Common use of Corrective Action Plans Clause in Contracts

Corrective Action Plans. Manager shall prepare a written response to ▇▇▇▇▇▇ Bank (a “Response to Audit Letter”) to all criticisms, recommendations, deficiencies, and violations of Applicable Law identified in reviews conducted by ▇▇▇▇▇▇ Bank, any Regulatory Authority or Network (“Audit Findings”). The Response to Audit Letter shall be delivered to ▇▇▇▇▇▇ Bank within [***] of Manager’s receipt of such Audit Findings, unless directed otherwise by a Regulatory Authority or a Network. The Response to Audit Letter shall include, at a minimum, a detailed discussion of the following: (a) the planned corrective action to address the Audit Findings (“Audit Corrective Action Plan”); (b) employee(s) of Manager tasked to remedy the Audit Findings; (c) remedial actions proposed to be directed to current or past Cardholders negatively impacted by the Audit Findings (provided no such action shall be taken without express written approval from ▇▇▇▇▇▇ Bank); (d) steps to be taken to prevent any recurrence of the Audit Findings; (e) a specific timeframe, not to exceed [***], unless otherwise approved by ▇▇▇▇▇▇ Bank in advance, to implement the Audit Corrective Action Plan (“Corrective Action Plan Deadline”); (f) documentation evidencing that the Audit Corrective Action Plan has been implemented; (g) if additional time is needed to implement the Audit Corrective Action Plan or deviations from the Audit Corrective Action Plan are necessary, a written request shall be submitted to ▇▇▇▇▇▇ Bank detailing the extenuating circumstances that necessitate an extension of the Corrective Action Plan Deadline and such extension request shall be subject to the reasonable approval of ▇▇▇▇▇▇ Bank; and (h) identification of any Audit Findings disputed by Manager or where corrective action is not possible or necessary, supported by a detailed explanation of Manager’s position.

Corrective Action Plans. Manager (i) In the event that completion of a particular Project Milestone for which WST Seller is responsible is not achieved by the date set forth on the Project Schedule (other than as a result of a Force Majeure Event or Buyer-Caused Delay), WST Seller shall prepare promptly (and in any event, within ten (10) Business Days) submit to Buyer a written response proposed Corrective Action Plan, including a revised completion date for such Project Milestone that will allow the Commercial Operation Date to ▇▇▇▇▇▇ Bank be achieved before the Outside Closing Date. Buyer shall notify WST Seller of its approval (a “Response such approval not to Audit Letter”be unreasonably withheld, conditioned or delayed) to all criticisms, recommendations, deficiencies, and violations of Applicable Law identified in reviews conducted by ▇▇▇▇▇▇ Bank, any Regulatory Authority or Network such Corrective Action Plan within ten (“Audit Findings”). The Response to Audit Letter shall be delivered to ▇▇▇▇▇▇ Bank within [***] of Manager10) Business Days following Buyer’s receipt of such Audit Findings, unless directed otherwise by a Regulatory Authority or a Network. The Response to Audit Letter shall include, at a minimum, a detailed discussion of the following: (a) the planned corrective action to address the Audit Findings (“Audit Corrective Action Plan”);. (bii) employee(s) of Manager tasked to remedy the Audit Findings; (c) remedial actions proposed to be directed to current or past Cardholders negatively impacted by the Audit Findings (provided no such action shall be taken without express written approval from ▇▇▇▇▇▇ Bank); (d) steps to be taken to prevent If Buyer reasonably believes that any recurrence of the Audit Findings; (e) a specific timeframe, not to exceed [***], unless otherwise approved by ▇▇▇▇▇▇ Bank in advance, to implement the Audit Corrective Action Plan (“proposed by WST Seller is not feasible, Buyer shall send WST Seller a written notice explaining why it believes such Corrective Action Plan Deadline”); is not feasible within ten (f10) documentation evidencing that the Audit Business Days following Buyer’s receipt of such Corrective Action Plan. Buyer shall be deemed to accept any Corrective Action Plan has been implemented; if it does not send any such written notice within such ten (g10) if additional time is needed to implement the Audit Corrective Action Plan or deviations Business Day period. Within ten (10) Business Days following receipt of any such written notice from the Audit Corrective Action Plan are necessaryBuyer, a written request WST Seller shall be submitted to ▇▇▇▇▇▇ Bank detailing the extenuating circumstances that necessitate an extension of submit the Corrective Action Plan Deadline to the Independent Engineer. The Independent Engineer shall, at the sole cost and expense of WST Seller, review the Corrective Action Plan and determine whether such extension request Corrective Action Plan proposed by WST Seller is feasible. Such determination by the Independent Engineer shall be subject deemed to be agreed to by the reasonable approval of ▇▇▇▇▇▇ Bank; andParties and shall become final and binding upon the Parties for all purposes hereunder. (hiii) identification of WST Seller shall implement and diligently comply with any Audit Findings disputed Corrective Action Plan approved by Manager Buyer (or where corrective action is not possible deemed accepted by Buyer) or necessary, supported determined to be feasible by a detailed explanation of Manager’s positionthe Independent Engineer.

Corrective Action Plans. Manager Company shall prepare a written response to ▇▇▇▇▇▇ Bank (a “Response to Audit Letter”) to all criticisms, recommendations, deficiencies, and violations of Applicable Law Program Standards identified in reviews conducted by ▇▇▇▇▇▇ or on behalf of Bank, any Regulatory Authority or Network (“Audit Findings”). The Response to Audit Letter shall be delivered to ▇▇▇▇▇▇ Bank within [***] of ManagerCompany’s receipt of such Audit Findings, unless directed otherwise by a Regulatory Authority or a Network. The Response to Audit Letter shall include, at a minimum, a detailed discussion of the following: (a) i. the planned corrective action to address the Audit Findings (“Audit Corrective Action Plan”); (b) ii. employee(s) of Manager Company tasked to remedy the Audit Findings; (c) iii. remedial actions proposed to be directed to current or past Cardholders Account Holders negatively impacted by the Audit Findings (provided no such action shall be taken without express written approval from ▇▇▇▇▇▇ Bank); (d) iv. steps to be taken to prevent any recurrence of the Audit Findings; (e) v. a specific timeframe, not to exceed [***], . unless otherwise approved by ▇▇▇▇▇▇ Bank in advance, to implement the Audit Corrective Action Plan (“Corrective Action Plan Deadline”); (f) vi. documentation evidencing that the Audit Corrective Action Plan has been implemented; (g) vii. if additional time is needed to implement the Audit Corrective Action Plan or deviations from the Audit Corrective Action Plan are necessary, a written request shall be submitted to ▇▇▇▇▇▇ Bank detailing the extenuating circumstances that necessitate an extension of the Corrective Action Plan Deadline and such extension request shall be subject to the reasonable approval of ▇▇▇▇▇▇ Bank; and (h) viii. identification of any Audit Findings disputed by Manager Company or where corrective action is not possible or necessary, supported by a detailed explanation of ManagerCompany’s position. In the event Company fails to remediate any Audit Findings by the Corrective Action Plan Deadline, Bank may, in its reasonable and good faith discretion, assess Company a fee of [***] until such Audit Findings are remediated in accordance with this Section 6.12, which amount may be prorated.

Corrective Action Plans. Manager shall prepare a written response to ▇▇▇▇▇▇ Bank (a “Response to Audit Letter”) to all criticisms, recommendations, deficiencies, and violations of Applicable Law identified in reviews conducted by ▇▇▇▇▇▇ Bank, any Regulatory Authority or Network (“Audit Findings”). The Response to Audit Letter shall be delivered to ▇▇▇▇▇▇ Bank within [********] of Manager’s receipt of such Audit Findings, unless directed otherwise by a Regulatory Authority or a Network. .The Response to Audit Letter shall include, at a minimum, a detailed discussion of the following: (a) the planned corrective action to address the Audit Findings (“Audit Corrective Action Plan”); (b) employee(s) of Manager tasked to remedy the Audit Findings; (c) remedial actions proposed to be directed to current or past Cardholders negatively impacted by the Audit Findings (provided no such action shall be taken without express written approval from ▇▇▇▇▇▇ Bank); (d) steps to be taken to prevent any recurrence of the Audit Findings; (e) a specific timeframe, not to exceed [********], unless otherwise approved by ▇▇▇▇▇▇ Bank in advance, to implement the Audit Corrective Action Plan (“Corrective Action Plan Deadline”); (f) documentation evidencing that the Audit Corrective Action Plan has been implemented; (g) if additional time is needed to implement the Audit Corrective Action Plan or deviations from the Audit Corrective Action Plan are necessary, a written request shall be submitted to ▇▇▇▇▇▇ Bank detailing the extenuating circumstances that necessitate an extension of the Corrective Action Plan Deadline and such extension request shall be subject to the reasonable approval of ▇▇▇▇▇▇ Bank; and (h) identification of any Audit Findings disputed by Manager or where corrective action is not possible or necessary, supported by a detailed explanation of Manager’s position.

Corrective Action Plans. Manager shall (a) If the Borrower is required at any time to prepare a written response to ▇▇▇▇▇▇ Bank (a “Response to Audit Letter”) to all criticismsCorrective Action Plan, recommendations, deficiencies, the Borrower shall promptly do so and violations of Applicable Law identified in reviews conducted by ▇▇▇▇▇▇ Bank, any Regulatory Authority or Network (“Audit Findings”). The Response to Audit Letter shall be delivered to ▇▇▇▇▇▇ Bank within [***] of Manager’s receipt of such Audit Findings, unless directed otherwise by a Regulatory Authority or a Network. The Response to Audit Letter shall include, at a minimum, a detailed discussion of the followingshall: (ai) promptly provide the planned corrective action Intercreditor Agent with all such further information and assistance as the Intercreditor Agent requires to address the Audit Findings (“Audit facilitate agreement of each Corrective Action Plan”); (bii) employee(s) of Manager tasked to remedy the Audit Findings; (c) remedial actions proposed to be directed to current or past Cardholders negatively impacted by the Audit Findings (provided no such action shall be taken without express written approval from ▇▇▇▇▇▇ Bank); (d) steps to be taken to prevent any recurrence of the Audit Findings; (e) a specific timeframe, not to exceed [***], unless otherwise approved by ▇▇▇▇▇▇ Bank in advance, to implement the Audit procure that each Corrective Action Plan (“Corrective Action Plan Deadline”)approved by the Intercreditor Agent) is implemented expeditiously in accordance with the terms thereof; (fiii) documentation evidencing that not proceed with implementing the Audit specific components for which involuntary resettlement impacts are identified until the Corrective Action Plan has been implementedapproved by the Intercreditor Agent; (giv) if additional time is needed to implement promptly provide the Audit Intercreditor Agent with such information and monitoring reports as may be specified in the Corrective Action Plan or deviations as requested by the Intercreditor Agent from time to time to confirm the Audit status of the implementation of any such Corrective Action Plan are necessary, a written request shall be submitted to ▇▇▇▇▇▇ Bank detailing the extenuating circumstances that necessitate an extension of the Corrective Action Plan Deadline and such extension request shall be subject to the reasonable approval of ▇▇▇▇▇▇ BankPlan; and (hv) identification provide to the Intercreditor Agent as soon as possible and in any event within five (5) Business Days after any date specified in the approved Corrective Action Plan as being the date by which the relevant event, circumstance or occurrence will be remedied, a notice which either confirms that the relevant remedial action has been completed or which provides details of the reasons why such remedial action has not been completed and the proposed steps being taken to remedy the relevant event, circumstance or occurrence. (b) A Senior Finance Party’s (including the Intercreditor Agent’s approval of a Corrective Action Plan) shall not constitute an express or implied waiver by any Senior Finance Party of any Audit Findings disputed by Manager or where corrective action rights that a Senior Finance Party may have as a result of any Safeguards and Social Non-Compliance which the relevant Corrective Action Plan is not possible or necessary, supported by a detailed explanation of Manager’s positionrequired to remedy.

Corrective Action Plans. Manager Marketer shall prepare a written response to ▇▇▇▇▇▇ Bank CBKC (a “Response to Audit Letter”) to all criticisms, recommendations, deficiencies, and violations of Applicable Law identified in reviews conducted by ▇▇▇▇▇▇ Bankor on behalf of CBKC, any Regulatory Authority or Network (“Audit Findings”). The Response to Audit Letter shall be delivered to ▇▇▇▇▇▇ Bank CBKC within [***] twenty (20) Business Days of ManagerMarketer’s receipt of such Audit Findings, unless directed otherwise by a Regulatory Authority or a Network. The Response to Audit Letter shall include, at a minimum, a detailed discussion of the following: (ai) the planned corrective action to address the Audit Findings (“Audit Corrective Action Plan”); (bii) employee(s) of Manager Marketer tasked to remedy the Audit Findings; (ciii) remedial actions proposed to be directed to current or past Cardholders negatively impacted by the Audit Findings (provided no such action shall be taken without express written approval from ▇▇▇▇▇▇ BankCBKC); (div) steps to be taken to prevent any recurrence of the Audit Findings; (ev) a specific timeframe, not to exceed [***]forty (40) Business Days, unless otherwise approved by ▇▇▇▇▇▇ Bank CBKC in advance, to implement the Audit Corrective Action Plan (“Corrective Action Plan Deadline”); (fvi) documentation evidencing that the Audit Corrective Action Plan has been implemented; (gvii) if additional time is needed to implement the Audit Corrective Action Plan or deviations from the Audit Corrective Action Plan are necessary, a written request shall be submitted to ▇▇▇▇▇▇ Bank CBKC detailing the extenuating circumstances that necessitate an extension of the Corrective Action Plan Deadline and such extension request shall be subject to the reasonable approval of ▇▇▇▇▇▇ BankCBKC; and (hviii) identification of any Audit Findings disputed by Manager Marketer or where corrective action is not possible or necessary, supported by a detailed explanation of ManagerMarketer’s position.