Common use of Reports and Audit Rights; Duties of Fiscal Agent Clause in Contracts

Reports and Audit Rights; Duties of Fiscal Agent. (a) The Fiscal Agent shall maintain books, records, documents and other evidence of accounting procedures and practices, which sufficiently and properly reflect all transactions and other activities undertaken in connection with its performance under this Agreement, in accordance with all applicable rules and regulations (including scanning and bar-coding documents) and in a form that is accessible to the State and the Financial Corporation, for at least ten (10) years after the Activity Date, or, if this Agreement expires or is terminated prior to such date as occurs ten (10) years after the relevant Activity Date, the Fiscal Agent shall transfer such records to the successor fiscal agent or otherwise at the Direction of the State. Such record keeping may include records in electronic form. (b) The Fiscal Agent shall provide the State and the Financial Corporation with all the reports described in Schedule 3 hereto, as well as the Fiscal Agent’s annual SSAE-18 (formerly SSAE-16) report, and any financial or other reports, as may be reasonably requested by the State from time to time. If requested by the State no more than twice in any calendar year, the Fiscal Agent shall provide to the State, promptly after the delivery of such request, complete true copies of all then outstanding reports and documents relating to the establishment and operation of each of the External Bank Accounts. For greater certainty, the aforementioned reports and documents do not include confidential information or agreements between the Fiscal Agent and any financial institution. (c) Upon reasonable notice, the State, the Financial Corporation and their duly authorized representatives shall have access to the books, documents, papers, working papers, plans and records (including computer records) of the Fiscal Agent, which relate to or pertain to this Agreement and its performance for purposes which include, but shall not be limited to, reviewing performance and compliance with this Agreement, and making audit, examination, excerpts and transcripts. Such access shall also be made available for a period of ten (10) years from the resignation or removal of the Fiscal Agent, as the case may be. The Fiscal Agent shall be entitled to receive compensation for its out-of-pocket costs (if any) incurred in connection with the retention and archiving of such records and the granting of such access and the State agrees to compensate the Fiscal Agent for the time each of the Fiscal Agent’s employees are required to assist in granting such access; provided, however, that during the term of this Agreement only, the State shall not be charged for the time incurred by the Fiscal Agent’s (x) account management (including all personnel regularly involved in servicing the State’s accounts) or (y) internal audit employees. (d) Without limitation to the foregoing, the State shall have the right to retain, from time to time and no more than annually, at its cost, an independent auditor to review the Fiscal Agent’s records relating to the Services provided hereunder. The Fiscal Agent shall provide the auditor with full access, upon reasonable notice and at reasonable times, to such records and cooperate with the State in order to complete the audit in a timely and efficient manner. The State agrees to compensate the Fiscal Agent for all out-of-pocket expenses incurred in connection with the State’s audit or exam and compensate the Fiscal Agent for the time each of the Fiscal Agent’s employees are required to assist such exam or audit at the time of the exam or audit; provided, however, at no time shall the State be charged for the time incurred by the Fiscal Agent’s (x) account management (including all personnel regularly involved in servicing the State’s accounts), or (y) internal audit employees. (e) The Fiscal Agent shall convene management meetings with the State and the Financial Corporation which will be held at least quarterly. (f) The Fiscal Agent shall promptly notify the State and the Financial Corporation regarding any material issues encountered with Bondholders or any problematic or questionable transactions (for example, transactions involving incorrect paperwork, missing documentation, duplications, etc.). (g) The Fiscal Agent shall carry out all acts as may be necessary to give effect to the terms of the Bonds with respect to payment, transfer, validation, registration, cancellation and replacement, including (i) retaining all forms or appropriate tax certification provided by or on behalf of the Bondholders necessary to exempt such Bondholders from withholding tax under the Code, (ii) preparing and mailing to Bondholders and (iii) filing with the U.S. Internal Revenue Service applicable forms or reports with respect to any payments made by the Fiscal Agent hereunder. The Fiscal Agent shall withhold and remit TABLE OF CONTENTS​​​ any withholding tax required to be withheld from any payments to Bondholders who have not supplied the required certification specified in clause (i) of this Section 6.02(g). (h) The Fiscal Agent may provide the State with information technology services directly relating or ancillary to the Fiscal Agent’s services under this Agreement, including, without limitation, systems development services, integration services and programming services as they relate to the Fiscal Agent’s systems (hereinafter, together referred to as “Development Services”). The State shall authorize the performance of such Development Services and the Fiscal Agent shall be entitled to receive payment for all fees and expenses incurred for all Development Services, in such amounts as may be agreed between the State and the Fiscal Agent, prior to their commencement. The State acknowledges that all past and future Development Services remain the property of the Fiscal Agent, are considered Proprietary Information, and are not subject to claim by the State or any future transfer agent, fiscal agent or third party. For greater certainty, the Development Services and any product, service, benefit and knowledge resulting therefrom shall remain the sole ownership of the Fiscal Agent during and after termination of this Agreement.

Reports and Audit Rights; Duties of Fiscal Agent. (a) a. The Fiscal Agent shall maintain books, records, documents and other evidence of accounting procedures and practices, which sufficiently and properly reflect all transactions and other activities undertaken in connection with its performance under this Agreement, in accordance with all applicable rules and regulations (including scanning and bar-coding documents) and in a form that is accessible to the State and the Financial Corporation, for at least ten (10) years after the Activity Date, oror , if this Agreement expires or is terminated prior to such date as occurs ten (10) years after the relevant Activity Date, the Fiscal Agent shall transfer such records to the successor fiscal agent or otherwise at the Direction of the State. Such record keeping may include records in electronic form. (b) b. The Fiscal Agent shall provide the State and the Financial Corporation with all the reports described in Schedule 3 C hereto, as well as the Fiscal Agent’s annual SSAE-18 SSAE 16 (formerly SSAE-16SAS 70) report, and any financial or other reports, as may be reasonably requested by the State from time to time. If requested by the State no more than twice in any calendar year, the Fiscal Agent shall provide to the State, promptly after the delivery of such request, complete true copies of all then outstanding reports and documents relating to the establishment and operation of each of the External Bank Accounts. For greater certainty, the aforementioned reports and documents do not include confidential information or agreements between the Fiscal Agent and any financial institution. (c) c. Upon reasonable notice, the State, the Financial Corporation and their duly authorized representatives shall have access to the books, documents, papers, working papers, plans and records (including computer records) of the Fiscal Agent, which relate to or pertain to this Agreement and its performance for purposes which include, but shall not be limited to, reviewing performance and compliance with this Agreement, and making audit, examination, excerpts and transcripts. Such access shall also be made available for a period of ten five (105) years from the resignation or removal of the Fiscal Agent, as the case may be. The Fiscal Agent shall be entitled to receive compensation for its out-of-pocket costs (if any) incurred in connection with the retention and archiving of such records and the granting of such access and the State agrees to compensate the Fiscal Agent for the time each of the Fiscal Agent’s employees are required to assist in granting such access; provided, however, that during the term of this Agreement only, the State shall not be charged for the time incurred by the Fiscal Agent’s (x) account management (including all personnel regularly involved in servicing the State’s accounts) or (y) internal audit employees. (d) d. Without limitation to the foregoing, the State shall have the right to retain, from time to time and no more than annually, at its cost, an independent auditor to review the Fiscal Agent’s records relating to the Services provided hereunder. The Fiscal Agent shall provide the auditor with full access, upon reasonable notice and at reasonable times, to such records and cooperate with the State in order to complete the audit in a timely and efficient manner. The State agrees to compensate the Fiscal Agent for all out-of-of pocket expenses incurred in connection with the State’s audit or exam and compensate the Fiscal Agent for the time each of the Fiscal Agent’s employees are required to assist such exam or audit at the time of the exam or audit; provided, however, at no time shall the State be charged for the time incurred by the Fiscal Agent’s (x) account management (including all personnel regularly involved in servicing the State’s accounts), or (y) internal audit employees. (e) e. The Fiscal Agent shall convene management meetings with the State and the Financial Corporation which will be held at least quarterly. (f) f. The Fiscal Agent shall promptly notify the State and the Financial Corporation regarding any material issues encountered with Bondholders or any problematic or questionable transactions (for example, transactions involving incorrect paperwork, missing documentation, duplications, etc.). (g) g. The Fiscal Agent shall carry out all acts as may be necessary to give effect to the terms of the Bonds with respect to payment, transfer, validation, registration, cancellation and replacement, including (i) retaining all forms or appropriate tax certification provided by or on behalf of the Bondholders necessary to exempt such Bondholders from withholding tax under the Code, (ii) preparing and mailing to Bondholders and (iii) filing with the U.S. Internal Revenue Service applicable forms or reports with respect to any payments made by the Fiscal Agent hereunder. The Fiscal Agent shall withhold and remit TABLE OF CONTENTS​​​ any withholding tax required to be withheld from any payments to Bondholders who have not supplied the required certification specified in clause (i) of this Section 6.02(g)6.2.g. (h) h. The Fiscal Agent may provide the State with information technology services directly relating or ancillary to the Fiscal Agent’s services under this Agreement, including, without limitation, systems development services, integration services and programming services as they relate to the Fiscal Agent’s systems (hereinafter, together referred to as “Development Services”). The State shall authorize the performance of such Development Services and the Fiscal Agent shall be entitled to receive payment for all fees and expenses incurred for all Development Services, in such amounts as may be agreed between the State and the Fiscal Agent, prior to their commencement. The State acknowledges that all past and future Development Services remain the property of the Fiscal Agent, are considered Proprietary Information, and are not subject to claim by the State or any future transfer agent, fiscal agent or third party. For greater certainty, the Development Services and any product, service, benefit and knowledge resulting therefrom shall remain the sole ownership of the Fiscal Agent during and after termination of this the Agreement.

Reports and Audit Rights; Duties of Fiscal Agent. (a) a. The Fiscal Agent shall maintain books, records, documents and other evidence of accounting procedures and practices, which sufficiently and properly reflect all transactions and other activities undertaken in connection with its performance under this Agreement, in accordance with all applicable rules and regulations (including scanning and bar-coding documents) and in a form that is accessible to the State and the Financial Corporation, for at least ten (10) years after the Activity Datetransaction date, or, if this Agreement expires agreement expiries or is terminated prior to such date as occurs ten (10) years after the relevant Activity Datethat time, the Fiscal Agent shall transfer such records to the successor fiscal agent or otherwise at the Direction of the State. Such record keeping may include records in electronic form. (b) b. The Fiscal Agent shall provide the State and the Financial Corporation with all the reports described in Schedule 3 C hereto, as well as the Fiscal Agent’s annual SSAE-18 (formerly SSAE-16) SAS 70 report, and any financial or other reports, as may be reasonably requested by the State from time to time. If requested by the State no more than twice in any calendar year, the Fiscal Agent shall provide to the State, promptly after the delivery of such request, complete true copies of all then outstanding reports and documents relating to the establishment and operation of each of the External Bank Accounts. For greater certainty, the aforementioned reports and documents do not include confidential information or agreements between the Fiscal Agent and any financial institution. (c) c. Upon reasonable notice, the State, the Financial Corporation and their duly authorized representatives shall have access to the books, documents, papers, working papers, plans and records (including computer records) of the Fiscal Agent, which relate to or pertain to this Agreement and its performance for purposes which include, but shall not be limited to, reviewing performance and compliance with this the Agreement, and making audit, examination, excerpts and transcripts. Such access shall also be made available for a period of ten five (105) years from the resignation or removal of the Fiscal Agent, as the case may be. The Fiscal Agent shall be entitled to receive compensation for its out-of-pocket costs (if any) incurred in connection with the retention and archiving of such records and the granting of such access and the State agrees to compensate the Fiscal Agent for the time each of the Fiscal Agent’s employees are required to assist in granting such access; provided, however, that during the term of this Agreement only, the State shall not be charged for the time incurred by the Fiscal Agent’s (x) account management (including all personnel regularly involved in servicing the State’s accounts) or (y) internal audit employees. (d) 27 d. Without limitation to the foregoingabove, the State shall have the right to retain, from time to time and no more than annually, at its cost, an independent auditor to review the Fiscal Agent’s records relating to the Services provided hereunder. The Fiscal Agent shall provide the auditor with full access, upon reasonable notice and at reasonable times, to such records and cooperate with the State in order to complete the audit in a timely and efficient manner. The State agrees to compensate the Fiscal Agent for all out-of-of pocket expenses incurred in connection with the State’s audit or exam and compensate the Fiscal Agent for the time each of the Fiscal Agent’s employees are required to assist such exam or audit at the time of the exam or audit; provided, however, provided however at no time shall the State be charged for the time incurred by the Fiscal Agent’s (x) account management (including all personnel regularly involved in servicing the State’s accounts), or (y) internal audit employees. (e) . e. The Fiscal Agent shall convene management meetings with the State and the Financial Corporation which will be held at least quarterly. (f) The Fiscal Agent shall promptly notify the State and the Financial Corporation regarding any material issues encountered with Bondholders or any problematic or questionable transactions (for example, transactions involving incorrect paperwork, missing documentation, duplications, etc.). (g) The Fiscal Agent shall carry out all acts as may be necessary to give effect to the terms of the Bonds with respect to payment, transfer, validation, registration, cancellation and replacement, including (i) retaining all forms or appropriate tax certification provided by or on behalf of the Bondholders necessary to exempt such Bondholders from withholding tax under the Code, (ii) preparing and mailing to Bondholders and (iii) filing with the U.S. Internal Revenue Service applicable forms or reports with respect to any payments made by the Fiscal Agent hereunder. The Fiscal Agent shall withhold and remit TABLE OF CONTENTS​​​ any withholding tax required to be withheld from any payments to Bondholders who have not supplied the required certification specified in clause (i) of this Section 6.02(g). (h) The Fiscal Agent may provide the State with information technology services directly relating or ancillary to the Fiscal Agent’s services under this Agreement, including, without limitation, systems development services, integration services and programming services as they relate to the Fiscal Agent’s systems (hereinafter, together referred to as “Development Services”). The State shall authorize the performance of such Development Services and the Fiscal Agent shall be entitled to receive payment for all fees and expenses incurred for all Development Services, in such amounts as may be agreed between the State and the Fiscal Agent, prior to their commencement. The State acknowledges that all past and future Development Services remain the property of the Fiscal Agent, are considered Proprietary Information, and are not subject to claim by the State or any future transfer agent, fiscal agent or third party. For greater certainty, the Development Services and any product, service, benefit and knowledge resulting therefrom shall remain the sole ownership of the Fiscal Agent during and after termination of this Agreement.

Reports and Audit Rights; Duties of Fiscal Agent. (a) a. The Fiscal Agent shall maintain books, records, documents and other evidence of accounting procedures and practices, which sufficiently and properly reflect all transactions and other activities undertaken in connection with its performance under this Agreement, in accordance with all applicable rules and regulations (including scanning and bar-coding documents) and in a form that is accessible to the State and the Financial Corporation, for at least ten (10) years after the Activity Datetransaction date, or, if this Agreement expires agreement expiries or is terminated prior to such date as occurs ten (10) years after the relevant Activity Datethat time, the Fiscal Agent shall transfer such records to the successor fiscal agent or otherwise at the Direction of the State. Such record keeping may include records in electronic form. (b) b. The Fiscal Agent shall provide the State and the Financial Corporation with all the reports described in Schedule 3 C hereto, as well as the Fiscal Agent’s annual SSAE-18 (formerly SSAE-16) SAS 70 report, and any financial or other reports, as may be reasonably requested by the State from time to time. If requested by the State no more than twice in any calendar year, the Fiscal Agent shall provide to the State, promptly after the delivery of such request, complete true copies of all then outstanding reports and documents relating to the establishment and operation of each of the External Bank Accounts. For greater certainty, the aforementioned reports and documents do not include confidential information or agreements between the Fiscal Agent and any financial institution. (c) c. Upon reasonable notice, the State, the Financial Corporation and their duly authorized representatives shall have access to the books, documents, papers, working papers, plans and records (including computer records) of the Fiscal Agent, which relate to or pertain to this Agreement and its performance for purposes which include, but shall not be limited to, reviewing performance and compliance with this the Agreement, and making audit, examination, excerpts and transcripts. Such access shall also be made available for a period of ten five (105) years from the resignation or removal of the Fiscal Agent, as the case may be. The Fiscal Agent shall be entitled to receive compensation for its out-of-pocket costs (if any) incurred in connection with the retention and archiving of such records and the granting of such access and the State agrees to compensate the Fiscal Agent for the time each of the Fiscal Agent’s employees are required to assist in granting such access; provided, however, that during the term of this Agreement only, the State shall not be charged for the time incurred by the Fiscal Agent’s (x) account management (including all personnel regularly involved in servicing the State’s accounts) or (y) internal audit employees. (d) d. Without limitation to the foregoingabove, the State shall have the right to retain, from time to time and no more than annually, at its cost, an independent auditor to review the Fiscal Agent’s records relating to the Services provided hereunder. The Fiscal Agent shall provide the auditor with full access, upon reasonable notice and at reasonable times, to such records and cooperate with the State in order to complete the audit in a timely and efficient manner. The State agrees to compensate the Fiscal Agent for all out-of-of pocket expenses incurred in connection with the State’s audit or exam and compensate the Fiscal Agent for the time each of the Fiscal Agent’s employees are required to assist such exam or audit at the time of the exam or audit; provided, however, provided however at no time shall the State be charged for the time incurred by the Fiscal Agent’s (x) account management (including all personnel regularly involved in servicing the State’s accounts), or (y) internal audit employees. (e) e. The Fiscal Agent shall convene management meetings with the State and the Financial Corporation which will be held at least quarterly. (f) f. The Fiscal Agent shall promptly notify the State and the Financial Corporation regarding any material issues encountered with Bondholders or any problematic or questionable transactions (for example, transactions involving incorrect paperwork, missing documentation, duplications, etc.). (g) g. The Fiscal Agent shall carry out all acts as may be necessary to give effect to the terms of the Bonds with respect to payment, transfer, validation, registration, cancellation and replacement, including (i) retaining all forms or appropriate tax certification provided by or on behalf of the Bondholders necessary to exempt such Bondholders from withholding tax under the Code, (ii) preparing and mailing to Bondholders and (iii) filing with the U.S. Internal Revenue Service applicable forms or reports with respect to any payments made by the Fiscal Agent hereunder. The Fiscal Agent shall withhold and remit TABLE OF CONTENTS​​​ any withholding tax required to be withheld from any payments to Bondholders who have not supplied the required certification specified in clause (i) of this Section 6.02(g)above. (h) The Fiscal Agent may provide the State with information technology services directly relating or ancillary to the Fiscal Agent’s services under this Agreement, including, without limitation, systems development services, integration services and programming services as they relate to the Fiscal Agent’s systems (hereinafter, together referred to as “Development Services”). The State shall authorize the performance of such Development Services and the Fiscal Agent shall be entitled to receive payment for all fees and expenses incurred for all Development Services, in such amounts as may be agreed between the State and the Fiscal Agent, prior to their commencement. The State acknowledges that all past and future Development Services remain the property of the Fiscal Agent, are considered Proprietary Information, and are not subject to claim by the State or any future transfer agent, fiscal agent or third party. For greater certainty, the Development Services and any product, service, benefit and knowledge resulting therefrom shall remain the sole ownership of the Fiscal Agent during and after termination of this Agreement.