Common use of BTC Audit Rights Clause in Contracts

BTC Audit Rights. Unless prohibited by applicable Laws, the BTC Recipients, their auditors (internal or external) and regulators (to the extent legally required), each as a BTC Recipient may from time to time designate (collectively, the “BTC Auditors”), may perform audits, inspections and examinations of: (i) any location or facility or portion thereof at or from which State Street Personnel are providing the Services (including, as applicable, walk-throughs of primary and backup data centers, subject to generally-applicable restrictions imposed by any third party operators of such data centers); (ii) Subcontractors (subject to the limitations in Section 12.2(a)(iv) below); and (iii) data, books, logs, records and other documentation in any media relating to the Services for the following purposes: (a) to verify and ascertain the accuracy and correctness of volume calculations, Service Levels and other measures of performance, credits and other amounts due and payable to the applicable Parties to the applicable Service Modules hereunder (including by means of access to the most recent publicly-available audited financial statements of State Street and/or its Subcontractors or Permitted Delegates, as applicable, and relevant information on applicable insurance coverages to the extent available to State Street); (b) to verify the integrity of BTC Confidential Information and State Street’s compliance with its duties and obligations with respect to information protection, security and confidentiality, to the extent set forth in Section 12.4(a) below; (c) to verify State Street’s compliance with State Street known laws in any country from or to which Services are provided, including to verify the integrity and correctness of the training and certification qualifications offered to and obtained by State Street Personnel where training or certification is required to comply with State Street known laws; (d) to verify the integrity of any data provided by State Street under a Service Module; (e) to verify State Street’s compliance with regulatory inquiries relating to the BTC Recipients or the Funds; (f) to permit the Chief Compliance Officer of the BTC Funds to comply with the relevant requirements of Rule 38(a)-1; (g) to verify State Street’s compliance with policies and procedures of a BTC Recipient to which State Street is required to comply under a Service Module; and (h) to verify State Street’s compliance with any other provision of this Agreement or the Service Modules. State Street will make State Street Personnel available to the BTC Auditors for the purposes described in this Section above.

BTC Audit Rights. Unless prohibited by applicable Laws, the BTC Recipients, their auditors (internal or external) and regulators (to the extent legally required), each as a BTC Recipient may from time to time designate (collectively, the “BTC Auditors”), may perform audits, inspections and examinations of: (i) any location or facility or portion thereof at or from which State Street Personnel are providing the Services (including, as applicable, walk-throughs of primary and backup data centers, subject to generally-applicable restrictions imposed by any third party operators of such data centers); (ii) Subcontractors (subject to the limitations in Section 12.2(a)(iv) below); and (iii) data, books, logs, records and other documentation in any media relating to the Services for the following purposes: (a) to verify and ascertain the accuracy and correctness of volume calculations, Service Levels and other measures of performance, credits and other amounts due and payable to the applicable Parties to the applicable Service Modules hereunder (including by means of access to the most recent publicly-available audited financial statements of State Street and/or its Subcontractors or Permitted Delegates, as applicable, and relevant information on applicable insurance coverages to the extent available to State Street); (b) to verify the integrity of BTC Confidential Information and State Street’s compliance with its duties and obligations with respect to information protection, security and confidentiality, to the extent set forth in Section 12.4(a) below; (c) to verify State Street’s compliance with State Street known laws in any country from or to which Services are provided, including to verify the integrity and correctness of the training and certification qualifications offered to and obtained by State Street Personnel where training or certification is required to comply with State Street known laws; (d) to verify the integrity of any data provided by State Street under a Service Module; (e) to verify State Street’s compliance with regulatory inquiries relating to the BTC Recipients or the Funds; (f) to permit the Chief Compliance Officer of the BTC Funds to comply with the relevant requirements of Rule 38(a)-1; (g) to verify State Street’s compliance with policies and procedures of a BTC Recipient to which State Street is required to comply under a Service Module; and (h) to verify State Street’s compliance with any other provision of this Agreement or the Service Modules. State Street will make State Street Personnel available to the BTC Auditors for the purposes described in this Section above.. Master Services Agreement 32 BTC | State Street CONFIDENTIAL

BTC Audit Rights. Unless prohibited by applicable Laws, the BTC Recipients, their auditors (internal or external) and regulators (to the extent legally required), each as a BTC Recipient may from time to time designate (collectively, the “"BTC Auditors”"), may perform audits, inspections and examinations of: (i) any location or facility or portion thereof at or from which State Street Personnel are providing the Services (including, as applicable, walk-throughs of primary and backup data centers, subject to generally-applicable restrictions imposed by any third party operators of such data centers); (ii) Subcontractors (subject to the limitations in Section 12.2(a)(iv) below); and (iii) data, books, logs, records and other documentation in any media relating to the Services for the following purposes: (a) to verify and ascertain the accuracy and correctness of volume calculations, Service Levels and other measures of performance, credits and other amounts due and payable to the applicable Parties to the applicable Service Modules hereunder (including by means of access to the most recent publicly-available audited financial statements of State Street and/or its Subcontractors or Permitted Delegates, as applicable, and relevant information on applicable insurance coverages to the extent available to State Street); (b) to verify the integrity of BTC Confidential Information and State Street’s 's compliance with its duties and obligations with respect to information protection, security and confidentiality, to the extent set forth in Section 12.4(a) 12.4 below; (c) to verify State Street’s 's compliance with State Street known laws Known Laws in any country from or to which Services are provided, including to verify the integrity and correctness of the training and certification qualifications offered to and obtained by State Street Personnel where training or certification is required to comply with State Street known laws;Known Laws; Master Services Agreement 31 BTC | State Street (d) to verify the integrity of any data provided by State Street under a Service Module; (e) to verify State Street’s 's compliance with regulatory inquiries relating to the BTC Recipients or the Funds; (f) to permit the Chief Compliance Officer of the BTC Funds to comply with the relevant requirements of Rule 38(a)-1; (g) to verify State Street’s 's compliance with policies and procedures of a BTC Recipient to which State Street is required to comply under a Service Module; and (h) to verify State Street’s 's compliance with any other provision of this Agreement or the Service Modules. State Street will make State Street Personnel available to the BTC Auditors for the purposes described in this Section above.