Common use of Risk Event Reporting Clause in Contracts

Risk Event Reporting. For purposes of the Agreement, a “Risk Event” means any event that occurs in the Administrator’s Operations, which either relates directly to the performance of services for the Managing Member or affects the Administrator’s ability to support an operating model capable of providing the services, that in the reasonable opinion of the Administrator has or is likely to result in (a) harm to the reputation or operations of the Managing Member or any other Federal Reserve Managing Member or the Board of Governors of the Federal Reserve System (a “Federal Reserve System Entity”); (b) risk of financial loss to the Managing Member or any other Federal Reserve System Entity; or (c) risk of legal liability for the Managing Member or any other Federal Reserve System Entity. Risk Events may include, without limitation, unplanned and nonroutine events in the Administrator’s operations; external events that affect the Administrator’s business processes or controls, including security breaches; human errors or technological failures or disruptions to the Administrator’s Operations; and misconduct by the Administrator’s officers or directors or by employees or contractors assigned to provide Services to the Managing Member. Promptly after the Administrator determines that a Risk Event has occurred, the Administrator shall notify the Managing Member by telephone and, if the Risk Event relates to a security breach, by email addressed to in accordance with Section 8 above, provided that the foregoing notice obligation is limited, or excused for such period of time as the Administrator is prohibited by law, rule, regulation, or other governmental authority from notifying the LLC or the Managing Member. In all cases, the Administrator shall send written notice of the Risk Event not more than 72 hours after the Administrator determines that a Risk Event occurred. In all cases, the notice is to describe the Risk Event in reasonable detail. The Administrator shall use commercially reasonable efforts to mitigate the effects of the Risk Event on the Managing Member or other Federal Reserve System Entities and to cooperate with the Managing Member to remediate the root cause and any resulting liability or harm. The Administrator shall notify the Managing Member in writing as soon as practicable of developments regarding the Risk Event, including the root cause of the Risk Event, the Administrator’s assessment of the impact on the Managing Member or other Federal Reserve System Entities, short-term and long-term remediation action plans to be undertaken to address both the Risk Event and its root cause, and periodic progress made 608463 toward completion of the proposed action plans, including notice of the completion of any planned remediation.

Risk Event Reporting. For purposes of the Agreement, a “Risk Event” means any event that occurs in the AdministratorCustodian’s Operations, which either relates directly to the performance of services for the Managing Member or affects the AdministratorCustodian’s ability to support an operating model capable of providing the services, that in the reasonable opinion of the Administrator Custodian has or is likely to result in (a) harm to the reputation or operations of the Managing Member or any other Federal Reserve Managing Member or the Board of Governors of the Federal Reserve System (a “Federal Reserve System Entity”); (b) risk of financial loss to the Managing Member or any other Federal Reserve System Entity; or (c) risk of legal liability for the Managing Member or any other Federal Reserve System Entity. Risk Events may include, without limitation, unplanned and nonroutine events in the AdministratorCustodian’s operations; external events that affect the AdministratorCustodian’s business processes or controls, including security breaches; human errors or technological failures or disruptions to the AdministratorCustodian’s Operations; and misconduct by the AdministratorCustodian’s officers or directors or by employees or contractors assigned to provide Services to the Managing Member. Promptly after the Administrator Custodian determines that a Risk Event has occurred, the Administrator Custodian shall notify the Managing Member by telephone and, if the Risk Event relates to a security breach, by email addressed to in accordance with Section 8 above, provided that the foregoing notice obligation is limited, or excused for such period of time as the Administrator Custodian is prohibited by law, rule, regulation, or other governmental authority from notifying the LLC Borrower or the Managing Member. In all cases, the Administrator Custodian shall send written notice of the Risk Event not more than 72 hours after the Administrator Custodian determines that a Risk Event occurred. In all cases, the notice is to describe the Risk Event in reasonable detail. The Administrator Custodian shall use commercially reasonable efforts to mitigate the effects of the Risk Event on the Managing Member or other Federal Reserve System Entities and to cooperate with the Managing Member to remediate the root cause and any resulting liability or harm. The Administrator Custodian shall notify the Managing Member in writing as soon as practicable of developments regarding the Risk Event, including the root cause of the Risk Event, the AdministratorCustodian’s assessment of the impact on the Managing Member or other Federal Reserve System Entities, short-term and long-term remediation action plans to be undertaken to address both the Risk Event and its root cause, and periodic progress made 608463 toward completion of the proposed action plans, including notice of the completion of any planned remediation.