Common use of Monitoring and Audit Clause in Contracts

Monitoring and Audit. (a) The Guarantors are not bound to monitor or verify, and shall not be responsible for monitoring or verifying, the use of any amounts granted by the Intermediary to SMEs or utilised from time to time by the SME, in each case, under Covered SME Transactions. Notwithstanding this, the Counterparty may, at any time, request information from the Intermediary to enable the Guarantors to verify whether an SME Transaction is an Eligible SME Transaction and whether its inclusion in the Portfolio is in compliance with the terms of this Agreement. The Intermediary shall supply to the Counterparty any such information requested by the Counterparty. (b) To enable the monitoring, control and auditing of the correct use of the JEREMIE Funds and compliance with the provisions of this Agreement with a view, inter alia, to the Guarantors satisfying their obligations to the National Authorities, the Intermediary acknowledges and agrees that each of the Relevant Parties shall have the right to carry out audits and controls and to request information in respect of this Agreement and its execution. The Intermediary shall permit monitoring visits and inspections by each of the Relevant Parties of its business operations, books and records which are in connection with this Agreement or its execution. As these controls may include on the spot controls of the Intermediary, the Intermediary shall permit access to its premises to each of the Relevant Parties during normal business hours. (c) The Intermediary further undertakes to include in the legal documentation concerning each SME Transaction : (i) the exact wording as follows (or the relevant translation set out in the Specific Terms): (ii) an undertaking of the relevant SME to promptly provide, upon request, any document or information related to itself and/or the relevant SME Transaction and required to be included in any report by the Intermediary, the ECA, the Commission, the agents of the Commission (including OLAF) and/or the National Authorities and the Guarantors and a consent by the relevant SME to any such information being shared between the Intermediary, the ECA, the Commission, the agents of the Commission (including OLAF) and/or the National Authorities and the Guarantors.

Monitoring and Audit. (a) The Guarantors are not bound to monitor or verify, and shall not be responsible for monitoring or verifying, the use of any amounts granted by the Intermediary to SMEs or utilised from time to time by the SME, in each case, under Covered SME Transactions. Notwithstanding this, the Counterparty may, at any time, request information from the Intermediary to enable the Guarantors to verify whether an SME Transaction is an Eligible SME Transaction and whether its inclusion in the Portfolio is in compliance with the terms of this Agreement. The Intermediary shall supply to the Counterparty any such information requested by the Counterparty. (b) To enable the monitoring, control and auditing of the correct use of the JEREMIE Funds and compliance with the provisions of this Agreement with a view, inter alia, to the Guarantors satisfying their obligations to the National Authorities, the Intermediary acknowledges and agrees that each of the Relevant Parties shall have the right to carry out audits and controls and to request information in respect of this Agreement and its execution. The Intermediary shall permit monitoring visits and inspections by each of the Relevant Parties of its business operations, books and records which are in connection with this Agreement or its execution. As these controls may include on the spot controls of the Intermediary, the Intermediary shall permit access to its premises to each of the Relevant Parties during normal business hours. (c) The Intermediary further undertakes to include in the legal documentation concerning each SME Transaction : (i) the exact wording as follows (or the relevant translation set out in the Specific Terms): (ii) an undertaking of the relevant SME to promptly provide, upon request, any document or information related to itself and/or the relevant SME Transaction and required to be included in any report by the Intermediary, the ECA, the Commission, the agents of the Commission (including OLAFXXXX) and/or the National Authorities and the Guarantors and a consent by the relevant SME to any such information being shared between the Intermediary, the ECA, the Commission, the agents of the Commission (including OLAF) and/or the National Authorities and the Guarantors.

Monitoring and Audit. (aA) The Guarantors are not bound to monitor or verify, and shall not be No Guarantor Related Party is responsible for monitoring or verifying, verifying the use of any amounts granted money advanced by the Intermediary Lender to SMEs the Borrower or utilised from time to time by the SME, in each case, Borrower under the Covered SME TransactionsEMFS Financing. Notwithstanding this, the Counterparty Guarantor for itself or on behalf of any other Guarantor Related Party may, at any time, request information from the Intermediary Lender to enable the Guarantors that Guarantor Related Party to verify whether an SME Transaction is a financing was an Eligible SME Transaction EMFS Financing as at the Effective Date and whether its inclusion in the Portfolio Scheme is in compliance with the terms of this Agreementthe EMFS Guarantee and the Scheme Documents. The Intermediary shall Lender will promptly supply to the Counterparty Guarantor any such information requested by the CounterpartyGuarantor. (bB) To enable the monitoring, control and auditing of the correct use of the JEREMIE Funds EMFS Guarantee and compliance with the provisions of this Agreement with a view, inter alia, to the Guarantors satisfying their obligations to the National AuthoritiesEMFS Guarantee, the Intermediary acknowledges and Lender agrees that each of the Relevant Parties shall have any Guarantor Related Party has the right to carry out audits and controls and to request information in respect of this Agreement about the EMFS Guarantee and its executionthe Covered EMFS Financing. The Intermediary shall Lender will permit monitoring visits and inspections by each of the Relevant Parties of its business operations, books and records which are in connection with this Agreement relating to the EMFS Guarantee and the Covered EMFS Financing by any Guarantor Related Party, provided that it receives at least five Business Days’ notice of such visit or its executioninspection. As For these controls may include on the spot controls of the Intermediarypurposes, the Intermediary shall Lender will permit access to its premises to each of the Relevant Parties Guarantor Related Party during normal business hours. (cC) The Intermediary further undertakes Lender will, and will procure that its officers, employees and agents will, give each Guarantor Related Party all such reasonable assistance (including investigating (where appropriate) and responding to include any enquiries raised by that Guarantor Related Party in connection with an audit/monitoring) and disclose to each Guarantor Related Party such documents, records and information maintained by the Lender about the Borrower and/or the Covered EMFS Financing which are relevant to the audit/control as needed by any Guarantor Related Party to enable it to complete an audit to its satisfaction (except where the Lender is prohibited from such disclosure by law (including by a court order)). (D) The Lender will supply to the Guarantor Related Parties such information, documents, reports and records about the EMFS Guarantee, the Covered EMFS Financing and the subject matter thereof, and the Borrower as that Guarantor Related Party may from time to time require and investigate (where appropriate) and respond to any enquires made by any Guarantor Related Party about the same (except where the Lender is prohibited from such disclosure by law (including by a court order)). (E) At such frequency as any Guarantor Related Party may reasonably determine, the Lender agrees to ensure that one or more of its officers or employees (in each case holding a senior position in the legal documentation concerning Lender) is available to meet with a representative of that Guarantor Related Party, each SME Transaction such meeting to be: (i1) held at a location and at a date and time agreed as being mutually convenient to all of the exact wording as follows (or Lender, the relevant translation set out in the Specific Terms):Guarantor and that Guarantor Related Party; and (ii2) an undertaking used as a forum for discussing any relevant matters relating to the operation of the relevant SME to promptly provide, upon request, EMFS Guarantee including any document operational difficulties or information related to itself and/or the relevant SME Transaction issues arising and required needing to be included in any report by the Intermediary, the ECA, the Commission, the agents of the Commission (including OLAF) and/or the National Authorities and the Guarantors and a consent by the relevant SME to any such information being shared between the Intermediary, the ECA, the Commission, the agents of the Commission (including OLAF) and/or the National Authorities and the Guarantorsaddressed.

Monitoring and Audit. 9.1 CITB will monitor and audit the ATO to quality assure the delivery of Courses, accuracy of records, accuracy and timeliness of entry of Candidate Achievement data to the Construction Training Register, compliance with RATO and performance of this Agreement by the ATO and may, at its absolute discretion, conduct unannounced visits, inspections, desk based audits and mystery shops, in addition to its general rights of audit to uphold the quality of the delivery of Courses and the inputting of data and to ensure that they are carried out in accordance with the Agreement. (a) “Quality Assurance Review”). 9.2 The Guarantors are not bound to monitor or verifyATO shall co-operate, and shall not be responsible procure that the ATO Personnel co-operate, with CITB in carrying out the Quality Assurance Review referred to in clause 9.1 at no additional charge to CITB. 9.3 The ATO shall ensure that CITB representatives are permitted access to all parts of ATO Premises, and to ATO Personnel, and that all records relating to the ATO Obligations are made available for monitoring or verifyinginspection and copying, the use of any amounts granted and that all information reasonably required by the Intermediary to SMEs or utilised CITB is provided promptly on request. 9.4 The ATO shall from time to time submit such documents as are requested by CITB within reasonable timescales to facilitate desk based auditing. 9.5 CITB shall act on the SMEoutcome(s) of its Quality Assurance Review under this clause 9 and shall take any action as it deems reasonably necessary, including requiring the ATO to take Corrective Action(s), revoking Approval of the ATO or declining to renew Approval or the Agreement, provided always that CITB acts in each case, under Covered SME Transactions. Notwithstanding this, the Counterparty may, at accordance with any time, request information from the Intermediary to enable the Guarantors to verify whether an SME Transaction is an Eligible SME Transaction and whether its inclusion processes specified in the Portfolio is in compliance with the terms of this Agreement. The Intermediary shall supply to the Counterparty any such information requested by the Counterparty. (b) To enable the monitoring, control and auditing of the correct use of the JEREMIE Funds and compliance with the provisions of this Agreement with a view, inter alia, to the Guarantors satisfying their obligations to the National Authorities, the Intermediary acknowledges and agrees that each of the Relevant Parties shall have 9.6 CITB retains the right to carry out audits revoke or suspend Approval of the ATO or decline to renew approval or registration: 9.6.1 pending the outcome of an investigation into any serious breach of the Agreement including the Course and controls and to request information in respect System Documentation; and/or 9.6.2 if the ATO does not fully comply with the requirements of this Agreement and its execution. The Intermediary shall permit monitoring visits and inspections by each of the Relevant Parties of its business operations, books and records which are in connection with this Agreement or its execution. As these controls may include on the spot controls of the Intermediary, the Intermediary shall permit access to its premises to each of the Relevant Parties during normal business hoursclause 9. (c) The Intermediary further undertakes to include in the legal documentation concerning each SME Transaction : (i) the exact wording as follows (or the relevant translation set out in the Specific Terms): (ii) an undertaking of the relevant SME to promptly provide, upon request, any document or information related to itself and/or the relevant SME Transaction and required to be included in any report by the Intermediary, the ECA, the Commission, the agents of the Commission (including OLAF) and/or the National Authorities and the Guarantors and a consent by the relevant SME to any such information being shared between the Intermediary, the ECA, the Commission, the agents of the Commission (including OLAF) and/or the National Authorities and the Guarantors.

Monitoring and Audit. (aA) The Guarantors are not bound to monitor or verify, and shall not be No Guarantor Related Party is responsible for monitoring or verifying, verifying the use of any amounts granted money advanced by the Intermediary Lender to SMEs the Borrower or utilised from time to time by the SME, in each case, Borrower under the Covered SME TransactionsEMFS Financing. Notwithstanding this, the Counterparty Guarantor for itself or on behalf of any other Guarantor Related Party may, at any time, request information from the Intermediary Lender to enable the Guarantors that Guarantor Related Party to verify whether an SME Transaction is a financing was an Eligible SME Transaction EMFS Financing as at the Effective Date and whether its inclusion in the Portfolio Scheme is in compliance with the terms of this Agreementthe EMFS Guarantee and the Scheme Documents. The Intermediary shall Lender will promptly supply to the Counterparty Guarantor any such information requested by the CounterpartyGuarantor. (bB) To enable the monitoring, control and auditing of the correct use of the JEREMIE Funds EMFS Guarantee and compliance with the provisions of this Agreement with a view, inter alia, to the Guarantors satisfying their obligations to the National AuthoritiesEMFS Guarantee, the Intermediary acknowledges and Lender agrees that each of the Relevant Parties shall have any Guarantor Related Party has the right to carry out audits and controls and to request information in respect of this Agreement about the EMFS Guarantee and its executionthe Covered EMFS Financing. The Intermediary shall Lender will permit monitoring visits and inspections by each of the Relevant Parties of its business operations, books and records which are in connection with this Agreement relating to the EMFS Guarantee and the Covered EMFS Financing by any Guarantor Related Party, provided that it receives at least five Business Days’ notice of such visit or its executioninspection. As For these controls may include on the spot controls of the Intermediarypurposes, the Intermediary shall Lender will permit access to its premises to each of the Relevant Parties Guarantor Related Party during normal business hours. (cC) The Intermediary further undertakes Lender will, and will procure that its officers, employees and agents will, give each Guarantor Related Party all such reasonable assistance (including investigating (where appropriate) and responding to include any enquiries raised by that Guarantor Related Party in connection with an audit/monitoring) and disclose to each Guarantor Related Party such documents, records and information maintained by the legal documentation concerning each SME Transaction Lender about the Borrower and/or the Covered EMFS Financing which are relevant to the audit/control as needed by any Guarantor Related Party to enable it to complete an audit to its satisfaction (except where the Lender is prohibited from such disclosure by law (including by a court order)). (D) If requested at any time and from time to time by any Guarantor Related Party, the Lender shall promptly and (if a Payment Claim has been made) in any event within two Business Days of any such request: (i1) supply to that Guarantor Related Party such information, documents, reports and records about the exact wording EMFS Guarantee, the Covered EMFS Financing and the subject matter thereof, the Borrower, any Payment Claim and/or any enforcement or recoveries strategy and/or action as follows that Guarantor Related Party may require; (or the relevant translation 2) investigate (where appropriate) any matter set out in or arising from the Specific Terms):information provided in paragraph (1); and (ii3) an undertaking respond to any enquires made by that Guarantor Related Party about any matter set out in or arising from the information provided in paragraph (1), except, in each such case, where the Lender is prohibited from such disclosure by law (including by a court order). (E) At such frequency as any Guarantor Related Party may reasonably determine, the Lender agrees to ensure that one or more of its officers or employees (in each case holding a senior position in the Lender) is available to meet with a representative of that Guarantor Related Party, each such meeting to be: (1) held at a location and at a date and time agreed as being mutually convenient to all of the Lender, the Guarantor and that Guarantor Related Party; and (2) used as a forum for discussing any relevant SME matters relating to promptly provide, upon request, the operation of the EMFS Guarantee including any document operational difficulties or information related to itself and/or the relevant SME Transaction issues arising and required needing to be included in any report by the Intermediary, the ECA, the Commission, the agents of the Commission (including OLAF) and/or the National Authorities and the Guarantors and a consent by the relevant SME to any such information being shared between the Intermediary, the ECA, the Commission, the agents of the Commission (including OLAF) and/or the National Authorities and the Guarantorsaddressed.