Common use of General Audits Clause in Contracts

General Audits. SunTrust shall have the right to review, inspect and audit, at SunTrust’s expense, at such reasonable times as mutually agreed by the Parties, and upon at least ten (10) Business Days’ advance notice, the books, records, documents, other writings, information, whether in hard copies, electronic form or otherwise, of FMC or any Affiliate thereto performing Services to the extent related to: (i) such Party’s activities hereunder or (ii) conformance with such Party’s obligations hereunder. Upon at least ten (10) Business Days’ advance written notice to FMC, and subject to FMC’s reasonable security requirements, FMC shall provide to SunTrust (and SunTrust’s internal and external auditors, inspectors, regulators and other representatives that SunTrust may designate from time to time) access at reasonable hours to FMC’s Personnel, to the facilities at or from which Services are then being provided, and to FMC’s records and other pertinent information, all to the extent relevant to FMC’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections of FMC and its businesses and to examine FMC’s performance under this Agreement, including: (a) verifying the integrity of data related to or concerning systems in FMC’s possession and control; (b) examining the systems that process, store, support and transmit such data; (c) examining the controls (e.g., organizational controls, input/output controls, system modification controls, processing controls, system design controls and access controls) and the security, disaster recovery and back-up practices and procedures; (d) examining FMC’s measurement, monitoring and management tools; and (e) enabling SunTrust to meet applicable legal, regulatory and contractual requirements. FMC shall provide any assistance reasonably requested by SunTrust or its designee, and at SunTrust’s expense, in conducting any such audit. Such audit and any information obtained therefrom shall be subject to the confidentiality restrictions contained in this Agreement and SunTrust shall be responsible for enforcing such restrictions with respect to its internal and external auditors, inspectors, regulators (to the extent permitted by Requirements of Law) and other representatives. SunTrust shall also have the right to perform a monthly audit of Application and Loan files at a time and using procedures mutually acceptable to FMER and SunTrust.

General Audits. SunTrust Lender shall have the right to review, inspect and audit, annually, at SunTrustLender’s expense, at such reasonable times as mutually agreed by the Parties, and upon at least ten thirty (1030) Business Daysdays’ advance notice, the books, records, documents, other writings, information, whether in hard copies, electronic form or otherwise, of FMC or any Affiliate thereto performing Services to the extent related to: (i) such Party’s activities hereunder or (ii) conformance with such Party’s obligations hereunder. Upon at least ten thirty (1030) Business Daysdays’ advance written notice to FMC, and subject to FMC’s reasonable security requirements, FMC shall provide to SunTrust Lender (and SunTrustLender’s internal and external auditors, inspectors, regulators and other representatives that SunTrust Lender may designate from time to time) access at reasonable hours to FMC’s Personnel, to the facilities at or from which Services are then being provided, and to FMC’s records and other pertinent information, all to the extent relevant to FMC’s performance of its obligations under this Agreement. Such access shall be provided for the purpose of performing and to the extent required to perform audits and inspections of FMC and its businesses and to examine FMC’s performance under this Agreement, including: (a) verifying the integrity of data related to or concerning systems in FMC’s possession and control; (b) examining the systems that process, store, support and transmit such data; (c) examining the controls (e.g., organizational controls, input/output controls, system modification controls, processing controls, and system design controls and access controls) ); and the security, disaster recovery and back-up practices and procedures; (d) examining FMC’s measurement, monitoring and management tools; and (e) enabling SunTrust Lender to meet applicable legal, regulatory and contractual requirements. Notwithstanding the foregoing or any other provision of this Section 10.3.1, any audit of FMER or FMER’s Security Systems or any other information security audit shall be subject to and conducted in accordance with Article 14 hereof, in addition to this Article 10. FMC and FMER shall provide any assistance reasonably requested by SunTrust Lender or its designee, and at SunTrustLender’s expense, in conducting any such audit. Such Lender will reasonably determine the extent and methodology of the audit subject to the approval of FMC, such approval not to be unreasonably withheld. Lender will use reasonable, industry-standard precautions to prevent or minimize any risks to FMC’s security systems that may be associated with any such audit or examination, and the Parties will cooperate in structuring the audit examination so as to avoid harming the rights and interests of FMC or any third parties. All aspects of such audit and any information obtained therefrom shall be subject to the confidentiality restrictions contained in this Agreement and SunTrust Lender shall be responsible for enforcing such restrictions and all other provisions of this Article 10 with respect to its internal and external auditors, inspectors, regulators (to the extent permitted by Requirements of Law), Personnel and/or agents, and for any violations of any such restrictions or provisions by any of them. In no event shall Lender retain any code from FMC’s or FMER’s systems or decompile, disassemble, or reverse engineer any such code, in whole or in part. Neither Lender nor any of its representatives shall introduce any malicious or unauthorized code (virus, Trojans, worms, trap door, etc.) or undisclosed features into FMC’s or FMER’s systems intending to disable, deactivate, interfere with or otherwise harm such systems or data or provide access not authorized by FMC or FMER. Upon request, Lender shall provide to FMC the results of, and other representatives. SunTrust shall also have the right to perform a monthly audit any data obtained from, any vulnerability assessment of Application and Loan files at a time and using procedures mutually acceptable to FMER and SunTrustFMC’s or FMER’s system.

General Audits. SunTrust shall have the right to review, inspect and audit, at SunTrust’s expense, at such reasonable times as mutually agreed by the Parties, and upon at least ten (10) Business Days’ advance noticenotice (except in the event SunTrust articulates to FMC in writing a reasonable basis to believe that FMC or FMER may have materially breached its obligations under this Agreement, in which case no such notice is required), the books, records, documents, other writings, information, whether in hard copies, electronic form or otherwise, of FMC or any Affiliate thereto performing Services to the extent related to: (i) such Party’s activities hereunder or (ii) conformance with such Party’s obligations hereunder. Upon at least ten (10) Business Days’ advance written notice to FMC, and subject to FMC’s reasonable security requirements, FMC shall provide to SunTrust (and SunTrust’s internal and external auditors, inspectors, regulators and other representatives that SunTrust may designate from time to time) access at reasonable hours to FMC’s Personnel, to the facilities at or from which Services are then being provided, and to FMC’s records and other pertinent information, all to the extent relevant to FMC’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections of FMC and its businesses and to examine FMC’s performance under this Agreement, including: (a) verifying the integrity of data related to or concerning systems in FMC’s possession and control; (b) examining the systems that process, store, support and transmit such data; (c) examining the controls (e.g., organizational controls, input/output controls, system modification controls, processing controls, system design controls and access controls) and the security, disaster recovery and back-up practices and procedures; (d) examining FMC’s measurement, monitoring and management tools; and (e) enabling SunTrust to meet applicable legal, regulatory and contractual requirements. FMC shall provide any assistance reasonably requested by SunTrust or its designee, and at SunTrust’s expense, in conducting any such audit. Such audit and any information obtained therefrom shall be subject to the confidentiality restrictions contained in this Agreement and SunTrust shall be responsible for enforcing such restrictions with respect to its internal and external auditors, inspectors, regulators (to the extent permitted by Requirements of Law) and other representatives. SunTrust shall also have the right to perform a monthly audit of Application and Loan files at a time and using procedures mutually acceptable to FMER and SunTrust.