Plan Processor Sample Clauses

Plan Processor. (a) The Initial Plan Processor shall be selected in accordance with Article V and shall serve as the Plan Processor until its resignation or removal from such position in accordance with this Section 6.1. The Company, under the direction of the Operating Committee shall enter into one or more agreements with the Plan Processor obligating the Plan Processor to perform the functions and duties contemplated by this Agreement to be performed by the Plan Processor, as well as such other functions and duties the Operating Committee deems necessary or appropriate. (b) The Plan Processor may appoint such officers of the Plan Processor as it deems necessary and appropriate to perform its functions under this Agreement and SEC Rule 613; provided that the Plan Processor shall, at a minimum, appoint, in accordance with Section 6.2: (i) the Chief Compliance Officer; (ii) the Chief Information Security Officer; and (iii) the Independent Auditor. Notwithstanding anything to the contrary, the Operating Committee, by Supermajority Vote, shall approve any appointment or removal of the Chief Compliance Officer, the Chief Information Security Officer, or the Independent Auditor. (c) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement policies, procedures, and control structures related to the CAT System that are consistent with SEC Rule 613(e)(4), Appendix C, and Appendix D. (d) The Plan Processor shall: (i) comply with applicable provisions of 15 U.S.C. § 78u-6 (Securities Whistleblower Incentives and Protection) and the recordkeeping requirements of SEC Rule 613(e)(8); (ii) consistent with Appendix D, Central Repository Requirements, ensure the effective management and operation of the Central Repository; (iii) consistent with Appendix D, Data Management, ensure the accuracy of the consolidation of the CAT Data reported to the Central Repository pursuant to Section 6.3 and Section 6.4; and (iv) consistent with Appendix D, Upgrade Process and Development of New Functionality, design and implement appropriate policies and procedures governing the determination to develop new functionality for the CAT including, among other requirements, a mechanism by which changes can be suggested by Advisory Committee members, Participants, or the SEC. Such policies and procedures also shall: (A) provide for the escalation of reviews of proposed technological changes and upgrades (including as required by Section 6.1(i) and Section 6.1(j) or a...