Common use of Monitoring and Audit Clause in Contracts

Monitoring and Audit. (A) The Guarantor is not responsible for monitoring or verifying the use of any money advanced by the Lender to Borrowers or utilised from time to time by a Borrower, in each case, under the Scheme Facilities. Notwithstanding this, the Guarantor may, at any time, request information from the Lender to enable the Guarantor to verify: (1) whether a facility was an Eligible Facility as at its Offer Date and whether its inclusion in the Scheme is in compliance with the terms of this Agreement and any Related Agreement; and/or (2) that the information included in the Scheme Portal with respect to a Scheme Facility is accurate in all material respects. The Lender will supply to the Guarantor any such information requested by the Guarantor. (B) To enable the monitoring, control and auditing of the correct use of the Scheme and compliance with this Agreement and each Related Agreement, the Lender agrees that any Guarantor Related Party has the right to carry out audits and controls and to request information about this Agreement, any Related Agreement and the Scheme Facilities. The Lender will permit monitoring visits and inspections of its business operations, books and records relating to this Agreement, any Related Agreement and the Scheme Facilities by any Guarantor Related Party, provided that it receives at least five (5) Business Days’ notice of such visit or inspection. For these purposes, the Lender will permit access to its premises to each Guarantor Related Party during normal business hours. (C) The Lender will, and will procure that its officers, employees, agents and delegates (including any Lender Delegate) will, give the Guarantor Related Parties all such reasonable assistance (including, but not limited to, investigating (where appropriate) and responding to any enquiries raised by the Guarantor Related Party in connection with an audit/monitoring) and disclose to the Guarantor Related Parties such documents, records and information maintained by the Lender about the Borrowers and/or the Scheme Facilities which are relevant to the audit/control as needed by the Guarantor Related Parties to enable them to complete an audit to their satisfaction (except where the Lender is prohibited from such disclosure by law (including by a court order)). (D) The Lender will investigate (where appropriate) and respond to any enquires made by the Guarantor Related Parties about the information, documents, reports and records provided to the Guarantor Related Parties pursuant to this Clause or pursuant to Clause 13 (except where the Lender is prohibited from such disclosure by law (including by a court order)). (E) At such frequency as the Guarantor Related Parties 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 the Guarantor Related Parties, each such meeting to be: (1) held at a location and at a date and time agreed as being mutually convenient to both the Lender and the Guarantor Related Party; and (2) used as a forum for discussing any relevant matters relating to the operation of this Agreement and any Related Agreement including, but not limited to, any operational difficulties or issues arising and needing to be addressed. (F) Any information, documents, reports and records requested by any Guarantor Related Party pursuant to Clauses 13.2 or 13.3 shall be provided by the Lender in whatever manner or form requested by such Guarantor Related Party. Each Guarantor Related Party has sole discretion as to the method it adopts to exercise its monitoring, control and auditing rights under this Clause 13.3 and the Lender may not refuse any request for information, monitoring visit, inspection or similar (each as contemplated in this Clause 13.3) on the basis that the Lender would prefer that the Guarantor exercises its monitoring, control and auditing rights using another method. (G) Where an audit or monitoring assessment has identified any remedial or management actions, the Lender will address such actions in a manner and within timeframes agreed with the Guarantor Related Party. (H) If the Lender fails to address the remedial or management actions to the satisfaction of the Guarantor within the agreed timeframes then this will constitute an “Audit Default” for the purposes of Clause 17.2 (Suspension and early termination). (I) Notwithstanding paragraph (H) above, where an audit or monitoring assessment indicates that: (1) the Lender is in breach of a significant number of rules in respect of the Scheme; (2) the Lender is in breach of any rules in respect of the Scheme that would adversely impact more than one Scheme Facility; (3) the Lender or its conduct represents a reputational risk to the Scheme or the Guarantor; or (4) the Lender has not acted in accordance with the general standard of care in Clause 3.1 (Standard of care of the Lender), then this may (if determined by the Guarantor in its absolute discretion) also constitute an Audit Default.

Monitoring and Audit. (Aa) The Guarantor is Guarantors are not bound to monitor or verify, and shall not be responsible for monitoring or verifying verifying, the use of any money advanced amounts granted by the Lender Intermediary to Borrowers SMEs or utilised from time to time by a Borrowerthe SME, in each case, under the Scheme FacilitiesCovered SME Transactions. Notwithstanding this, the Guarantor Counterparty may, at any time, request information from the Lender Intermediary to enable the Guarantor Guarantors to verify: (1) verify whether a facility was an SME Transaction is an Eligible Facility as at its Offer Date SME Transaction and whether its inclusion in the Scheme Portfolio is in compliance with the terms of this Agreement and any Related Agreement; and/or (2) that the information included in the Scheme Portal with respect to a Scheme Facility is accurate in all material respects. The Lender will Intermediary shall supply to the Guarantor Counterparty any such information requested by the GuarantorCounterparty. (Bb) To enable the monitoring, control and auditing of the correct use of the Scheme JEREMIE Funds and compliance with the provisions of this Agreement and each Related Agreementwith a view, inter alia, to the Guarantors satisfying their obligations to the National Authorities, the Lender Intermediary acknowledges and agrees that any Guarantor Related Party has each of the Relevant Parties shall have the right to carry out audits and controls and to request information about in respect of this Agreement, any Related Agreement and the Scheme Facilitiesits execution. The Lender will Intermediary shall permit monitoring visits and inspections by each of the Relevant Parties of its business operations, books and records relating to which are in connection with this Agreement, any Related Agreement and or its execution. As these controls may include on the Scheme Facilities by any Guarantor Related Party, provided that it receives at least five (5) Business Days’ notice spot controls of such visit or inspection. For these purposesthe Intermediary, the Lender will Intermediary shall permit access to its premises to each Guarantor Related Party of the Relevant Parties during normal business hours. (Cc) The Lender will, and will procure that its officers, employees, agents and delegates (including any Lender Delegate) will, give the Guarantor Related Parties all such reasonable assistance (including, but not limited to, investigating (where appropriate) and responding Intermediary further undertakes to any enquiries raised by the Guarantor Related Party in connection with an audit/monitoring) and disclose to the Guarantor Related Parties such documents, records and information maintained by the Lender about the Borrowers and/or the Scheme Facilities which are relevant to the audit/control as needed by the Guarantor Related Parties to enable them to complete an audit to their satisfaction (except where the Lender is prohibited from such disclosure by law (including by a court order)). (D) The Lender will investigate (where appropriate) and respond to any enquires made by the Guarantor Related Parties about the information, documents, reports and records provided to the Guarantor Related Parties pursuant to this Clause or pursuant to Clause 13 (except where the Lender is prohibited from such disclosure by law (including by a court order)). (E) At such frequency as the Guarantor Related Parties may reasonably determine, the Lender agrees to ensure that one or more of its officers or employees (in each case holding a senior position include in the Lender) is available to meet with a representative of the Guarantor Related Parties, legal documentation concerning each such meeting to beSME Transaction : (1i) held at a location 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 at a date and time agreed as being mutually convenient required to both be included in any report by the Lender Intermediary, the ECA, the Commission, the agents of the Commission (including OLAF) and/or the National Authorities and the Guarantor Related Party; and (2) used as Guarantors and a forum for discussing any relevant matters relating to the operation of this Agreement and any Related Agreement including, but not limited to, any operational difficulties or issues arising and needing to be addressed. (F) Any information, documents, reports and records requested by any Guarantor Related Party pursuant to Clauses 13.2 or 13.3 shall be provided consent by the Lender in whatever manner or form requested by relevant SME to any such Guarantor Related Party. Each Guarantor Related Party has sole discretion as to information being shared between the method it adopts to exercise its monitoringIntermediary, control and auditing rights under this Clause 13.3 the ECA, the Commission, the agents of the Commission (including OLAF) and/or the National Authorities and the Lender may not refuse any request for information, monitoring visit, inspection or similar (each as contemplated in this Clause 13.3) on the basis that the Lender would prefer that the Guarantor exercises its monitoring, control and auditing rights using another methodGuarantors. (G) Where an audit or monitoring assessment has identified any remedial or management actions, the Lender will address such actions in a manner and within timeframes agreed with the Guarantor Related Party. (H) If the Lender fails to address the remedial or management actions to the satisfaction of the Guarantor within the agreed timeframes then this will constitute an “Audit Default” for the purposes of Clause 17.2 (Suspension and early termination). (I) Notwithstanding paragraph (H) above, where an audit or monitoring assessment indicates that: (1) the Lender is in breach of a significant number of rules in respect of the Scheme; (2) the Lender is in breach of any rules in respect of the Scheme that would adversely impact more than one Scheme Facility; (3) the Lender or its conduct represents a reputational risk to the Scheme or the Guarantor; or (4) the Lender has not acted in accordance with the general standard of care in Clause 3.1 (Standard of care of the Lender), then this may (if determined by the Guarantor in its absolute discretion) also constitute an Audit Default.

Monitoring and Audit. (Aa) The Guarantor is Guarantors are not bound to monitor or verify, and shall not be responsible for monitoring or verifying verifying, the use of any money advanced amounts granted by the Lender Intermediary to Borrowers SMEs or utilised from time to time by a Borrowerthe SME, in each case, under the Scheme FacilitiesCovered SME Transactions. Notwithstanding this, the Guarantor Counterparty may, at any time, request information from the Lender Intermediary to enable the Guarantor Guarantors to verify: (1) verify whether a facility was an SME Transaction is an Eligible Facility as at its Offer Date SME Transaction and whether its inclusion in the Scheme Portfolio is in compliance with the terms of this Agreement and any Related Agreement; and/or (2) that the information included in the Scheme Portal with respect to a Scheme Facility is accurate in all material respects. The Lender will Intermediary shall supply to the Guarantor Counterparty any such information requested by the GuarantorCounterparty. (Bb) To enable the monitoring, control and auditing of the correct use of the Scheme JEREMIE Funds and compliance with the provisions of this Agreement and each Related Agreementwith a view, inter alia, to the Guarantors satisfying their obligations to the National Authorities, the Lender Intermediary acknowledges and agrees that any Guarantor Related Party has each of the Relevant Parties shall have the right to carry out audits and controls and to request information about in respect of this Agreement, any Related Agreement and the Scheme Facilitiesits execution. The Lender will Intermediary shall permit monitoring visits and inspections by each of the Relevant Parties of its business operations, books and records relating to which are in connection with this Agreement, any Related Agreement and or its execution. As these controls may include on the Scheme Facilities by any Guarantor Related Party, provided that it receives at least five (5) Business Days’ notice spot controls of such visit or inspection. For these purposesthe Intermediary, the Lender will Intermediary shall permit access to its premises to each Guarantor Related Party of the Relevant Parties during normal business hours. (Cc) The Lender will, and will procure that its officers, employees, agents and delegates (including any Lender Delegate) will, give the Guarantor Related Parties all such reasonable assistance (including, but not limited to, investigating (where appropriate) and responding Intermediary further undertakes to any enquiries raised by the Guarantor Related Party in connection with an audit/monitoring) and disclose to the Guarantor Related Parties such documents, records and information maintained by the Lender about the Borrowers and/or the Scheme Facilities which are relevant to the audit/control as needed by the Guarantor Related Parties to enable them to complete an audit to their satisfaction (except where the Lender is prohibited from such disclosure by law (including by a court order)). (D) The Lender will investigate (where appropriate) and respond to any enquires made by the Guarantor Related Parties about the information, documents, reports and records provided to the Guarantor Related Parties pursuant to this Clause or pursuant to Clause 13 (except where the Lender is prohibited from such disclosure by law (including by a court order)). (E) At such frequency as the Guarantor Related Parties may reasonably determine, the Lender agrees to ensure that one or more of its officers or employees (in each case holding a senior position include in the Lender) is available to meet with a representative of the Guarantor Related Parties, legal documentation concerning each such meeting to beSME Transaction : (1i) held at a location 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 at a date and time agreed as being mutually convenient required to both be included in any report by the Lender Intermediary, the ECA, the Commission, the agents of the Commission (including ▇▇▇▇) and/or the National Authorities and the Guarantor Related Party; and (2) used as Guarantors and a forum for discussing any relevant matters relating to the operation of this Agreement and any Related Agreement including, but not limited to, any operational difficulties or issues arising and needing to be addressed. (F) Any information, documents, reports and records requested by any Guarantor Related Party pursuant to Clauses 13.2 or 13.3 shall be provided consent by the Lender in whatever manner or form requested by relevant SME to any such Guarantor Related Party. Each Guarantor Related Party has sole discretion as to information being shared between the method it adopts to exercise its monitoringIntermediary, control and auditing rights under this Clause 13.3 the ECA, the Commission, the agents of the Commission (including OLAF) and/or the National Authorities and the Lender may not refuse any request for information, monitoring visit, inspection or similar (each as contemplated in this Clause 13.3) on the basis that the Lender would prefer that the Guarantor exercises its monitoring, control and auditing rights using another methodGuarantors. (G) Where an audit or monitoring assessment has identified any remedial or management actions, the Lender will address such actions in a manner and within timeframes agreed with the Guarantor Related Party. (H) If the Lender fails to address the remedial or management actions to the satisfaction of the Guarantor within the agreed timeframes then this will constitute an “Audit Default” for the purposes of Clause 17.2 (Suspension and early termination). (I) Notwithstanding paragraph (H) above, where an audit or monitoring assessment indicates that: (1) the Lender is in breach of a significant number of rules in respect of the Scheme; (2) the Lender is in breach of any rules in respect of the Scheme that would adversely impact more than one Scheme Facility; (3) the Lender or its conduct represents a reputational risk to the Scheme or the Guarantor; or (4) the Lender has not acted in accordance with the general standard of care in Clause 3.1 (Standard of care of the Lender), then this may (if determined by the Guarantor in its absolute discretion) also constitute an Audit Default.

Monitoring and Audit. (A) The No Guarantor Related Party is not responsible for monitoring or verifying the use of any money advanced by the Lender to Borrowers the Borrower or utilised from time to time by a Borrower, in each case, the Borrower under the Scheme FacilitiesCovered EMFS Financing. Notwithstanding this, the Guarantor for itself or on behalf of any other Guarantor Related Party may, at any time, request information from the Lender to enable the that Guarantor Related Party to verify: (1) verify whether a facility financing was an Eligible Facility EMFS Financing as at its Offer the Effective Date and whether its inclusion in the Scheme is in compliance with the terms of this Agreement the EMFS Guarantee and any Related Agreement; and/or (2) that the information included in the Scheme Portal with respect to a Scheme Facility is accurate in all material respectsDocuments. The Lender will promptly supply to the Guarantor any such information requested by the Guarantor. (B) To enable the monitoring, control and auditing of the correct use of the Scheme EMFS Guarantee and compliance with this Agreement and each Related Agreementthe EMFS Guarantee, the Lender agrees that any Guarantor Related Party has the right to carry out audits and controls and to request information about this Agreement, any Related Agreement the EMFS Guarantee and the Scheme FacilitiesCovered EMFS Financing. The Lender will permit monitoring visits and inspections of its business operations, books and records relating to this Agreement, any Related Agreement the EMFS Guarantee and the Scheme Facilities Covered EMFS Financing by any Guarantor Related Party, provided that it receives at least five (5) Business Days’ notice of such visit or inspection. For these purposes, the Lender will permit access to its premises to each Guarantor Related Party during normal business hours. (C) The Lender will, and will procure that its officers, employees, employees and agents and delegates (including any Lender Delegate) will, give the each Guarantor Related Parties Party all such reasonable assistance (including, but not limited to, including investigating (where appropriate) and responding to any enquiries raised by the that Guarantor Related Party in connection with an audit/monitoring) and disclose to the each Guarantor Related Parties Party such documents, records and information maintained by the Lender about the Borrowers Borrower and/or the Scheme Facilities Covered EMFS Financing which are relevant to the audit/control as needed by the any Guarantor Related Parties Party to enable them it to complete an audit to their 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 the any Guarantor Related Parties Party about the information, documents, reports and records provided to the Guarantor Related Parties pursuant to this Clause or pursuant to Clause 13 same (except where the Lender is prohibited from such disclosure by law (including by a court order)). (E) At such frequency as the any Guarantor Related Parties 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 the that Guarantor Related PartiesParty, each such meeting to be: (1) held at a location and at a date and time agreed as being mutually convenient to both all of the Lender Lender, the Guarantor and the that Guarantor Related Party; and (2) used as a forum for discussing any relevant matters relating to the operation of this Agreement and any Related Agreement including, but not limited to, the EMFS Guarantee including any operational difficulties or issues arising and needing to be addressed. (F) Any information, documents, reports and records requested by any Guarantor Related Party pursuant to Clauses 13.2 or 13.3 shall be provided by the Lender in whatever manner or form requested by such Guarantor Related Party. Each Guarantor Related Party has sole discretion as to the method it adopts to exercise its monitoring, control and auditing rights under this Clause 13.3 and the Lender may not refuse any request for information, monitoring visit, inspection or similar (each as contemplated in this Clause 13.3) on the basis that the Lender would prefer that the Guarantor exercises its monitoring, control and auditing rights using another method. (G) Where an audit or monitoring assessment has identified any remedial or management actions, the Lender will address such actions in a manner and within timeframes agreed with the Guarantor Related Party. (H) If the Lender fails to address the remedial or management actions to the satisfaction of the Guarantor within the agreed timeframes then this will constitute an “Audit Default” for the purposes of Clause 17.2 (Suspension and early termination). (I) Notwithstanding paragraph (H) above, where an audit or monitoring assessment indicates that: (1) the Lender is in breach of a significant number of rules in respect of the Scheme; (2) the Lender is in breach of any rules in respect of the Scheme that would adversely impact more than one Scheme Facility; (3) the Lender or its conduct represents a reputational risk to the Scheme or the Guarantor; or (4) the Lender has not acted in accordance with the general standard of care in Clause 3.1 (Standard of care of the Lender), then this may (if determined by the Guarantor in its absolute discretion) also constitute an Audit Default.

Monitoring and Audit. (A) The No Guarantor Related Party is not responsible for monitoring or verifying the use of any money advanced by the Lender to Borrowers the Borrower or utilised from time to time by a Borrower, in each case, the Borrower under the Scheme FacilitiesCovered EMFS Financing. Notwithstanding this, the Guarantor for itself or on behalf of any other Guarantor Related Party may, at any time, request information from the Lender to enable the that Guarantor Related Party to verify: (1) verify whether a facility financing was an Eligible Facility EMFS Financing as at its Offer the Effective Date and whether its inclusion in the Scheme is in compliance with the terms of this Agreement the EMFS Guarantee and any Related Agreement; and/or (2) that the information included in the Scheme Portal with respect to a Scheme Facility is accurate in all material respectsDocuments. The Lender will promptly supply to the Guarantor any such information requested by the Guarantor. (B) To enable the monitoring, control and auditing of the correct use of the Scheme EMFS Guarantee and compliance with this Agreement and each Related Agreementthe EMFS Guarantee, the Lender agrees that any Guarantor Related Party has the right to carry out audits and controls and to request information about this Agreement, any Related Agreement the EMFS Guarantee and the Scheme FacilitiesCovered EMFS Financing. The Lender will permit monitoring visits and inspections of its business operations, books and records relating to this Agreement, any Related Agreement the EMFS Guarantee and the Scheme Facilities Covered EMFS Financing by any Guarantor Related Party, provided that it receives at least five (5) Business Days’ notice of such visit or inspection. For these purposes, the Lender will permit access to its premises to each Guarantor Related Party during normal business hours. (C) The Lender will, and will procure that its officers, employees, employees and agents and delegates (including any Lender Delegate) will, give the each Guarantor Related Parties Party all such reasonable assistance (including, but not limited to, including investigating (where appropriate) and responding to any enquiries raised by the that Guarantor Related Party in connection with an audit/monitoring) and disclose to the each Guarantor Related Parties Party such documents, records and information maintained by the Lender about the Borrowers Borrower and/or the Scheme Facilities Covered EMFS Financing which are relevant to the audit/control as needed by the any Guarantor Related Parties Party to enable them it to complete an audit to their its satisfaction (except where the Lender is prohibited from such disclosure by law (including by a court order)). (D) The Lender will investigate (where appropriate) If requested at any time and respond from time to time by any enquires made by the Guarantor Related Parties about Party, the Lender shall promptly and (if a Payment Claim has been made) in any event within two Business Days of any such request: (1) supply to that Guarantor Related Party such information, documents, reports and records provided to about the 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 that Guarantor Related Parties pursuant Party may require; (2) investigate (where appropriate) any matter set out in or arising from the information provided in paragraph (1); and (3) respond to this Clause any enquires made by that Guarantor Related Party about any matter set out in or pursuant to Clause 13 arising from the information provided in paragraph (except 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 the any Guarantor Related Parties 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 the that Guarantor Related PartiesParty, each such meeting to be: (1) held at a location and at a date and time agreed as being mutually convenient to both all of the Lender Lender, the Guarantor and the that Guarantor Related Party; and (2) used as a forum for discussing any relevant matters relating to the operation of this Agreement and any Related Agreement including, but not limited to, the EMFS Guarantee including any operational difficulties or issues arising and needing to be addressed. (F) Any information, documents, reports and records requested by any Guarantor Related Party pursuant to Clauses 13.2 or 13.3 shall be provided by the Lender in whatever manner or form requested by such Guarantor Related Party. Each Guarantor Related Party has sole discretion as to the method it adopts to exercise its monitoring, control and auditing rights under this Clause 13.3 and the Lender may not refuse any request for information, monitoring visit, inspection or similar (each as contemplated in this Clause 13.3) on the basis that the Lender would prefer that the Guarantor exercises its monitoring, control and auditing rights using another method. (G) Where an audit or monitoring assessment has identified any remedial or management actions, the Lender will address such actions in a manner and within timeframes agreed with the Guarantor Related Party. (H) If the Lender fails to address the remedial or management actions to the satisfaction of the Guarantor within the agreed timeframes then this will constitute an “Audit Default” for the purposes of Clause 17.2 (Suspension and early termination). (I) Notwithstanding paragraph (H) above, where an audit or monitoring assessment indicates that: (1) the Lender is in breach of a significant number of rules in respect of the Scheme; (2) the Lender is in breach of any rules in respect of the Scheme that would adversely impact more than one Scheme Facility; (3) the Lender or its conduct represents a reputational risk to the Scheme or the Guarantor; or (4) the Lender has not acted in accordance with the general standard of care in Clause 3.1 (Standard of care of the Lender), then this may (if determined by the Guarantor in its absolute discretion) also constitute an Audit Default.