of any material changes to the Rectification Plan from time to time and the reasons for those changes; and (v) At the end of the Plan Period, the Custodian shall report on whether the Rectification Plan has delivered the Anticipated Improvements in accordance with this Section 11(b).

Key Performance Indicators. (a) The Custodian Fund Accounting Agent and the Funds may from time to time agree to document the manner in which they expect to deliver and receive the services contemplated by this Agreement. The parties agree that any such key performance indicators (hereinafter referred to as “KPIs” or, individually as a “KPI”) shall be agreed upon in writing by the parties and shall be reflected in one or more schedules to this Agreement. The Custodian Fund Accounting Agent and the Funds acknowledge that any failure to perform in accordance with KPIs shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies remedies, provided that that, such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultation. Nothing in this Section 11 4 shall modify any party’s applicable standard of care under this Agreement; nor shall any meeting or discussion among the parties regarding KPIs be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreement. (b) The parties agree to periodically review the CustodianFund Accounting Agent’s performance against the KPIs. Where any such review reveals that the CustodianFund Accounting Agent’s performance with respect to any KPI has been unsatisfactory, as measured in accordance with any schedule to this Agreement pertaining to such KPI, for three consecutive months (a “Rectification Trigger”), the Funds may, in their sole discretion, invoke the process set out in this Section 11(b4(b): (i) The Custodian Fund Accounting Agent shall investigate, assemble and preserve (in accordance with its records management policy) all pertinent information with respect to, and report the root causes of the problem that led to, to the Rectification Trigger; (ii) The Custodian Fund Accounting Agent shall propose an appropriate written corrective action plan (“Rectification Plan”) with respect to such failure and in any event within ten (10) business days, or as otherwise reasonably agreed by the parties. The Rectification Plan shall set out the anticipated improvements (“Anticipated Improvements”) and the timeline over which those improvements are expected to be realized (“Plan Period”), which shall be no longer than sixty (60) days (without the Funds’ prior written consent). The Funds shall review the Rectification Plan within five (5) business days and shall (without liability or any resulting obligation or deemed acceptance of approach) comment on the Rectification Plan, suggest improvements and challenge any assumptions and ideas embodied in the Rectification Plan. It is acknowledged that the Funds shall not be obligated or required to acknowledge the Rectification Plan will achieve the relevant KPIs. Upon approval of the Rectification Plan, the Custodian Fund Accounting Agent shall, as soon as reasonably practicable, implement the Rectification Plan so as to deliver the anticipated improvements; (iii) The Custodian Fund Accounting Agent shall provide the Funds with regular updates of the progress of the Rectification Plan and the parties shall periodically review the progress during the Plan Period; (iv) The Custodian Fund Accounting Agent shall as soon as reasonably practicable notify the Funds in writing of any material changes to the Rectification Plan from time to time and the reasons for those changes; and (v) At the end of the Plan Period, the Custodian Fund Accounting Agent shall report on whether the Rectification Plan has delivered the Anticipated Improvements in accordance with this Section 11(b4(b).

Key Performance Indicators. (a) 31.1 The Custodian Transfer Agent and the Funds may from time to time agree to document the manner in which they expect to deliver and receive the services contemplated by this Agreement. The parties agree that any such key performance indicators measures (hereinafter referred to as “KPIs” or, individually as a “KPIKPI (s)”) shall be agreed upon listed in writing by Exhibit 5 of the parties Side Agreement reflect performance goals and shall be reflected in one or more schedules to this Agreement. The Custodian and the Funds acknowledge that any failure to perform in accordance with KPIs the provisions thereof shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies provided that unless such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultation. Nothing in this Section 11 Article 31 shall modify any party’s applicable standard of care under this Agreement; nor shall any , and the holding of such meeting or discussion among of the parties regarding KPIs shall not be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreement. (b) 31.2 The parties agree to periodically review the CustodianTransfer Agent’s performance against the KPIs. . 31.3 Where any such review reveals that the Custodian’s performance with respect to any one specific KPI has been unsatisfactory, as measured in accordance with any schedule to this Agreement pertaining to such KPI, at a “red” or “amber” status for three consecutive months (a “Rectification Trigger”) (provided there have been at least 50 transactions during each month for such KPI), the Funds may, in their sole discretion, discretion invoke the process set out in this Section 11(b):Article 31.3: (ia) The Custodian Transfer Agent shall investigate, assemble and preserve (in accordance with its records management policy) all pertinent information with respect to, and report the root causes of the problem that led to, to the Rectification TriggerTrigger and the Funds shall provide such assistance as the Transfer Agent may request; (iib) The Custodian Transfer Agent shall propose an appropriate written corrective action plan (“Rectification Plan”) with respect to such failure and in any event within ten (10) business daysBusiness Days, or as otherwise reasonably agreed by the partiesParties. The Rectification Plan shall set out the anticipated improvements (“Anticipated Improvements”) and the timeline over which those improvements are expected to be realized (“Plan Period”), which shall be no longer than sixty (60) days (without the Funds’ Fund’s prior written consent, not to be unreasonably withheld or delayed). The Funds shall review the Rectification Plan within five (5) business days Business Days and shall (without liability or any resulting obligation or deemed acceptance of approach) comment on the Rectification Plan, suggest improvements and challenge any assumptions and ideas embodied in the Rectification Plan. It is acknowledged that the Funds shall not be obligated or required to acknowledge the Rectification Plan will achieve the relevant KPIs. Upon approval of the Rectification Plan, the Custodian Transfer Agent shall, as soon as reasonably practicable, implement the Rectification Plan so as to deliver the anticipated improvements; (iiic) The Custodian Transfer Agent shall provide the Funds with regular updates of the progress of the Rectification Plan and the parties shall periodically review the progress during the Plan Period; (ivd) The Custodian Transfer Agent shall as soon as reasonably practicable notify the Funds in writing of any material minor changes to the Rectification Plan from time to time and the reasons for those changes; and (ve) At the end of the Plan Period, the Custodian Transfer Agent shall report on whether the Rectification Plan has delivered the Anticipated Improvements in accordance with this Section 11(b)Article 31.3.

Key Performance Indicators. (a) The Custodian and 2.8.1 For each *** period during the Funds may from time to time agree to document Term, Patheon shall meet or exceed the manner in which they expect to deliver and receive the services contemplated by this Agreement. The parties agree that any such key performance indicators established in good faith by Patheon and Santarus for such *** period (hereinafter referred collectively, as established with respect to as “KPIs” orthe applicable *** period, individually as the "KPIS"). The preliminary categories of KPIs in respect of the first *** period following Commencement of Commercial Manufacturing are set forth in EXHIBIT C, and the parties mutually agree to refine such KPIs reasonably in advance of the Commencement of Commercial Manufacturing. Thereafter, the KPIs will be reviewed by Patheon and Santarus at each *** *** Portions of this page have been omitted pursuant to a “KPI”) request for Confidential Treatment and filed separately with the Commission. review meeting contemplated by Section 2.12 with the intention of amending, if necessary, the KPIs in respect of the forthcoming *** period. If no such amendments are necessary or if amendments are not agreed, the KPIs in respect of such forthcoming *** period shall be agreed upon in writing by at least as beneficial to Santarus as the parties and shall be reflected in KPIs for the then current *** period. 2.8.2 In the event that Patheon fails to meet one or more schedules to of the KPIs at any time during the term of this Agreement. The Custodian , then Patheon and the Funds acknowledge that any failure Santarus shall work diligently to perform in accordance with KPIs shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies provided that address such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultation. Nothing in this Section 11 shall modify any party’s applicable standard of care under this Agreement; nor shall any meeting or discussion among the parties regarding KPIs be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreement. (b) The parties agree to periodically review the Custodian’s performance against the KPIs. Where any such review reveals that the Custodian’s performance with respect to any KPI has been unsatisfactoryincluding, as measured in accordance with any schedule to this Agreement pertaining to such KPI, for three consecutive months (a “Rectification Trigger”)without limitation, the Funds may, in their sole discretion, invoke the process set out in this Section 11(b):following: (i) The Custodian Patheon's site director and the Director of Manufacturing of Santarus shall investigate, assemble and preserve (in accordance with its records management policy) all pertinent information with respect to, and report the root causes meet within *** days of the determination of the sustained failure in order to establish a procedure to address the problem that led to(the "REMEDIATION PLAN"). If such meeting does not occur within such *** days or if there is no agreement as to the Remediation Plan (a "STAGE 1 FAILURE"), the Rectification Triggerthen clause (ii) shall apply; (ii) The Custodian Patheon's Executive Vice President, Operations and the Vice President, Manufacturing and Product Development of Santarus shall propose an appropriate written corrective action plan meet within *** days of the Stage 1 Failure in order to establish a Remediation Plan. If such meeting does not occur within such *** days or if there is no agreement as to the Remediation Plan (“Rectification a "STAGE 2 FAILURE"), then clause (iii) shall apply; and (iii) Patheon's President and Santarus' President shall meet within *** days of the Stage 2 Failure in order to establish a Remediation Plan”) with respect . If the Remediation Plan is either not mutually agreed upon or is not, in the reasonable judgment of Santarus, implemented satisfactorily, then Patheon shall be deemed to such failure and be in any event within ten (10) business days, or as otherwise reasonably agreed by the partiesmaterial breach of its obligations hereunder. The Rectification Plan shall set out Parties may mutually agreed to extend any of the anticipated improvements (“Anticipated Improvements”) and time periods referenced in this Section 2.8. 2.8.3 Notwithstanding anything to the timeline over which those improvements are expected to be realized (“Plan Period”)contrary in this Section 2.7, which shall be no longer than sixty (60) days (without the Funds’ prior written consent). The Funds shall review the Rectification Plan within five (5) business days and shall (without liability or any resulting obligation or deemed acceptance of approach) comment on the Rectification Plan, suggest improvements and challenge any assumptions and ideas embodied in the Rectification Plan. It is acknowledged that the Funds Patheon shall not be obligated or required responsible for the failure to acknowledge the Rectification Plan will achieve the relevant KPIs. Upon approval KPIs to the extent caused by any of the Rectification Plan, the Custodian shall, as soon as reasonably practicable, implement the Rectification Plan so as following events: (i) Santarus' failure to have delivered to Patheon adequate supplies of Bulk API; (ii) Santarus' failure to deliver the anticipated improvementsForecasts in accordance with Section 2.2.2; (iii) The Custodian shall provide Santarus' failure to timely deliver amended Specifications in the Funds with regular updates of event that the progress of the Rectification Plan and the parties shall periodically review the progress during the Plan PeriodSpecifications are amended pursuant to Section 3.6.1 or 3.6.2; (iv) The Custodian shall as soon as reasonably practicable notify Santarus' failure to deliver the Funds Firm Purchase Orders in writing of any material changes to the Rectification Plan from time to time accordance with Sections 2.2.3 and the reasons for those changes2.2.5; andor (v) At Santarus' failure to timely complete the end final release of the Plan Period, Finished Product in the Custodian shall report on whether absence of any production issues. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Rectification Plan has delivered the Anticipated Improvements in accordance with this Section 11(b)Commission.

Key Performance Indicators. (a) The Custodian Transfer Agent and the Funds Trust may from time to time agree to document the manner in which they expect to deliver and receive receive, respectively, the services contemplated by this Agreement. The parties agree that any such key performance indicators measures (hereinafter referred to as “KPIs” or, individually as a “KPI”) shall be agreed upon in writing by the parties reflect performance goals and shall be reflected in one or more schedules to this Agreement. The Custodian dependencies and the Funds acknowledge that any failure to perform in accordance with KPIs the provisions thereof shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies provided that such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultationunless the parties mutually expressly agree otherwise. Nothing in this Section 11 shall modify any party’s applicable standard the Standard of care Care under this Agreement; nor shall any meeting Agreement or discussion among the parties regarding KPIs be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreement. (b) . The parties Trust and the Transfer Agent agree to periodically review the CustodianTransfer Agent’s performance against the KPIs. Where any such review reveals that the Custodian’s performance with respect to any one specific KPI has been unsatisfactory, as measured in accordance with any schedule to this Agreement pertaining to such KPI, at a “red” or “amber” status for three consecutive months (a “Rectification Trigger”), the Funds Trust may, in their its sole discretion, invoke the process set out in this Section 11(b):Section: (i) The Custodian Transfer Agent shall investigate, assemble and preserve (in accordance with its records management policy) all pertinent information with respect to, and report the root causes of the problem that led to, to the Rectification TriggerTrigger and the Trust shall provide such assistance as the Transfer Agent may reasonably request; (ii) The Custodian Transfer Agent shall propose an appropriate written corrective action plan (“Rectification Plan”) with respect to such failure and in any event within ten (10) business days, or as otherwise reasonably agreed by the parties. The Rectification Plan shall set out the anticipated improvements (“Anticipated Improvements”) and the timeline over which those improvements are expected to be realized (“Plan Period”), which shall be no longer than sixty ninety (6090) days (without the Funds’ Trust’s prior written consent, not to be unreasonably withheld or delayed). The Funds Trust shall review the Rectification Plan within five (5) business days and shall (without liability any liability, waiver or any resulting obligation or deemed acceptance of approach) comment on the Rectification Plan, suggest improvements and and/or challenge any assumptions and ideas embodied in the Rectification Plan. It is acknowledged that the Funds Trust shall not be obligated or required to acknowledge the Rectification Plan will achieve the relevant KPIs. Upon approval the parties agreeing on the terms of the Rectification Plan, the Custodian Transfer Agent shall, as soon as reasonably practicable, implement the Rectification Plan so as to deliver the anticipated improvements;Anticipated Improvements. (iii) The Custodian Transfer Agent shall provide the Funds Trust with regular updates of the progress of the Rectification Plan and the parties shall periodically review the progress during the Plan Period; (iv) The Custodian shall Transfer Agent shall, as soon as reasonably practicable practicable, notify the Funds Trust in writing of any material changes to the Rectification Plan from time to time and the reasons for those changes; and (v) At the end of the Plan Period, the Custodian Transfer Agent shall report on whether the Rectification Plan has delivered the Anticipated Improvements in accordance with this Section 11(b)6.2.

Key Performance Indicators. (a) The Custodian BNY Mellon and the Funds Investment Advisor may from time to time agree to document the manner in which they expect to deliver and receive the services contemplated by this Agreement. The parties agree that any such key performance indicators (hereinafter referred to as “KPIs” or, individually as a “KPI”) shall be agreed upon in writing by the parties and shall be reflected in one or more schedules to this Agreement. The Custodian BNY Mellon and the Funds Investment Advisor acknowledge that any failure to perform in accordance with KPIs shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies remedies, provided that that, such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultation. Nothing in this Section 11 6 shall modify any party’s applicable standard of care under this Agreement; nor shall any meeting or discussion among the parties regarding KPIs be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreement. (b) The parties agree to periodically review the CustodianBNY Mellon’s performance against the KPIs. Where any such review reveals that the CustodianBNY Mellon’s performance with respect to any KPI has been unsatisfactory, as measured in accordance with any schedule to this Agreement pertaining to such KPI, for three consecutive months (a “Rectification Trigger”), the Funds Investment Advisor s may, in their its sole discretion, invoke the process set out in this Section 11(b6(b): (i) The Custodian BNY Mellon shall investigate, assemble and preserve (in accordance with its records management policy) all pertinent information with respect to, and report the root causes of the problem that led to, to the Rectification Trigger; (ii) The Custodian BNY Mellon shall propose an appropriate written corrective action plan (“Rectification Plan”) with respect to such failure and in any event within ten (10) business days, or as otherwise reasonably agreed by the parties. The Rectification Plan shall set out the anticipated improvements (“Anticipated Improvements”) and the timeline over which those improvements are expected to be realized (“Plan Period”), which shall be no longer than sixty (60) days (without the Funds’ Investment Advisor’s prior written consent, not to be unreasonably withheld or delayed). The Funds Investment Advisor shall review the Rectification Plan within five (5) business days and shall (without liability or any resulting obligation or deemed acceptance of approach) comment on the Rectification Plan, suggest improvements and challenge any assumptions and ideas embodied in the Rectification Plan. It is acknowledged that the Funds Investment Advisor shall not be obligated or required to acknowledge the Rectification Plan will achieve the relevant KPIs. Upon approval of the Rectification Plan, the Custodian BNY Mellon shall, as soon as reasonably practicable, implement the Rectification Plan so as to deliver the anticipated improvements; (iii) The Custodian BNY Mellon shall provide the Funds Investment Advisor with regular updates of the progress of the Rectification Plan and the parties shall periodically review the progress during the Plan Period; (iv) The Custodian BNY Mellon shall as soon as reasonably practicable notify the Funds Investment Advisor in writing of any material changes to the Rectification Plan from time to time and the reasons for those changes; and (v) At the end of the Plan Period, the Custodian BNY Mellon shall report on whether the Rectification Plan has delivered the Anticipated Improvements in accordance with this Section 11(b6(b).

Key Performance Indicators. (a) The Custodian and 2.8.1 For each [***] period during the Funds may from time to time agree to document Term, Manufacturer shall meet or exceed the manner in which they expect to deliver and receive the services contemplated by this Agreement. The parties agree that any such key performance indicators established in good faith by Manufacturer and Santarus for such [***] period (hereinafter referred collectively, as established with respect to as the applicable [***] period, the “KPIs” orKPIS”). The preliminary categories of KPIs in respect of the first [***] period following Commencement of Commercial Manufacturing are set forth in EXHIBIT C, individually as a “KPI”) and the parties mutually agree to refine such KPIs reasonably in advance of the Commencement of Commercial Manufacturing. Thereafter, the KPIs will be reviewed by Manufacturer and Santarus at each [***] review meeting contemplated by Section 2.12 with the intention of amending, if necessary, the KPIs in respect of the forthcoming [***] period. If no such amendments are necessary or if amendments are not agreed, the KPIs in respect of such forthcoming [***] period shall be agreed upon in writing by at least as beneficial to Santarus as the parties and shall be reflected in KPIs for the then current [***] period. 2.8.2 In the event that Manufacturer fails to meet one or more schedules to of the KPIs at any time during the term of this Agreement. The Custodian , then Manufacturer and the Funds acknowledge that any failure Santarus shall work diligently to perform in accordance with KPIs shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies provided that address such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultation. Nothing in this Section 11 shall modify any party’s applicable standard of care under this Agreement; nor shall any meeting or discussion among the parties regarding KPIs be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreement. (b) The parties agree to periodically review the Custodian’s performance against the KPIs. Where any such review reveals that the Custodian’s performance with respect to any KPI has been unsatisfactoryincluding, as measured in accordance with any schedule to this Agreement pertaining to such KPI, for three consecutive months (a “Rectification Trigger”)without limitation, the Funds may, in their sole discretion, invoke the process set out in this Section 11(b):following: (i) The Custodian Manufacturer’s Customer Service Director and the Senior Manager of Supply Chain Management of Santarus shall investigate, assemble meet within five (5) days of the *** Certain information on this page has been omitted and preserve (in accordance filed separately with its records management policy) all pertinent information the Commission. Confidential treatment has been requested with respect to, and report to the root causes omitted portions. determination of the sustained failure in order to establish a procedure to address the problem that led to(the “REMEDIATION PLAN”). If such meeting does not occur within such five (5) days or if there is no agreement as to the Remediation Plan (a “STAGE 1 FAILURE”), the Rectification Triggerthen clause (ii) shall apply; (ii) The Custodian shall propose an appropriate written corrective action plan (“Rectification Plan”) with respect to such failure and in any event within ten (10) business days, or as otherwise reasonably agreed by the parties. The Rectification Plan shall set out the anticipated improvements (“Anticipated Improvements”) Manufacturer’s Plant Manager and the timeline over which those improvements are expected to be realized (“Plan Period”), which Director of Manufacturing of Santarus shall be no longer than sixty (60) days (without the Funds’ prior written consent). The Funds shall review the Rectification Plan meet within five (5) business days and shall (without liability or any resulting obligation or deemed acceptance of approach) comment on the Rectification Plan, suggest improvements and challenge any assumptions and ideas embodied Stage 1 Failure in the Rectification order to establish a Remediation Plan. It If such meeting does not occur within such five (5) days or if there is acknowledged that the Funds shall not be obligated or required to acknowledge the Rectification Plan will achieve the relevant KPIs. Upon approval of the Rectification Plan, the Custodian shall, as soon as reasonably practicable, implement the Rectification Plan so no agreement as to deliver the anticipated improvements;Remediation Plan (a “STAGE 2 FAILURE”), then clause (iii) shall apply; and (iii) The Custodian Manufacturer’s President and Senior Vice President, Manufacturing and Product Development of Santarus shall provide the Funds with regular updates meet within five (5) days of the progress Stage 2 Failure in order to establish a Remediation Plan. If the Remediation Plan is either not mutually agreed upon or is not, in the reasonable judgment of the Rectification Plan Santarus, implemented satisfactorily, then Manufacturer shall be deemed to be in material breach of its obligations hereunder and the parties shall periodically review the progress during the Plan Period; (iv) The Custodian shall as soon as reasonably practicable notify the Funds will be formally notified in writing of such status by the appropriate Santarus personnel. The Parties may mutually agree in writing to extend any material changes to the Rectification Plan from time to time and the reasons for those changes; and (v) At the end of the Plan Period, the Custodian shall report on whether the Rectification Plan has delivered the Anticipated Improvements time periods referenced in accordance with this Section 11(b)2.8.

Key Performance Indicators. 2.9.1 For each quarterly period during the Term, Supplier shall cause Manufacturer to meet or exceed the written key performance indicators established in good faith by Supplier and Santarus for such quarterly period (a) collectively, as established with respect to the applicable quarterly period, the “KPIs”). The Custodian and the Funds may KPIs shall be mutually agreed to from time to time agree to document by the manner in which they expect to deliver Parties and receive the services Parties shall review such KPIs at each quarterly review meeting contemplated by Section 2.11 with the intention of amending, if necessary, the KPIs in respect of the forthcoming quarterly period. *** Certain information on this Agreementpage has been omitted and filed separately with the Securities and Exchange Commission. The parties agree Confidential treatment has been requested with respect to the omitted portions. 2.9.2 In the event that any such key performance indicators (hereinafter referred Supplier or Manufacturer fails to as “KPIs” or, individually as a “KPI”) shall be agreed upon in writing by the parties and shall be reflected in meet one or more schedules to of the KPIs at any time during the term of this Agreement. The Custodian , then Supplier and the Funds acknowledge that any failure Santarus shall work diligently to perform in accordance with KPIs shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies provided that address such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultation. Nothing in this Section 11 shall modify any party’s applicable standard of care under this Agreement; nor shall any meeting or discussion among the parties regarding KPIs be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreement. (b) The parties agree to periodically review the Custodian’s performance against the KPIs. Where any such review reveals that the Custodian’s performance with respect to any KPI has been unsatisfactoryincluding, as measured in accordance with any schedule to this Agreement pertaining to such KPI, for three consecutive months (a “Rectification Trigger”)without limitation, the Funds may, in their sole discretion, invoke the process set out in this Section 11(b):following: (i) The Custodian Manufacturer’s Qualified Person and the Senior Director of Contract Manufacturing of Santarus (or such other individual designated by Santarus) shall investigate, assemble and preserve (in accordance with its records management policy) all pertinent information with respect to, and report the root causes discuss within [***] days of the determination of the failure in order to establish a procedure to address the problem that led to(the “Remediation Plan”). If such discussion does not occur within such [***] days or if there is no agreement as to the Remediation Plan (a “Stage 1 Failure”), the Rectification Triggerthen clause (ii) shall apply; (ii) The Custodian shall propose an appropriate written corrective action plan Manufacturer’s Qualified Person and Santarus’ Senior Vice President, Product Development and Manufacturing will discuss within [***] days of the Stage 1 Failure in order to establish a Remediation Plan. If such discussion does not occur within such [***] days or if there is no agreement as to the Remediation Plan (a “Rectification Plan”) with respect to such failure and in any event within ten (10) business days, or as otherwise reasonably agreed by the parties. The Rectification Plan shall set out the anticipated improvements (“Anticipated Improvements”) and the timeline over which those improvements are expected to be realized (“Plan PeriodStage 2 Failure”), which then clause (iii) shall be no longer than sixty apply; and (60iii) Supplier’s Responsible Executive and Santarus’ Responsible Executive shall discuss within [***] days (without of the Funds’ prior written consent)Stage 2 Failure in order to establish a Remediation Plan. If the Remediation Plan is either not mutually agreed upon or is not implemented satisfactorily, then the Parties may pursue additional dispute resolution and recourse in accordance with Article 13. The Funds shall review Parties may mutually agree to extend any of the Rectification Plan within five (5) business days and shall (without liability or any resulting obligation or deemed acceptance of approach) comment on time periods referenced in this Section 2.9. 2.9.3 Notwithstanding anything to the Rectification Plancontrary in this Section 2.9, suggest improvements and challenge any assumptions and ideas embodied in the Rectification Plan. It is acknowledged that the Funds Supplier shall not be obligated or required responsible for the failure to acknowledge the Rectification Plan will achieve the relevant KPIs. Upon approval KPIs to the extent caused by any of the Rectification Plan, the Custodian shall, as soon as reasonably practicable, implement the Rectification Plan so as following events: (i) Santarus’ failure to deliver Forecasts in accordance with Section 2.3.2; (ii) Santarus’ failure to timely deliver amended Specifications in the anticipated improvementsevent that the Specifications are amended pursuant to Section 3.6.1 or 3.6.2; (iii) The Custodian shall provide Santarus’ failure to deliver the Funds Firm Purchase Orders in accordance with regular updates of the progress of the Rectification Plan Sections 2.3.3 and the parties shall periodically review the progress during the Plan Period;2.3.4; or (iv) The Custodian shall as soon as reasonably practicable notify Santarus’ failure to timely complete the Funds final release of the Finished Bulk Product in writing the absence of any material changes to the Rectification Plan from time to time and the reasons for those changes; and (v) At the end of the Plan Period, the Custodian shall report on whether the Rectification Plan has delivered the Anticipated Improvements in accordance with this Section 11(b)production or quality issues.

Key Performance Indicators. 2.8.1 For each [* * *] period during the Term, Patheon shall meet or exceed the written key performance indicators established in good faith by Patheon and Santarus for such [* * *] period (a) collectively, as established with respect to the applicable [* * *] period, the “KPIs”). The Custodian and the Funds may KPIs shall be mutually agreed to from time to time agree to document by the manner in which they expect to deliver Parties and receive the services Parties shall review such KPIs at each [* * *] review meeting contemplated by this AgreementSection 2.12 with the intention of amending, if necessary, the KPIs in respect of the forthcoming [* * *] period. The parties agree that any If no such key performance indicators (hereinafter referred to as “KPIs” oramendments are necessary or if amendments are not agreed, individually as a “KPI”) the KPIs in respect of such forthcoming [* * *] period shall be agreed upon in writing by at least as beneficial to Santarus as the parties and shall be reflected in KPIs for the then current [* * *] period. 2.8.2 In the event that Patheon fails to meet one or more schedules to of the KPIs at any time during the term of this Agreement. The Custodian , then Patheon and the Funds acknowledge that any failure Santarus shall work diligently to perform in accordance with KPIs shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies provided that address such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultation. Nothing in this Section 11 shall modify any party’s applicable standard of care under this Agreement; nor shall any meeting or discussion among the parties regarding KPIs be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreement. (b) The parties agree to periodically review the Custodian’s performance against the KPIs. Where any such review reveals that the Custodian’s performance with respect to any KPI has been unsatisfactoryincluding, as measured in accordance with any schedule to this Agreement pertaining to such KPI, for three consecutive months (a “Rectification Trigger”)without limitation, the Funds may, in their sole discretion, invoke the process set out in this Section 11(b):following: (i) The Custodian Patheon’s business director and the Director of Contract Manufacturing of Santarus shall investigate, assemble and preserve (in accordance with its records management policy) all pertinent information with respect to, and report the root causes discuss within [* * *] days of the determination of the sustained failure in order to establish a procedure to address the problem that led to(the “Remediation Plan”). If such discussion does not occur within such [* * *] days or if there is no agreement as to the Remediation Plan (a “Stage 1 Failure”), the Rectification Triggerthen clause (ii) shall apply; (ii) Patheon’s Site Director and Santarus’ Senior Vice President, Product Development and Manufacturing will discuss within [* * *] days of the Stage 1 Failure in order to establish a Remediation Plan. If such discussion does not occur within such [* * *] days or if there is no agreement as to the Remediation Plan (a “Stage 2 Failure”), then clause (iii) shall apply; and (iii) Patheon’s President and Santarus’ President shall discuss within [* * *] days of the Stage 2 Failure in order to establish a Remediation Plan. If the Remediation Plan is either not mutually agreed upon or is not, in the reasonable judgment of Santarus, implemented satisfactorily, then Patheon shall be deemed to be in material breach of its obligations hereunder. The Custodian Parties may mutually agree to extend any of the time periods referenced in this Section 2.8. 2.8.3 Notwithstanding anything to the contrary in this Section 2.8, Patheon shall propose an appropriate written corrective action plan (“Rectification Plan”) not be responsible for the failure to achieve the KPIs to the extent caused by any of the following events: *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such the omitted portions. (i) Santarus’ failure and in any event within ten to have delivered to Patheon adequate supplies of Bulk OME; (10ii) business days, or as otherwise reasonably agreed by the parties. The Rectification Plan shall set out the anticipated improvements (“Anticipated Improvements”) and the timeline over which those improvements are expected to be realized (“Plan Period”), which shall be no longer than sixty (60) days (without the FundsSantarus’ prior written consent). The Funds shall review the Rectification Plan within five (5) business days and shall (without liability or any resulting obligation or deemed acceptance of approach) comment on the Rectification Plan, suggest improvements and challenge any assumptions and ideas embodied in the Rectification Plan. It is acknowledged that the Funds shall not be obligated or required to acknowledge the Rectification Plan will achieve the relevant KPIs. Upon approval of the Rectification Plan, the Custodian shall, as soon as reasonably practicable, implement the Rectification Plan so as failure to deliver the anticipated improvementsForecasts in accordance with Section 2.2.2; (iii) The Custodian shall provide Santarus’ failure to timely deliver amended Specifications in the Funds with regular updates of event that the progress of the Rectification Plan and the parties shall periodically review the progress during the Plan PeriodSpecifications are amended pursuant to Section 3.6.1 or 3.6.2; (iv) The Custodian shall as soon as reasonably practicable notify Santarus’ failure to deliver the Funds Firm Purchase Orders in writing of any material changes to the Rectification Plan from time to time accordance with Sections 2.2.3 and the reasons for those changes2.2.5; andor (v) At Santarus’ failure to timely complete the end final release of the Plan Period, Finished Product in the Custodian shall report on whether the Rectification Plan has delivered the Anticipated Improvements in accordance with this Section 11(b)absence of any production or quality issues.

Key Performance Indicators. (a) The Custodian and 2.8.1 For each [***] period during the Funds may from time to time agree to document Term, Manufacturer shall meet or exceed the manner in which they expect to deliver and receive the services contemplated by this Agreement. The parties agree that any such key performance indicators established in good faith by Manufacturer and Santarus for such *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. [***] period (hereinafter referred collectively, as established with respect to as “KPIs” orthe applicable [***] period, individually as a “KPI”) the "KPIS"). The preliminary categories of KPIs in respect of the first [***] period following Commencement of Commercial Manufacturing are set forth in EXHIBIT C, and the parties mutually agree to refine such KPIs reasonably in advance of the Commencement of Commercial Manufacturing. Thereafter, the KPIs will be reviewed by Manufacturer and Santarus at each [***] review meeting contemplated by Section 2.12 with the intention of amending, if necessary, the KPIs in respect of the forthcoming [***] period. If no such amendments are necessary or if amendments are not agreed, the KPIs in respect of such forthcoming [***] period shall be agreed upon in writing by at least as beneficial to Santarus as the parties and shall be reflected in KPIs for the then current [***] period. 2.8.2 In the event that Manufacturer fails to meet one or more schedules to of the KPIs at any time during the term of this Agreement. The Custodian , then Manufacturer and the Funds acknowledge that any failure Santarus shall work diligently to perform in accordance with KPIs shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies provided that address such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultation. Nothing in this Section 11 shall modify any party’s applicable standard of care under this Agreement; nor shall any meeting or discussion among the parties regarding KPIs be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreement. (b) The parties agree to periodically review the Custodian’s performance against the KPIs. Where any such review reveals that the Custodian’s performance with respect to any KPI has been unsatisfactoryincluding, as measured in accordance with any schedule to this Agreement pertaining to such KPI, for three consecutive months (a “Rectification Trigger”)without limitation, the Funds may, in their sole discretion, invoke the process set out in this Section 11(b):following: (i) The Custodian Manufacturer's Customer Service Director and the Senior Manager of Supply Chain Management of Santarus shall investigate, assemble and preserve meet within five (in accordance with its records management policy5) all pertinent information with respect to, and report the root causes days of the determination of the sustained failure in order to establish a procedure to address the problem that led to(the "REMEDIATION PLAN"). If such meeting does not occur within such five (5) days or if there is no agreement as to the Remediation Plan (a "STAGE 1 FAILURE"), the Rectification Triggerthen clause (ii) shall apply; (ii) The Custodian shall propose an appropriate written corrective action plan (“Rectification Plan”) with respect to such failure and in any event within ten (10) business days, or as otherwise reasonably agreed by the parties. The Rectification Plan shall set out the anticipated improvements (“Anticipated Improvements”) Manufacturer's Plant Manager and the timeline over which those improvements are expected to be realized (“Plan Period”), which Director of Manufacturing of Santarus shall be no longer than sixty (60) days (without the Funds’ prior written consent). The Funds shall review the Rectification Plan meet within five (5) business days and shall (without liability or any resulting obligation or deemed acceptance of approach) comment on the Rectification Plan, suggest improvements and challenge any assumptions and ideas embodied Stage 1 Failure in the Rectification order to establish a Remediation Plan. It If such meeting does not occur within such five (5) days or if there is acknowledged that the Funds shall not be obligated or required to acknowledge the Rectification Plan will achieve the relevant KPIs. Upon approval of the Rectification Plan, the Custodian shall, as soon as reasonably practicable, implement the Rectification Plan so no agreement as to deliver the anticipated improvements;Remediation Plan (a "STAGE 2 FAILURE"), then clause (iii) shall apply; and (iii) The Custodian Manufacturer's President and Senior Vice President, Manufacturing and Product Development of Santarus shall provide the Funds with regular updates meet within five (5) days of the progress Stage 2 Failure in order to establish a Remediation Plan. If the Remediation Plan is either not mutually agreed upon or is not, in the reasonable judgment of the Rectification Plan Santarus, implemented satisfactorily, then Manufacturer shall be deemed to be in material breach of its obligations hereunder and the parties shall periodically review the progress during the Plan Period; (iv) The Custodian shall as soon as reasonably practicable notify the Funds will be formally notified in writing of such status by the appropriate Santarus personnel. The Parties may mutually agree in writing to extend any material changes to the Rectification Plan from time to time and the reasons for those changes; and (v) At the end of the Plan Period, the Custodian shall report on whether the Rectification Plan has delivered the Anticipated Improvements time periods referenced in accordance with this Section 11(b)2.8.

Key Performance Indicators. (a) The Custodian BNY Mellon and the Funds Investment Advisor may from time to time agree to document the manner in which they expect to deliver and receive the services contemplated by this Agreement. The parties agree that any such key performance indicators (hereinafter referred to as “KPIs” or, individually as a “KPI”) shall be agreed upon in writing by the parties and shall be reflected in one or more schedules to this Agreement. The Custodian BNY Mellon and the Funds Investment Advisor acknowledge that any failure to perform in accordance with KPIs shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies remedies, provided that that, such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultation. Nothing in this Section 11 6 shall modify any party’s applicable standard of care under this Agreement; nor shall any meeting or discussion among the parties regarding KPIs be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreement. (b) The parties agree to periodically review the CustodianBNY Mellon’s performance against the KPIs. Where any such review reveals that the CustodianBNY Mellon’s performance with respect to any KPI has been unsatisfactory, as measured in accordance with any schedule to this Agreement pertaining to such KPI, for three consecutive months (a “Rectification Trigger”), the Funds Investment Advisors may, in their its sole discretion, invoke the process set out in this Section 11(b6(b): (i) The Custodian BNY Mellon shall investigate, assemble and preserve (in accordance with its records management policy) all pertinent information with respect to, and report the root causes of the problem that led to, to the Rectification Trigger; (ii) The Custodian BNY Mellon shall propose an appropriate written corrective action plan (“Rectification Plan”) with respect to such failure and in any event within ten (10) business days, or as otherwise reasonably agreed by the parties. The Rectification Plan shall set out the anticipated improvements (“Anticipated Improvements”) and the timeline over which those improvements are expected to be realized (“Plan Period”), which shall be no longer than sixty (60) days (without the Funds’ Investment Advisor’s prior written consent, not to be unreasonably withheld or delayed). The Funds Investment Advisor shall review the Rectification Plan within five (5) business days and shall (without liability or any resulting obligation or deemed acceptance of approach) comment on the Rectification Plan, suggest improvements and challenge any assumptions and ideas embodied in the Rectification Plan. It is acknowledged that the Funds Investment Advisor shall not be obligated or required to acknowledge the Rectification Plan will achieve the relevant KPIs. Upon approval of the Rectification Plan, the Custodian BNY Mellon shall, as soon as reasonably practicable, implement the Rectification Plan so as to deliver the anticipated improvements; (iii) The Custodian BNY Mellon shall provide the Funds Investment Advisor with regular updates of the progress of the Rectification Plan and the parties shall periodically review the progress during the Plan Period; (iv) The Custodian BNY Mellon shall as soon as reasonably practicable notify the Funds Investment Advisor in writing of any material changes to the Rectification Plan from time to time and the reasons for those changes; and (v) At the end of the Plan Period, the Custodian BNY Mellon shall report on whether the Rectification Plan has delivered the Anticipated Improvements in accordance with this Section 11(b6(b).

Key Performance Indicators. (a) The Custodian and 2.8.1 For each [***] period during the Funds may from time to time agree to document Term, Patheon shall meet or exceed the manner in which they expect to deliver and receive the services contemplated by this Agreement. The parties agree that any such key performance indicators established in good faith by Patheon and Santarus for such [***] period (hereinafter referred collectively, as established with respect to as the applicable [***] period, the “KPIs” or”). The current KPIs are set forth in Exhibit C, individually as a “KPI”) and the parties mutually agree to review such KPIs at each [***] review meeting contemplated by Section 2.12 with the intention of amending, if necessary, the KPIs in respect of the forthcoming [***] period. If no such amendments are necessary or if amendments are not agreed, the KPIs in respect of such forthcoming [***] period shall be agreed upon in writing by at least as beneficial to Santarus as the parties and shall be reflected in KPIs for the then current [***] period. 2.8.2 In the event that Patheon fails to meet one or more schedules to of the KPIs at any time during the term of this Agreement. The Custodian , then Patheon and the Funds acknowledge that any failure Santarus shall work diligently to perform in accordance with KPIs shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies provided that address such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultation. Nothing in this Section 11 shall modify any party’s applicable standard of care under this Agreement; nor shall any meeting or discussion among the parties regarding KPIs be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreement. (b) The parties agree to periodically review the Custodian’s performance against the KPIs. Where any such review reveals that the Custodian’s performance with respect to any KPI has been unsatisfactoryincluding, as measured in accordance with any schedule to this Agreement pertaining to such KPI, for three consecutive months (a “Rectification Trigger”)without limitation, the Funds may, in their sole discretion, invoke the process set out in this Section 11(b):following: (i) The Custodian Patheon’s site director and the Director of Contracting of Santarus shall investigatemeet within [***] days of the determination of the sustained failure in order to establish a procedure to address the problem (the “Remediation Plan”). If such meeting does not occur within such [***] days or if there is no agreement as to the Remediation Plan (a “Stage 1 Failure”), assemble then clause (ii) shall apply; *** Certain information on this page has been omitted and preserve (in accordance filed separately with its records management policy) all pertinent information the Securities and Exchange Commission. Confidential treatment has been requested with respect toto the omitted portions. (ii) Patheon’s Senior Vice President, Canadian Operations and report the root causes Santarus’ Senior Vice President, Product Development and Manufacturing will meet within [***] days of the problem that led toStage 1 Failure in order to establish a Remediation Plan. If such meeting does not occur within such [***] days or if there is no agreement as to the Remediation Plan (a “Stage 2 Failure”), then clause (iii) shall apply; and (iii) Patheon’s President and Santarus’ President shall meet within [***] days of the Rectification TriggerStage 2 Failure in order to establish a Remediation Plan. If the Remediation Plan is either not mutually agreed upon or is not, in the reasonable judgment of Santarus, implemented satisfactorily, then Patheon shall be deemed to be in material breach of its obligations hereunder. The Parties may mutually agree to extend any of the time periods referenced in this Section 2.8. 2.8.3 Notwithstanding anything to the contrary in this Section 2.8, Patheon shall not be responsible for the failure to achieve the KPIs to the extent caused by any of the following events: (i) Santarus’ failure to have delivered to Patheon adequate supplies of Bulk API; (ii) The Custodian shall propose an appropriate written corrective action plan (“Rectification Plan”) with respect to such Santarus’ failure and in any event within ten (10) business days, or as otherwise reasonably agreed by the parties. The Rectification Plan shall set out the anticipated improvements (“Anticipated Improvements”) and the timeline over which those improvements are expected to be realized (“Plan Period”), which shall be no longer than sixty (60) days (without the Funds’ prior written consent). The Funds shall review the Rectification Plan within five (5) business days and shall (without liability or any resulting obligation or deemed acceptance of approach) comment on the Rectification Plan, suggest improvements and challenge any assumptions and ideas embodied in the Rectification Plan. It is acknowledged that the Funds shall not be obligated or required to acknowledge the Rectification Plan will achieve the relevant KPIs. Upon approval of the Rectification Plan, the Custodian shall, as soon as reasonably practicable, implement the Rectification Plan so as to deliver the anticipated improvementsForecasts in accordance with Section 2.2.2; (iii) The Custodian shall provide Santarus’ failure to timely deliver amended Specifications in the Funds with regular updates of event that the progress of the Rectification Plan and the parties shall periodically review the progress during the Plan PeriodSpecifications are amended pursuant to Section 3.6.1 or 3.6.2; (iv) The Custodian shall as soon as reasonably practicable notify Santarus’ failure to deliver the Funds Firm Purchase Orders in writing of any material changes to the Rectification Plan from time to time accordance with Sections 2.2.3 and the reasons for those changes2.2.5; andor (v) At Santarus’ failure to timely complete the end final release of the Plan Period, Finished Product in the Custodian shall report on whether the Rectification Plan has delivered the Anticipated Improvements in accordance with this Section 11(b)absence of any production or quality issues.

Key Performance Indicators. (a) The Custodian and the Funds may from time to time agree to document the manner in which they expect to deliver and receive the services contemplated by this Agreement. The parties agree that any such Parties have established a list of key performance perfonnance indicators (hereinafter referred "KPIs"), attached as Schedule F. Within thirty (30) Days of the end of each Operating Year, AOGP shall provide PREPA with a reconciliation indicating AOGP's performance with respect to each KPI, including actual Third Party Costs, AOGP Employee Costs and AOGP Management Costs incurred as “KPIs” orcompared to the Operating Budget, individually as along with applicable reasonable supporting documentation reasonably acceptable to PREPA. For the purposes of determining whether a “KPI”given KPI target has or has not been met, Operating Budget Exclusions other than those set forth in Clause 8.2(a)(i) shall and (ii) will be agreed upon in writing by excluded from the parties and shall be reflected in one or more schedules to this Agreement. The Custodian and the Funds acknowledge that any failure to perform in accordance with KPIs shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies provided that such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultation. Nothing in this Section 11 shall modify any party’s applicable standard of care under this Agreement; nor shall any meeting or discussion among the parties regarding KPIs be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreementreconciliation. (b) The parties agree to periodically review the Custodian’s performance against the KPIs. Where any such review reveals that the Custodian’s performance with respect to any KPI has been unsatisfactoryPREPA shall, as measured in accordance with any schedule to this Agreement pertaining to such KPI, for three consecutive months (a “Rectification Trigger”), the Funds may, in their sole discretion, invoke the process set out in this Section 11(b): (i) The Custodian shall investigate, assemble and preserve (in accordance with its records management policy) all pertinent information with respect to, and report the root causes of the problem that led to, the Rectification Trigger; (ii) The Custodian shall propose an appropriate written corrective action plan (“Rectification Plan”) with respect to such failure and in any event within ten (10) business daysDays of receipt of the reconciliation from AOGP, accept such reconciliation (an ''Approved Reconciliation") or as otherwise reasonably agreed by provide written Notice detailing its disagreements. If the parties. The Rectification Plan Parties cannot agree on the reconciliation within thirty (30) Days of PREPA's Notice, using commercially reasonable efforts to agree upon the contents thereof, the matter shall set out the anticipated improvements (“Anticipated Improvements”) and the timeline over which those improvements are expected be referred to be realized (“Plan Period”)an Independent Expert, which shall be no longer than sixty (60) days (without determine the Funds’ prior written consent)appropriate reconciliation. The Funds Independent Expert shall review be instructed to provide its determination regarding the Rectification Plan reconciliation within thirty (30) Days of being engaged. Such determination shall be final and non-appealable and binding on the Parties, and such reconciliation shall be deemed an Approved Reconciliation. The costs and expenses of the Independent Expert shall be paid 50% by PREPA and 50% by AOGP. (c) In the event an Approved Reconciliation indicates a KPI target has not been met, the Management Fee will be adjusted downward by the amount set out in Schedule F, and AOGP will repay such amount to PREPA within thirty (30) Days of the Approved Reconciliation. (d) In no event shall the cumulative downward adjustment(s) of the Management Fee for a given Operating Year pursuant to Clause 8.6(c) (i) exceed five percent (5%) business days and shall (without liability or any resulting obligation or deemed acceptance of approach) comment on the Rectification Plan, suggest improvements and challenge any assumptions and ideas embodied in the Rectification Plan. It is acknowledged that the Funds shall not be obligated or required to acknowledge the Rectification Plan will achieve the relevant KPIs. Upon approval of the Rectification Planannual Management Fee or (ii) affect PREPA's obligation to reimburse AOGP for Third Party Costs, AOGP Employee Costs or AOGP Management Costs pursuant to the Custodian shall, as soon as reasonably practicable, implement the Rectification Plan so as to deliver the anticipated improvements; (iii) The Custodian shall provide the Funds with regular updates terms of this Agreement. Any downward adjustment of the progress of the Rectification Plan Management Fee shall be PREPA's sole and the parties shall periodically review the progress during the Plan Period; (iv) The Custodian shall as soon as reasonably practicable notify the Funds in writing of any material changes exclusive remedy for AOGP's failure to the Rectification Plan from time to time and the reasons for those changes; and (v) At the end of the Plan Period, the Custodian shall report on whether the Rectification Plan has delivered the Anticipated Improvements in accordance with this Section 11(b)meet a KPI target.