Common use of Records; Inspection and Audit Rights Clause in Contracts

Records; Inspection and Audit Rights. (a) As required by Applicable Law, Tricadia shall maintain in an appropriate facility and format all existing data and records relating to the Businesses of TAMCO and its Affiliates in whatever form in its possession including copies and back-up versions thereof (the “Historical Records”) for such periods required by Applicable Law. During the Term and for five years thereafter, Tricadia agrees to maintain accurate records arising from or related to any Transition Service provided hereunder, including emails, data and documents, accounting records and documentation produced in connection with the provision of any Transition Service and including copies and back-up versions thereof (the “Service Records”, and together with the Historical Records, the “Records”); provided, that Tricadia shall maintain the Service Records for any longer duration required by Applicable Law and of which Tricadia has reasonable prior notice. (b) Upon reasonable written notice from TAMCO, Tricadia shall make available to TAMCO, its Affiliates, or its Representatives (at TAMCO’s sole expense) reasonable access to or, at Tricadia’s option and expense (unless requested by TAMCO, in which case at TAMCO’s sole expense), copies of, the Records during regular business hours. Such Records shall include documents relating to the amounts charged by Tricadia, its Affiliates and third-party service providers and TAMCO shall have the right (at TAMCO’s sole expense) to review and audit such records to verify such amounts. (c) Tricadia shall permit the auditors (including Governmental Entities and Self-Regulatory Organizations) of TAMCO and any of its Affiliates charged with evaluating TAMCO’s or any of its Affiliates’ compliance with Applicable Law reasonable access to Tricadia’s relevant documentation, facilities and personnel, as applicable, at TAMCO’s sole expense, for purposes of auditing such Transition Services for compliance with Applicable Law. (d) In the event that an audit under this Section 4.05 identifies any noncompliance with Applicable Law, Tricadia shall remedy such noncompliance in a commercially reasonable time and manner.

Records; Inspection and Audit Rights. (a) As required by Applicable Law, Tricadia shall maintain in an appropriate facility and format all existing data and records relating to the Businesses of TAMCO and its Affiliates in whatever form in its possession including copies and back-up versions thereof (the “Historical Records”) for such periods required by Applicable Law. During the Term and for five years twelve (12) months thereafter, Tricadia KCG agrees to maintain accurate records arising from or related to any Transition Service provided hereunderregarding its compliance with the terms of this Agreement, including emails, data and documents, accounting records and documentation produced in connection with substantiating the provision of any Transition Service and including copies and back-up versions thereof (the “Service Records”, and together with the Historical Records, the “Records”); provided, that Tricadia shall maintain the Service Records charges for any longer duration required by Applicable Law and of which Tricadia has reasonable Service Provided hereunder. Upon no less than thirty (30) days prior notice. (b) Upon reasonable written notice from TAMCOBATS, Tricadia KCG shall make available to TAMCO, its Affiliates, an independent auditing firm (which will not be the independent auditor of KCG or its Representatives BATS) (at TAMCO’s sole expensethe “Auditor”) reasonable access to orsuch records. Such access shall be provided during KCG’s regular business hours and any review shall be conducted in a manner that shall not unreasonably interfere with KCG’s normal operations. In no event shall BATS be permitted to request such an audit more than once in any twelve (12) month period or with respect to a calendar quarter in which the aggregate Service Fees payable by BATS are less than $50,000. All information disclosed to the Auditor shall constitute the Confidential Information of KCG, at Tricadia’s option and expense (unless and, if so requested by TAMCOKCG, the Auditor shall be required to enter into a reasonable and customary nondisclosure agreement with KCG. The Auditor shall not be permitted to disclose to BATS any such information other than its determination that an overcharge or undercharge may have occurred, and in what amount. In the event that either KCG disagrees with an overcharge found by the Auditor, KCG may, within thirty (30) days, deliver a notice to BATS and the Auditor disagreeing with the overcharge and providing evidence of its calculation of the Servicing Fees owed by BATS and its grounds for disagreement. During the fifteen (15) day period following the delivery of notice by KCG, the Auditor shall consider the evidence provided by KCG. Any determination by the Auditor following such fifteen (15) day period of an overcharge, and the amount of such overcharge, shall be final and binding upon KCG. All costs and expenses of such audit shall be borne by BATS unless such audit reveals any overcharge in excess of $10,000, in which case at TAMCO’s sole expense), copies of, the Records during regular business hoursall costs and expenses of such audit shall be borne by KCG. Such Records shall include documents relating Any amounts found pursuant to the amounts charged by Tricadia, its Affiliates and third-party service providers and TAMCO shall have the right (at TAMCO’s sole expense) to review and audit such records to verify such amounts. (c) Tricadia shall permit the auditors (including Governmental Entities and Self-Regulatory Organizations) of TAMCO and any of its Affiliates charged with evaluating TAMCO’s or any of its Affiliates’ compliance with Applicable Law reasonable access to Tricadia’s relevant documentation, facilities and personnel, as applicable, at TAMCO’s sole expense, for purposes of auditing such Transition Services for compliance with Applicable Law. (d) In the event that an audit under this Section 4.05 identifies any noncompliance with Applicable Law, Tricadia 3.3 to have been overpaid by BATS shall remedy such noncompliance in a commercially reasonable time and mannerbe refunded within fifteen (15) days following the confirmation thereof by the audit above.

Records; Inspection and Audit Rights. (a) As required by Applicable Law, Tricadia Service Provider shall maintain in an appropriate facility and format all existing data and records relating to the Businesses of TAMCO Service Recipient and its Affiliates in whatever form in its possession possession, including copies and back-up versions thereof (the “Historical Records”) ), for such periods required by Applicable Law. During the Term and for five years thereafter, Tricadia Service Provider agrees to maintain accurate records arising from or related to any Transition Service provided hereunder, including emails, data and documents, accounting records and documentation produced in connection with the provision of any Transition Service and including copies and back-up versions thereof (the “Service Records”, and together with the Historical Records, the “Records”); provided, that Tricadia Service Provider shall maintain the Service Records for any longer duration required by Applicable Law and of which Tricadia Service Provider has reasonable prior notice. (b) Upon reasonable written notice from TAMCOService Recipient, Tricadia Service Provider shall make available to TAMCOService Recipient, its Affiliates, or its Representatives (at TAMCOService Recipient’s sole expense) reasonable access to to, or, at TricadiaService Provider’s option and expense (unless requested by TAMCOService Recipient, in which case at TAMCOService Recipient’s sole expense), copies of, the Records during regular business hours. Such Records shall include documents relating to the amounts charged by TricadiaService Provider, its Affiliates and third-party service providers and TAMCO Service Recipient shall have the right (at TAMCOService Recipient’s sole expense) to review and audit such records to verify such amounts. (c) Tricadia Service Provider shall permit the auditors (including Governmental Entities and Self-Regulatory Organizations) of TAMCO Service Recipient and any of its Affiliates charged with evaluating TAMCOService Recipient’s or any of its Affiliates’ compliance with Applicable Law reasonable access to TricadiaService Provider’s relevant documentation, facilities and personnel, as applicable, at TAMCOService Recipient’s sole expense, for purposes of auditing such Transition Services for compliance with Applicable Law. (d) In the event that an audit under this Section 4.05 identifies any noncompliance with Applicable Law, Tricadia Service Provider shall remedy such noncompliance in a commercially reasonable time and manner.

Records; Inspection and Audit Rights. (a) As required by Applicable Law, Tricadia BNYMCM shall maintain in an appropriate facility and format all existing data books of account and records relating to the Businesses of TAMCO and its Affiliates in whatever form in its possession including copies and back-up versions thereof (the “Historical Records”) for such periods required by Applicable Law. During the Term and for five years thereafter, Tricadia agrees to maintain accurate records arising from or related to any Transition Service provided hereunderServices, including emailsall information, data materials, and documents, accounting records and documentation produced that come into BNYMCM’s possession or that BNYMCM creates in connection with the provision Services (including appropriate documentation of any Transition Service issues arising under BNYMCM’s conflict-of-interest policies and including copies other policies and back-up versions thereof (the “Service Records”procedures referenced in section 4 of Schedule E all such books of account and records collectively, and together with the Historical Records, the “Records”); provided, that Tricadia . BNYMCM shall maintain either (x) retain the Service Records for as long as it is performing Services and thereafter during any longer duration required by Applicable Law period the Purchaser and the New York Fed have the right under this section 3 of which Tricadia has reasonable Article I to audit or review BNYMCM’s performance and while any such audit or review remains open or (y) provide the Records (or copies of the Records) to the Purchaser prior noticeto their destruction in accordance with BNYMCM’s normal record retention policy. (b) The Purchaser and the New York Fed shall have the right, at any time during the term of this Agreement and for a period of two years thereafter to audit or review BNYMCM’s performance to determine whether BNYMCM is (or was during the term of this Agreement) acting in compliance with all of the requirements of this Agreement. Upon reasonable five business days’ prior written notice from TAMCOto BNYMCM, Tricadia BNYMCM shall make available grant access to TAMCOits premises to the New York Fed’s employees, agents, and representatives, including its Affiliatesinternal auditors and other auditors selected by the New York Fed or the Purchaser, to conduct such audit or its Representatives (review. Any such audit or review will be conducted during BNYMCM’s normal business hours at TAMCOthe Purchaser’s sole expense) reasonable access . BNYMCM shall cooperate fully in making its premises, all relevant information related to orits performance pursuant to this Agreement, at Tricadia’s option and expense (unless requested by TAMCO, in which case at TAMCO’s sole expense), copies ofits personnel available to the Purchaser, the Records during regular New York Fed, and the auditors as is reasonably requested and does not interfere with BNYMCM’s performance of its obligations under this Agreement and the conduct of its other business hoursin the ordinary course. Such Records The New York Fed may share inspection results or audit reports with whomever it deems appropriate. At the Purchaser’s request, BNYMCM shall include documents relating meet with the New York Fed to the amounts charged by Tricadia, its Affiliates and third-party service providers and TAMCO shall have the right (at TAMCO’s sole expense) to discuss findings of any audit or review and audit such records plan of action for BNYMCM to verify such amountsaddress any finding that any of the Services do not comply with the terms of this Agreement. (c) Tricadia At the Purchaser’s request, BNYMCM shall permit also assist the Purchaser in responding to audits and reviews of the Purchaser by its lenders and auditors and by the Department of the Treasury (including Governmental Entities the “Treasury”) and Self-Regulatory Organizations) governmental authorities exercising oversight responsibilities under applicable law with respect to the Purchaser. BNYMCM shall use its best efforts to respond to requests for information in connection with any such audit or review of TAMCO the Purchaser in a timely manner and any otherwise consistent with the requirements of its Affiliates charged with evaluating TAMCOthe Purchaser’s lenders, auditors, or any of its Affiliates’ compliance with Applicable Law reasonable access to Tricadia’s relevant documentation, facilities and personnel, as applicable, at TAMCO’s sole expense, for purposes of auditing such Transition Services for compliance with Applicable Lawoversight authorities. (d) In Upon five business days’ prior written notice from the event Purchaser, the Board of Governors of the Federal Reserve System (“Board of Governors”) (including the Office of the Inspector General of the Board of Governors) and other governmental authorities that an audit have oversight responsibilities under this Section 4.05 identifies any noncompliance with Applicable Law, Tricadia applicable law may conduct audits and ad-hoc reviews of the Services. The Purchaser shall remedy such noncompliance in a use commercially reasonable time efforts to ensure that such audits and manner.ad-hoc reviews are conducted on a similar basis to the audits and reviews described in subsection (b). 4811-8715-9740 5