Common use of Audits and Regulatory Examinations Clause in Contracts

Audits and Regulatory Examinations. (a) Program Manager agrees to: (i) submit to any audit or examination of Program Manager’s facilities, records, and personnel regarding the Program which may be required by any auditing function of Bank or any Regulatory Authority or System with audit and examination authority over Bank, to the fullest extent required by such Regulatory Authority or System; (ii) promptly provide to Bank any information that may be required by any auditor, Regulatory Authority or System in connection with their audit or review of Bank or the Program(s) and reasonably cooperate with such auditor, Regulatory Authority or System in connection with such any audit or review; and (iii) promptly provide such other information as Bank, System or any Regulatory Authority may from time to time reasonably request with respect to the financial condition of Program Manager. Bank may, upon ten (10) Business Days prior written notice, require an annual operational audit of Program Manager’s operations to be performed during normal business hours by Bank or a third party designated by Bank. *** Confidential Treatment Requested Bank shall be responsible for all costs and expenses associated any inspection, audit or examination conducted pursuant to this subsection (a). In the event that any audit or examination under this Section 7.3(a) is initiated or required by any Regulatory Authority or System, Bank and Program Manager will each be responsible for 50% of all third-party costs and expenses associated with any such audit or examination. In the event that any audit or examination under this Section 7.3(a) is initiated by Bank and is not required by any Regulatory Authority or System, Bank will be responsible for all costs and expenses associated with any such audit or examination; provided, however, that if such audit or examination is being conducted as a result of a Material Adverse Change with respect to Program Manager, Program Manager will be responsible for all costs and expenses associated any such audit or examination. (b) Bank agrees to (i) promptly provide Program Manager any information that may be required by any auditor, Regulatory Authority or System in connection with any inquiry directed to Program Manager, or their audit or review of Program Manager and reasonably cooperate with such auditor, Regulatory Authority or System in connection with such any inquiry, audit or review; and (ii) promptly provide such other information as Program Manager may from time to time reasonably request relating to the Bank or the Program(s). With respect to clause (i) of the foregoing, Bank and Program Manager will each be responsible for 50% of all third-party costs and expenses associated therewith. With respect to clause (ii), Program Manager will be responsible for all costs and expenses associated therewith; provided, however, that if request is made by Program Manager a result of a Material Adverse Change with respect to Bank, Bank will be responsible for all costs and expenses associated any such audit or examination.

Audits and Regulatory Examinations. (a) Program Manager agrees to: (i) submit to any audit or examination of Program Manager’s facilities, records, and personnel regarding the Program which may be required by any auditing function of Bank or any Regulatory Authority or System with audit and examination authority over Bank, to the fullest extent required by such Regulatory Authority or System; (ii) promptly provide to Bank any information that may be required by any auditor, Regulatory Authority or System in connection with their audit or review of Bank or the Program(s) and reasonably cooperate with such auditor, Regulatory Authority or System in connection with such any audit or review; and (iii) promptly provide such other information as Bank, System or any Regulatory Authority may from time to time reasonably request with respect to the financial condition of Program Manager. Bank may, upon ten (10) Business Days prior written notice, require an annual operational audit of Program Manager’s operations to be performed during normal business hours by Bank or a third party designated by Bank. *** Confidential Treatment Requested Bank shall be responsible for all costs and expenses associated any inspection, audit or examination conducted pursuant to this subsection (a). In the event that any audit or examination under this Section 7.3(a) is initiated or required by any Regulatory Authority or System, Bank and Program Manager will each be responsible for 50% of all third-party costs and expenses associated with any such audit or examination. In the event that any audit or examination under this Section 7.3(a) is initiated by Bank and is not required by any Regulatory Authority or System, Bank will be responsible for all costs and expenses associated with any such audit or examination; provided, however, that if such audit or examination is being conducted as a result of a Material Adverse Change with respect to Program Manager, Program Manager will be responsible for all costs and expenses associated any such audit or examination. (b) Bank agrees to (i) promptly provide Program Manager any information that may be required by any auditor, Regulatory Authority or System in connection with any inquiry directed to Program Manager, or their audit or review of Program Manager and reasonably cooperate with such auditor, Regulatory Authority or System in connection with such any inquiry, audit or review; and (ii) promptly provide such other information as Program Manager may from time to time reasonably request relating to the Bank or the Program(s). With respect to clause (i) of the foregoing, Bank and Program Manager will each be responsible for 50% of all third-party costs and expenses associated therewith. With respect to clause (ii), Program Manager will be responsible for all costs and expenses associated *** Confidential Treatment Requested therewith; provided, however, that if request is made by Program Manager a result of a Material Adverse Change with respect to Bank, Bank will be responsible for all costs and expenses associated any such audit or examination.

Audits and Regulatory Examinations. (a) Program Manager agrees to: (i) submit to any audit or examination of Program Manager’s facilities, records, and personnel regarding the Program which may be required by any auditing function of Bank or any Regulatory Authority or System with audit and examination authority over Bank, to the fullest extent required by such Regulatory Authority or System; (ii) promptly provide to Bank any information that may be required by any auditor, Regulatory Authority or System in connection with their audit or review of Bank or the Program(s) and reasonably cooperate with such auditor, Regulatory Authority or System in connection with such any audit or review; and (iii) promptly provide such other information as Bank, System or any Regulatory Authority may from time to time reasonably request with respect to the financial condition of Program Manager. Bank may, upon ten (10) Business Days prior written notice, require an annual operational audit of Program Manager’s operations to be performed during normal business hours by Bank or a third party designated by Bank. *** Confidential Treatment Requested Bank shall be responsible for all costs and expenses associated any inspection, audit or examination conducted pursuant to this subsection (a). In the event that any audit or examination under this Section 7.3(a) is initiated or required by any Regulatory Authority or System, Bank and Program Manager will each be responsible for 50% of all third-party costs and expenses associated with any such audit or examination. In the event that any audit or examination under this Section 7.3(a) is initiated by Bank and is not required by any Regulatory Authority or System, Bank will be responsible for all costs and expenses associated with any such audit or examination; provided, however, that if such audit or examination is being conducted as a result of a Material Adverse Change with respect to Program Manager, Program Manager will be responsible for all costs and expenses associated any such audit or examination. (b) Bank agrees to (i) promptly provide Program Manager any information that may be required by any auditor, Regulatory Authority or System in connection with any inquiry directed to Program Manager, or their audit or review of Program Manager and reasonably cooperate with such auditor, Regulatory Authority or System in connection with such any inquiry, audit or review; and (ii) promptly provide such other information as Program Manager may from time to time reasonably request relating to the Bank or the Program(s). With respect to clause (i) of the foregoing, Bank and Program Manager will each be responsible for 50% of all third-party costs and expenses associated therewith. With respect to clause (ii), Program Manager will be responsible for all costs and expenses associated therewith; provided, however, that if request is made by Program Manager a result of a Material Adverse Change with respect to Bank, Bank will be responsible for all costs and expenses associated any such audit or examination.. *** Confidential Treatment Requested