Common use of Access to Certain Documentation and Information Clause in Contracts

Access to Certain Documentation and Information. Regarding the ------------------------------------------------------------- Mortgage Loans. -------------- (a) The Servicer and the Transferor shall provide to the Certificateholders which are federally insured savings and loan associations, the Office of Thrift Supervision (successor to the Federal Home Loan Bank Board), the Federal Deposit Insurance Corporation and the supervisory agents and examiners of the Office of Thrift Supervision, access to the documentation regarding the Mortgage Loans to the extent required by applicable regulations of the Office of Thrift Supervision and the Federal Deposit Insurance Corporation (acting as operator of the SAIF or the BIF). The Servicer and the Transferor shall provide to the Trustee, and the Servicer, the Transferor and the Trustee shall provide to the Certificate Insurer, access to the documentation regarding the Mortgage Loans. Such access in all cases shall be afforded without charge, but only upon reasonable request and during normal business hours at the offices of the Servicer, the Transferor or the Trustee, as the case may be. Nothing in this Section 3.11(a) shall derogate from the obligation of the Transferor or the Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors, and the failure of the Transferor or the Servicer to provide access as provided in this Section 3.11(a) as a result of such obligation shall not constitute a breach of this Section 3.11(a). (b) The Servicer shall supply information in such form as the Trustee shall reasonably request to the Paying Agent and the Trustee, on or before the Determination Date preceding the related Distribution Date, as is required in the Trustee's reasonable judgment to enable the Paying Agent or the Trustee, as the case may be, to make required distributions and to furnish the required reports to Certificateholders and to make any drawing under the Certificate Insurance Policy.

Access to Certain Documentation and Information. Regarding the ------------------------------------------------------------- Mortgage Loans. -------------- (a) The Each of the Servicer and the Transferor Subservicer shall provide to the Certificateholders which are federally insured savings Trustee or any Noteholder and loan associationstheir duly authorized representatives, the Office of Thrift Supervision (successor to the Federal Home Loan Bank Board), the Federal Deposit Insurance Corporation and the supervisory agents and examiners of the Office of Thrift Supervision, attorneys or accountants access to the any and all documentation and to any existing data processing systems (including, but not limited to, any data that can reasonably be generated therefrom) regarding the Mortgage Loans to Trust Estate (including the extent required by applicable regulations of Contract Schedule) that the Office of Thrift Supervision and the Federal Deposit Insurance Corporation (acting as operator of the SAIF or the BIF). The Servicer and the Transferor shall provide to the TrusteeSubservicer may possess, and the Servicer, the Transferor and the Trustee shall provide to the Certificate Insurer, such access to the documentation regarding the Mortgage Loans. Such access in all cases shall be being afforded without charge, charge but only upon reasonable request and during normal business hours so as not to interfere unreasonably with the Servicer's or Subservicer's normal operations or customer or employee relations, at the offices of the ServicerServicer and the Subservicer designated by the Servicer and the Subservicer. If a Servicer Event of Default, a Subservicer Event of Default, a Cash Accumulation Event or a Trigger Event has occurred, the Transferor reasonable costs of providing the foregoing shall be borne by the Servicer; otherwise, the Person seeking the foregoing shall pay its, his or her own expenses relating to the foregoing. (b) At all times during the term hereof, the Servicer shall keep available at its principal executive office for inspection by Noteholders and the Trustee a list of all Contracts the interests in which are then held as a part of the Trust Estate, together with a reconciliation of such list to that set forth in the Contract Schedule and each of the Monthly Servicer's Reports, indicating the cumulative addition and removal of the Issuer's interest in the Contracts from the Trust Estate. (c) Each of the Servicer and the Subservicer will maintain accounts and records as to each respective Contract serviced by the Servicer and the Subservicer that are accurate and sufficiently detailed as to permit (i) the reader thereof to know as of the most recent Calculation Date the status of such Contract, including any payments, Residual Proceeds and Recoveries received or owing (and the nature of each) thereon and (ii) the reconciliation between payments, Residual Proceeds or Recoveries on (or with respect to) each Contract and the amounts from time to time deposited in the Collection Account in respect of such Contract. (d) Each of the Servicer and the Subservicer will maintain all of its computerized accounts and records so that, from and after the time of the acquisition of an interest in the Purchased Assets by the Issuer, the Servicer's and the Subservicer's accounts and records (including any back-up computer archives) that refer to any Contract, Receivable or Credits indicate clearly that the Receivables are owned by the Issuer and are pledged, together with the Issuer's security interest in the related Credits, to the Trustee for the benefit of the Noteholders. Indication of the Trustee's interest in a Receivable will be deleted from or modified on the Servicer's accounts and records when, and only when, the Receivable or related Contract has been paid in full, replaced with a Substitute Contract or purchased by Trendwest or the TrusteeIssuer or assigned to the Servicer pursuant to this Agreement, as the case may be. . (e) Nothing in this Section 3.11(a) 4.04 shall derogate from affect the obligation of the Transferor Servicer or the Servicer Subservicer to observe any applicable law prohibiting disclosure of information regarding the MortgagorsObligors, and the failure of the Transferor or the Servicer to provide access as provided in information otherwise required by this Section 3.11(a) 4.04 as a result of such obligation observance by the Servicer, shall not constitute a breach of this Section 3.11(a)4.04. (bf) The Servicer shall supply All information in such form as obtained by the Trustee or any Noteholder regarding any Reported Company (pursuant to Section 4.02 or otherwise), the Obligors and the Contracts, whether upon exercise of its rights under this Section 4.04 or otherwise, shall reasonably request be maintained by the Trustee and the Noteholder, as applicable, in confidence in accordance with procedures adopted by the Trustee or such Noteholder, as applicable, in good faith to protect such confidential information; provided that the Trustee and any Noteholder may deliver or disclose such confidential information to (i) their directors, officers, employees, agents, attorneys and affiliates (to the Paying Agent extent such disclosure reasonably relates to the administration of the investment represented by the Notes), (ii) their financial advisors and other professional advisors who agree to hold confidential such information substantially in accordance with the Trusteeterms of this Section 4.04(f), on (iii) any other holder of any Note, (iv) any Institutional Investor to which any Noteholder sells or before the Determination Date preceding the related Distribution Date, as is required in the Trustee's reasonable judgment offers to enable the Paying Agent or the Trustee, as the case may be, to make required distributions and to furnish the required reports to Certificateholders and to make any drawing under the Certificate Insurance Policy.sell such Note or

Access to Certain Documentation and Information. Regarding the ------------------------------------------------------------- Mortgage Loans. -------------- (a) The Servicer and the Transferor shall provide to the Certificateholders which are federally insured savings Trustee or any Noteholder and loan associationstheir duly authorized representatives, the Office of Thrift Supervision (successor to the Federal Home Loan Bank Board), the Federal Deposit Insurance Corporation and the supervisory agents and examiners of the Office of Thrift Supervision, attorneys or accountants access to the any and all documentation and to any existing data processing systems (including, but not limited to, any data that can reasonably be generated therefrom) regarding the Mortgage Loans to Trust Estate (including the extent required by applicable regulations of Contract Schedule) that the Office of Thrift Supervision and the Federal Deposit Insurance Corporation (acting as operator of the SAIF or the BIF). The Servicer and the Transferor shall provide to the Trusteemay possess, and the Servicer, the Transferor and the Trustee shall provide to the Certificate Insurer, such access to the documentation regarding the Mortgage Loans. Such access in all cases shall be being afforded without charge, charge but only upon reasonable request and during normal business hours so as not to interfere unreasonably with the Servicer's normal operations or customer or employee relations, at the offices of the Servicer designated by the Servicer. If a Servicer Event of Default or a Trigger Event has occurred, the Transferor reasonable costs of providing the foregoing shall be borne by the Servicer; otherwise, the Person seeking the foregoing shall pay its, his or her own expenses relating to the foregoing. (b) At all times during the term hereof, the Servicer shall keep available at its principal executive office for inspection by Noteholders and the Trustee a list of all Contracts the interests in which are then held as a part of the Trust Estate, together with a reconciliation of such list to that set forth in the Contract Schedule and each of the Monthly Servicer's Reports, indicating the cumulative addition and removal of the Issuer's interest in the Contracts from the Trust Estate. (c) The Servicer will maintain accounts and records as to each respective Contract serviced by the Servicer that are accurate and sufficiently detailed as to permit (i) the reader thereof to know as of the most recent Calculation Date the status of such Contract including any payments, Residual Proceeds and Recoveries received or owing (and the nature of each) thereon and (ii) the reconciliation between payments, Residual Proceeds or Recoveries on (or with respect to) each Contract and the amounts from time to time deposited in the Collection Account in respect of such Contract or Mortgage Loan, as applicable. (d) The Servicer will maintain all of its computerized accounts and records so that, from and after the time of the acquisition of an interest in the Assets by the Issuer, the Servicer's accounts and records (including any back-up computer archives) that refer to any Contract, Receivable or Related Security indicate clearly that the Contracts and Receivables are owned by the Issuer and are pledged, together with the Issuer's interest in the Related Security, to the Trustee for the benefit of the Noteholders. Indication of the Trustee's interest in a Receivable will be deleted from or modified on the Servicer's accounts and records when, and only when, the Receivable or related Contract has been paid in full, replaced with a Substitute Contract or purchased by Trendwest or the TrusteeIssuer or assigned to the Servicer pursuant to this Agreement, as the case may be. . (e) Nothing in this Section 3.11(a) 4.04 shall derogate from affect the obligation of the Transferor or the Servicer to observe any applicable law prohibiting disclosure of information regarding the MortgagorsObligors, and the failure of the Transferor or the Servicer to provide access as provided in information otherwise required by this Section 3.11(a) 4.04 as a result of such obligation observance by the Servicer, shall not constitute a breach of this Section 3.11(a)4.04. (bf) The Servicer shall supply All information in such form as (that is not public information) obtained by the Trustee or any Noteholder regarding any Reported Company (pursuant to Section 4.02 or otherwise), the Obligors and the Contracts whether upon exercise of its rights under this Section 4.04 or otherwise, shall reasonably request be maintained by the Trustee and the Noteholder, as applicable, in confidence in accordance with procedures adopted by the Trustee or such Noteholder, as applicable, in good faith to protect such confidential information; provided that the Trustee and any Noteholder may deliver or disclose such confidential information to (i) their directors, officers, trustees, managers, employees, agents, attorneys and affiliates (to the Paying Agent extent such disclosure reasonably relates to the exercise of the rights and obligations of the Trustee under the Transaction Documents or the administration of the investment represented by the Notes), (ii) their financial advisors and other professional advisors who agree to hold confidential such information substantially in accordance with the terms of this Section 4.04(f), (iii) any other holder of any Note, (iv) any Institutional Investor to which any Noteholder sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such confidential information to be bound by the provisions of this Section 4.04(f)), (v) any federal or state regulatory authority having jurisdiction over the Trustee or any Noteholder, (vi) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agencies that requires access to information about the Noteholders' investment portfolio, (vii) the Rating Agencies or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to the Trustee or any Noteholder, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which the Trustee or any Noteholder is a party or (z) if an Event of Default has occurred and is continuing, to the extent the Trustee or any Noteholder may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Notes and the Trustee, on or before the Determination Date preceding the related Distribution Date, as is required in the Trustee's reasonable judgment to enable the Paying Agent or the Trustee, as the case may be, to make required distributions and to furnish the required reports to Certificateholders and to make any drawing under the Certificate Insurance PolicyTransaction Documents.

Access to Certain Documentation and Information. Regarding the ------------------------------------------------------------- Mortgage Loans. -------------- (a) The Servicer and the Transferor shall provide to the Certificateholders which are federally insured savings and loan associationsBack-up Servicer, MBIA, the Office of Thrift Supervision (successor to the Federal Home Loan Bank Board)Trustee, the Federal Deposit Insurance Corporation or any Certificateholder and the supervisory agents and examiners of the Office of Thrift Supervisiontheir duly authorized representatives, attorneys or accountants access to the any and all documentation regarding the Mortgage Loans to Trust Estate (including the extent required by applicable regulations of Series Lease Schedule) that the Office of Thrift Supervision and the Federal Deposit Insurance Corporation (acting as operator of the SAIF or the BIF). The Servicer and the Transferor shall provide to the Trusteemay possess, and the Servicer, the Transferor and the Trustee shall provide to the Certificate Insurer, such access to the documentation regarding the Mortgage Loans. Such access in all cases shall be being afforded without charge, charge but only upon reasonable request and during normal business hours so as not to interfere unreasonably with the Servicer's normal operations or customer or employee relations, at the offices of the Servicer designated by the Servicer. (b) At all times during the term hereof, the Servicer shall keep available at its principal executive office for inspection by Certificateholders, the Trustee, the Back-up Servicer and MBIA a list of all Lease Contracts then held as a part of the Trust Estate, together with a reconciliation of such list to that set forth in the Series Lease Schedules and each of the Monthly Servicer's Reports, indicating the cumulative addition and removal of Lease Contracts from the Trust Estate. (c) The Servicer will maintain accounts and records as to each respective Lease Contract serviced by the Servicer that are accurate and sufficiently detailed as to permit (i) the reader thereof to know as of the most recent Calculation Date the status of such Lease Contract, including any payments, Insurance Proceeds, Residual Proceeds and Recoveries received or owing (and the nature of each) thereon and (ii) the reconciliation between payments, Insurance Proceeds, Residual Proceeds or Recoveries on (or with respect to) each Lease Contract and the amounts from time to time deposited in the Collection Account in respect of such Lease Contract. (d) The Servicer will maintain all of its computerized accounts and records so that, from and after each Acquisition Date and the conveyance of the related Lease Contract, Lease Receivables and Equipment to the Trustee, the Servicer's accounts and records (including any back-up computer archives) that refer to any such Lease Contracts, Lease Receivables or Equipment indicate clearly that the Lease Contracts, Lease Receivables and Equipment are owned by the Trustee for the benefit of MBIA and the Certificateholders. Indication of the Trustee's interest in a Lease Contract will be deleted from or modified on the Servicer's accounts and records when, and only when, the Lease Contract has been paid in full, replaced with a Substitute Lease Contract or purchased by the Company or the Transferor or conveyed to the Trustee, as the case may be. Servicer pursuant to this Agreement. (e) Nothing in this Section 3.11(a) 4.04 shall derogate from affect the obligation of the Transferor or the Servicer to observe any applicable law prohibiting disclosure of information regarding the MortgagorsCustomers, and the failure of the Transferor or the Servicer to provide access as provided in information otherwise required by this Section 3.11(a) 4.04 as a result of such obligation observance by the Servicer, shall not constitute a breach of this Section 3.11(a)4.04. (bf) The Servicer shall supply All information in such form as the Trustee shall reasonably request to the Paying Agent and obtained by the Trustee, on the Back-up Servicer, MBIA or before any Certificateholder regarding the Determination Date preceding Customers and the related Distribution DateLease Contracts, as is required in the Trustee's reasonable judgment to enable the Paying Agent whether upon exercise of its rights under this Section 4.04 or otherwise, shall be maintained by the Trustee, the Back-up Servicer, MBIA or the Certificateholder, as applicable, in confidence and shall not be disclosed to any other Person, unless such disclosure shall not violate any applicable law or regulation or any proprietary rights of the case Company, the Transferor or the Servicer unless ordered by a court of applicable jurisdiction; provided that MBIA may bemake disclosures with respect to any of the above matters to the Rating Agencies, reinsurers or any entity having regulatory authority over MBIA and provided further that the Certificateholders may disclose such information to make required distributions and to furnish the required reports to Certificateholders and to make any drawing under extent permitted by Section 14 of the applicable Certificate Insurance PolicyPurchase Agreement.

Access to Certain Documentation and Information. Regarding the ------------------------------------------------------------- Mortgage Loans. -------------- (a) The Servicer and the Transferor shall provide to each Noteholder copies of any report, document, correspondence or other information concerning the Certificateholders which are federally insured savings and loan associationsTrust Estate, the Office of Thrift Supervision (successor Issuer or the Servicer that is contemporaneously being provided to the Federal Home Loan Bank Board), the Federal Deposit Insurance Corporation and the supervisory agents and examiners of the Office of Thrift Supervision, access to the documentation regarding the Mortgage Loans to the extent required by applicable regulations of the Office of Thrift Supervision and the Federal Deposit Insurance Corporation (acting as operator of the SAIF or the BIF)Indenture Trustee. The Servicer and the Transferor shall provide to the Trustee, and the Servicer, the Transferor and the Indenture Trustee shall provide to each Noteholder copies of any report, document, correspondence or other information concerning the Certificate InsurerTrust Estate, the Issuer or the Servicer that is contemporaneously being provided to the Servicer. Furthermore, each Noteholder and its representatives may upon reasonable advance notice to the Servicer or the Issuer have access to the documentation regarding Servicer's or the Mortgage LoansIssuer's premises, respectively, and have access to any information recorded in any form (including without limitation computer data and software) concerning the Trust Estate or the Issuer that is in the possession or under the control of the Servicer or the Issuer, including the ability to make copies of all such information. Such access in The Servicer will also provide any other non-proprietary, non-confidential information or documents reasonably requested and will cooperate to obtain any records or documents that are not within its possession or control relating to the Trust Estate. (b) At all cases times during the term hereof, the Servicer shall keep available at its principal executive office for inspection by Noteholders, the Indenture Trustee and the Issuer copies of all Documentation and copies of the Policy Schedule. Notwithstanding the foregoing, for all purposes of this Agreement and the Amended and Restated Indenture, the Policy Schedule maintained by the Indenture Trustee shall be afforded without chargethe definitive Policy Schedule, but only upon reasonable request absent manifest error. (c) The Servicer will maintain accounts and during normal business hours at records as to each respective Policy serviced by the offices Servicer that are accurate and sufficiently detailed as to permit (i) the reader thereof to know as of the most recent Calculation Date the status of such Policy, including the payment of any Policy Proceeds and Recoveries received or owing (and the nature of each) thereon and (ii) the reconciliation between payments of Policy Proceeds or Recoveries on (or with respect to) each Policy and the amounts from time to time deposited in the Collection Account in respect of such Policy. (d) The Servicer will maintain all of its accounts and records (including any back-up computer archives) such that, from and after the Closing Date and each Acquisition Date and the grant of the security interest in the related Policy to the Indenture Trustee, any reference therein to any such Policy indicates clearly that the Policy and the related Documentation are owned by the Issuer and pledged to the Indenture Trustee for the benefit of the Noteholders. Indication of the Indenture Trustee's interest in a Policy will be deleted from or modified on the Servicer's accounts and records and the Monthly Servicing Report when, and only when, the Transferor Policy Proceeds thereon have been paid in full, the Policy is replaced with a Substitute Policy or the Trustee, as Policy is repurchased by PWCC or the case may be. Owner. (e) Nothing in this Section 3.11(a) 5.12 shall derogate from affect the obligation of the Transferor or the Servicer to observe any applicable law prohibiting disclosure of information regarding the MortgagorsInsureds, the Obligors or the Policies and the failure of the Transferor or the Servicer to provide access as provided in information otherwise required by this Section 3.11(a) 5.12 as a result of such obligation observance by the Servicer, shall not constitute a breach of this Section 3.11(a)5.12. (bf) The Servicer All information obtained by the Indenture Trustee or any Noteholder regarding the Insureds, the Obligors or the Policies, whether upon exercise of its rights under this Section 5.12 or otherwise, shall supply be maintained by the Indenture Trustee or the Noteholder, as applicable, in confidence and shall not be disclosed to any other Person, unless and to the extent that such disclosure: (i) is required by regulation, law or court order or requested by appropriate governmental or regulatory authorities; (ii) is made by the Indenture Trustee or a Noteholder to its respective officers, directors, auditors, attorneys, employees, professional consultants or agents who would have access to such information in the normal course of the performance of such form as the Trustee shall reasonably request Person's duties; (iii) is made to Noteholders, prospective Noteholders, or other parties to the Paying Agent and Transaction Documents; (iv) is required or requested by the NAIC Securities Valuation Office from a Noteholder; (v) is necessary to enforce any of the provision of the Transaction Documents; or (vii) with respect to the Indenture Trustee, on or before the Determination Date preceding the related Distribution Dateshall, as is required in the Trustee's reasonable judgment to enable sole opinion of the Paying Agent or the Indenture Trustee, as the case may be, be required to make required distributions and to furnish the required reports to Certificateholders and to make exercise any drawing of its rights or perform any of its obligations under the Certificate Insurance PolicyAmended and Restated Indenture, provided that the Indenture Trustee will use its best efforts to provide prior notice of such disclosure to the Issuer.

Access to Certain Documentation and Information. Regarding the ------------------------------------------------------------- Mortgage Loans. -------------- (a) The Each of the Servicer and the Transferor Subservicer shall provide to the Certificateholders which are federally insured savings Trustee or any Noteholder and loan associationstheir duly authorized representatives, the Office of Thrift Supervision (successor to the Federal Home Loan Bank Board), the Federal Deposit Insurance Corporation and the supervisory agents and examiners of the Office of Thrift Supervision, attorneys or accountants access to the any and all documentation and to any existing data processing systems (including, but not limited to, any data that can reasonably be generated therefrom) regarding the Mortgage Loans to applicable Series Trust Estate (including the extent required by applicable regulations of Contract Schedule) that the Office of Thrift Supervision and the Federal Deposit Insurance Corporation (acting as operator of the SAIF or the BIF). The Servicer and the Transferor shall provide to the TrusteeSubservicer may possess, and the Servicer, the Transferor and the Trustee shall provide to the Certificate Insurer, such access to the documentation regarding the Mortgage Loans. Such access in all cases shall be being afforded without charge, charge but only upon reasonable request and during normal business hours so as not to interfere unreasonably with the Servicer's or Subservicer's normal operations or customer or employee relations, at the offices of the ServicerServicer and the Subservicer designated by the Servicer and the Subservicer. If a Servicer Event of Default, a Subservicer Event of Default, a Cash Accumulation Event or a Trigger Event has occurred, the Transferor reasonable costs of providing the foregoing shall be borne by the Servicer; otherwise, the Person seeking the foregoing shall pay its, his or her own expenses relating to the foregoing. (b) At all times during the term hereof, the Servicer shall keep available at its principal executive office for inspection by Noteholders and the Trustee a list of all Contracts the interests in which are then held as a part of each Series Trust Estate, together with a reconciliation of such list to that set forth in the Contract Schedule and each of the Monthly Servicer's Reports, indicating the cumulative addition and removal of the Issuer's interest in the Contracts from each Series Trust Estate. (c) Each of the Servicer and the Subservicer will maintain accounts and records as to each respective Contract serviced by the Servicer and the Subservicer that are accurate and sufficiently detailed as to permit (i) the reader thereof to know as of the most recent Calculation Date the status of such Contract, including any payments, Residual Proceeds and Recoveries received or owing (and the nature of each) thereon and (ii) the reconciliation between payments, Residual Proceeds or Recoveries on (or with respect to) each Contract and the amounts from time to time deposited in the applicable Collection Account in respect of such Contract. (d) Each of the Servicer and the Subservicer will maintain all of its computerized accounts and records so that, from and after the time of the acquisition of an interest in the Purchased Assets by the Issuer, the Servicer's and the Subservicer's accounts and records (including any back-up computer archives) that refer to any Contract, Receivable or Credits indicate clearly that the Receivables are owned by the Issuer and are pledged, together with the Issuer's security interest in the related Credits, to the Trustee for the benefit of the Noteholders of a particular Series. Indication of the Trustee's interest in a Receivable will be deleted from or modified on the Servicer's accounts and records when, and only when, the Receivable or related Contract has been paid in full, replaced with a Substitute Contract or purchased by Trendwest or the TrusteeIssuer or assigned to the Servicer pursuant to this Agreement, as the case may be. . (e) Nothing in this Section 3.11(a) 4.04 shall derogate from affect the obligation of the Transferor Servicer or the Servicer Subservicer to observe any applicable law prohibiting disclosure of information regarding the MortgagorsObligors, and the failure of the Transferor or the Servicer to provide access as provided in information otherwise required by this Section 3.11(a) 4.04 as a result of such obligation observance by the Servicer, shall not constitute a breach of this Section 3.11(a)4.04. (bf) The Servicer shall supply All information in such form as (that is not public information) obtained by the Trustee or any Noteholder regarding any Reported Company (pursuant to Section 4.02 or otherwise), the Obligors and the Contracts, whether upon exercise of its rights under this Section 4.04 or otherwise, shall reasonably request be maintained by the Trustee and the Noteholder, as applicable, in confidence in accordance with procedures adopted by the Trustee or such Noteholder, as applicable, in good faith to protect such confidential information; provided that the Trustee and any Noteholder may deliver or disclose such confidential information to (i) their directors, officers, trustees, managers, employees, agents, attorneys and affiliates (to the Paying Agent extent such disclosure reasonably relates to the administration of the investment represented by the Notes), (ii) their financial advisors and other professional advisors who agree to hold confidential such information substantially in accordance with the terms of this Section 4.04(f), (iii) any other holder of any Note, (iv) any Institutional Investor to which any Noteholder sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such confidential information to be bound by the provisions of this Section 4.04(f)), (v) any federal or state regulatory authority having jurisdiction over the Trustee or any Noteholder, (vi) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about the Noteholders' investment portfolio or (vii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to the Trustee or any Noteholder, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which the Trustee or any Noteholder is a party or (z) if an Event of Default has occurred and is continuing, to the extent the Trustee or any Noteholder may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Notes and the Trustee, on or before the Determination Date preceding the related Distribution Date, as is required in the Trustee's reasonable judgment to enable the Paying Agent or the Trustee, as the case may be, to make required distributions and to furnish the required reports to Certificateholders and to make any drawing under the Certificate Insurance PolicyTransaction Documents.

Access to Certain Documentation and Information. Regarding the ------------------------------------------------------------- Mortgage Loans. -------------- (a) ---------------------------- The Master Servicer shall afford, or shall cause the Servicers to afford, the Depositor and the Transferor shall provide to the Certificateholders which are federally insured savings and loan associations, the Office of Thrift Supervision (successor to the Federal Home Loan Bank Board), the Federal Deposit Insurance Corporation and the supervisory agents and examiners of the Office of Thrift Supervision, Trustee reasonable access to the all records and documentation regarding the Mortgage Loans and all accounts, insurance information and other matters relating to the extent required by applicable regulations of the Office of Thrift Supervision and the Federal Deposit Insurance Corporation (acting as operator of the SAIF or the BIF). The Servicer and the Transferor shall provide to the Trusteethis Agreement, and the Servicer, the Transferor and the Trustee shall provide to the Certificate Insurer, such access to the documentation regarding the Mortgage Loans. Such access in all cases shall be being afforded without charge, but only upon reasonable request and during normal business hours at the offices office designated by the Master Servicer. Upon reasonable advance notice in writing, the Master Servicer will provide, or will cause the Servicers to provide, to each Certificateholder which is a savings and loan association, bank or insurance company certain reports and reasonable access to information and documentation regarding the Mortgage Loans sufficient to permit such Certificateholder to comply with applicable regulations of the ServicerOTS or other regulatory authorities with respect to investment in the Certificates; provided that the Master Servicer -------- and any Servicer shall be entitled to be reimbursed by each such Certificateholder for actual expenses incurred by the Master Servicer or such Servicer in providing such reports and access. The Master Servicer shall provide to the OTS and the FDIC and to comparable regulatory authorities supervising Holders of Subordinated Certificates and the examiners and supervisory agents of the OTS, the Transferor FDIC and such other authorities, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS and the FDIC. Such access shall be afforded only upon reasonable and prior written request and during normal business hours at the offices designated by the Master Servicer. Unless prohibited by applicable laws or regulations, the Trustee, as Master Servicer and any Servicer shall be entitled to be reimbursed by the case may berelated Certificateholders for actual expenses incurred by the Master Servicer or such Servicer in providing such access. Nothing in this Section 3.11(a) 3.10 shall derogate from limit the obligation of the Transferor or the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors, Mortgagors and the failure of the Transferor Master Servicer or the any Servicer to provide access as provided in this Section 3.11(a) 3.10 as a result of such obligation shall not constitute a breach of this Section 3.11(a)3.10. (b) The Servicer shall supply information in such form as the Trustee shall reasonably request to the Paying Agent and the Trustee, on or before the Determination Date preceding the related Distribution Date, as is required in the Trustee's reasonable judgment to enable the Paying Agent or the Trustee, as the case may be, to make required distributions and to furnish the required reports to Certificateholders and to make any drawing under the Certificate Insurance Policy.

Access to Certain Documentation and Information. Regarding the ------------------------------------------------------------- Mortgage Loans. -------------- (a) ---------------------------- The Master Servicer shall afford the Depositor and the Transferor shall provide to the Certificateholders which are federally insured savings and loan associations, the Office of Thrift Supervision (successor to the Federal Home Loan Bank Board), the Federal Deposit Insurance Corporation and the supervisory agents and examiners of the Office of Thrift Supervision, Trustee reasonable access to the all records and documentation regarding the Mortgage Loans and all accounts, insurance information and other matters relating to the extent required by applicable regulations of the Office of Thrift Supervision and the Federal Deposit Insurance Corporation (acting as operator of the SAIF or the BIF). The Servicer and the Transferor shall provide to the Trusteethis Agreement, and the Servicer, the Transferor and the Trustee shall provide to the Certificate Insurer, such access to the documentation regarding the Mortgage Loans. Such access in all cases shall be being afforded without charge, but only upon reasonable request and during normal business hours at the offices office designated by the Master Servicer. Upon reasonable advance notice in writing, the Master Servicer will provide to each Certificateholder which is a savings and loan association, bank or insurance company certain reports and reasonable access to information and documentation regarding the Mortgage Loans sufficient to permit such Certificateholder to comply with applicable regulations of the ServicerOTS or other regulatory authorities with respect to investment in the Certificates; provided that the Master Servicer shall be entitled to be -------- reimbursed by each such Certificateholder for actual expenses incurred by the Master Servicer in providing such reports and access. The Master Servicer shall provide to the OTS and the FDIC and to comparable regulatory authorities supervising Holders of Subordinated Certificates and the examiners and supervisory agents of the OTS, the Transferor FDIC and such other authorities, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS and the FDIC. Such access shall be afforded only upon reasonable and prior written request and during normal business hours at the offices designated by the Master Servicer. Unless prohibited by applicable laws or regulations, the Trustee, as Master Servicer shall be entitled to be reimbursed by the case may berelated Certificateholders for actual expenses incurred by the Master Servicer in providing such access. Nothing in this Section 3.11(a) 3.07 shall derogate from limit the obligation of the Transferor or the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors, Mortgagors and the failure of the Transferor or the Master Servicer to provide access as provided in this Section 3.11(a) 3.07 as a result of such obligation shall not constitute a breach of this Section 3.11(a)3.07. (b) The Servicer shall supply information in such form as the Trustee shall reasonably request to the Paying Agent and the Trustee, on or before the Determination Date preceding the related Distribution Date, as is required in the Trustee's reasonable judgment to enable the Paying Agent or the Trustee, as the case may be, to make required distributions and to furnish the required reports to Certificateholders and to make any drawing under the Certificate Insurance Policy.

Access to Certain Documentation and Information. Regarding the ------------------------------------------------------------- Mortgage Loans. -------------- (a) The Servicer and the Transferor shall provide to the Certificateholders which are federally insured savings and loan associationsBack-up Servicer, each Noteholder, the Office of Thrift Supervision (successor to the Federal Home Loan Bank Board), the Federal Deposit Insurance Corporation Note Insurer and the supervisory agents and examiners of the Office of Thrift SupervisionIndenture Trustee, or their duly authorized representatives, attorneys or accountants access to the any and all documentation regarding the Mortgage Loans to Trust Estate (including the extent required by applicable regulations of Contract Schedule) that the Office of Thrift Supervision and the Federal Deposit Insurance Corporation (acting as operator of the SAIF or the BIF). The Servicer and the Transferor shall provide to the Trusteemay possess, and the Servicer, the Transferor and the Trustee shall provide to the Certificate Insurer, such access to the documentation regarding the Mortgage Loans. Such access in all cases shall be being afforded without charge, charge but only upon reasonable request and during normal business hours so as not to interfere unreasonably with the Servicer's normal operations or customer or employee relations, at the offices of the Servicer designated by the Servicer. (b) At all times during the term hereof, the Servicer shall keep available at its principal executive office for inspection by the Indenture Trustee, the Back-up Servicer, the Transferor Note Insurer and each Noteholder a list of all Contracts then held as a part of the Trust Estate, together with a reconciliation of such list to that set forth in the Contract Schedule and each of the Monthly Servicer's Reports, indicating the cumulative addition and removal of Contracts from the Trust Estate. (c) The Servicer shall maintain accounts and records as to each respective Contract serviced by the Servicer that are accurate and sufficiently detailed as to permit (i) the reader thereof to know as of the most recent Calculation Date the status of such Contract, including any payments, Insurance Proceeds, Residual Proceeds and Recoveries received or owing (and the nature of each) thereon and (ii) the reconciliation between payments made, and Insurance Proceeds, Residual Proceeds or Recoveries received on (or with respect to) each Contract and the amounts from time to time deposited in the Collection Account in respect of such Contract. (d) The Servicer shall maintain all of its computerized accounts and records so that, from the Initial Delivery Date and after each Acquisition Date and the Grant of the related Contract, Receivables and Equipment to the Indenture Trustee, the Servicer's accounts and records (including any back-up computer archives) that refer to any such Contracts, Receivables or Equipment indicate clearly that the Contracts, Receivables and Equipment are owned by the Indenture Trustee for the benefit of the Noteholders and the Note Insurer. Indication of the Indenture Trustee's interest in a Contract may be deleted from or modified on the Servicer's accounts and records only after the Contract has been paid in full, replaced with a Substitute Contract or purchased by the Company or the Trustee, as Issuer or conveyed to the case may be. Servicer pursuant to this Agreement. (e) Nothing in this Section 3.11(a) 4.04 shall derogate from affect the obligation of the Transferor or the Servicer to observe any applicable law prohibiting disclosure of information regarding the MortgagorsCustomers, and the failure of the Transferor or the Servicer to provide access as provided in information otherwise required by this Section 3.11(a) 4.04 as a result of such obligation observance by the Servicer, shall not constitute a breach of this Section 3.11(a)4.04. (bf) The Servicer All information obtained by the Indenture Trustee, the Back-up Servicer, the Note Insurer or any Noteholder regarding the Customers and the Contracts, whether upon exercise of its rights under this Section 4.04 or otherwise, shall supply information be maintained by the Indenture Trustee, the Back-up Servicer, the Note Insurer or the Noteholder, as applicable, in confidence and shall not be disclosed to any other Person, unless such form as disclosure shall not violate any applicable law or regulation or any proprietary rights of the Trustee shall reasonably request Company, the Issuer or the Servicer, unless such party is ordered by a court of applicable jurisdiction to make such disclosure; provided that the Note Insurer may make disclosures with respect to any of the above matters to the Paying Agent Rating Agencies, any reinsurer or any entity having regulatory authority over the Note Insurer; and provided further that a Noteholder may disclose such information to the Trustee, on or before extent permitted by the Determination Date preceding the related Distribution Date, as is required in the Trustee's reasonable judgment to enable the Paying Agent or the Trustee, as the case may be, to make required distributions and to furnish the required reports to Certificateholders and to make any drawing under the Certificate Insurance Policyapplicable Purchase Agreement.

Access to Certain Documentation and Information. Regarding the ------------------------------------------------------------- Mortgage Loans. -------------- (a) The Servicer and the Transferor shall provide to the Certificateholders which are federally insured savings Trustee or any Noteholder and loan associationstheir duly authorized representatives, the Office of Thrift Supervision (successor to the Federal Home Loan Bank Board), the Federal Deposit Insurance Corporation and the supervisory agents and examiners of the Office of Thrift Supervision, attorneys or accountants access to the any and all documentation and to any existing data processing systems (including, but not limited to, any data that can reasonably be generated therefrom) regarding the Mortgage Loans to Trust Estate (including the extent required by applicable regulations of Contract Schedule) that the Office of Thrift Supervision and the Federal Deposit Insurance Corporation (acting as operator of the SAIF or the BIF). The Servicer and the Transferor shall provide to the Trusteemay possess, and the Servicer, the Transferor and the Trustee shall provide to the Certificate Insurer, such access to the documentation regarding the Mortgage Loans. Such access in all cases shall be being afforded without charge, charge but only upon reasonable request and during normal business hours so as not to interfere unreasonably with the Servicer's normal operations or customer or employee relations, at the offices of the Servicer designated by the Servicer. If a Servicer Event of Default or a Trigger Event has occurred, the Transferor reasonable costs of providing the foregoing shall be borne by the Servicer; otherwise, the Person seeking the foregoing shall pay its, his or her own expenses relating to the foregoing. (b) At all times during the term hereof, the Servicer shall keep available at its principal executive office for inspection by Noteholders and the Trustee a list of all Contracts the interests in which are then held as a part of the Trust Estate, together with a reconciliation of such list to that set forth in the Contract Schedule and each of the Monthly Servicer's Reports, indicating the cumulative addition and removal of the Issuer's interest in the Contracts from the Trust Estate. (c) The Servicer will maintain accounts and records as to each respective Contract serviced by the Servicer that are accurate and sufficiently detailed as to permit (i) the reader thereof to know as of the most recent Calculation Date the status of such Contract, including any payments, Residual Proceeds and Recoveries received or owing (and the nature of each) thereon and (ii) the reconciliation between payments, Residual Proceeds or Recoveries on (or with respect to) each Contract and the amounts from time to time deposited in the Collection Account in respect of such Contract. (d) The Servicer will maintain all of its computerized accounts and records so that, from and after the time of the acquisition of an interest in the Assets by the Issuer, the Servicer's accounts and records (including any back-up computer archives) that refer to any Contract, Receivable or Vacation Credits indicate clearly that the Receivables are owned by the Issuer and are pledged, together with the Issuer's security interest in the related Vacation Credits, to the Trustee for the benefit of the Noteholders. Indication of the Trustee's interest in a Receivable will be deleted from or modified on the Servicer's accounts and records when, and only when, the Receivable or related Contract has been paid in full, replaced with a Substitute Contract or purchased by Trendwest or the TrusteeIssuer or assigned to the Servicer pursuant to this Agreement, as the case may be. . (e) Nothing in this Section 3.11(a) 4.04 shall derogate from affect the obligation of the Transferor or the Servicer to observe any applicable law prohibiting disclosure of information regarding the MortgagorsObligors, and the failure of the Transferor or the Servicer to provide access as provided in information otherwise required by this Section 3.11(a) 4.04 as a result of such obligation observance by the Servicer, shall not constitute a breach of this Section 3.11(a)4.04. (bf) The Servicer shall supply All information in such form as (that is not public information) obtained by the Trustee or any Noteholder regarding any Reported Company (pursuant to Section 4.02 or otherwise), the Obligors and the Contracts, whether upon exercise of its rights under this Section 4.04 or otherwise, shall reasonably request be maintained by the Trustee and the Noteholder, as applicable, in confidence in accordance with procedures adopted by the Trustee or such Noteholder, as applicable, in good faith to protect such confidential information; provided that the Trustee and any Noteholder may deliver or disclose such confidential information to (i) their directors, officers, trustees, managers, employees, agents, attorneys and affiliates (to the Paying Agent extent such disclosure reasonably relates to the administration of the investment represented by the Notes), (ii) their financial advisors and other professional advisors who agree to hold confidential such information substantially in accordance with the terms of this Section 4.04(f), (iii) any other holder of any Note, (iv) any Institutional Investor to which any Noteholder sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such confidential information to be bound by the provisions of this Section 4.04(f)), (v) any federal or state regulatory authority having jurisdiction over the Trustee or any Noteholder, (vi) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about the Noteholders' investment portfolio, (vii) the Rating Agencies or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to the Trustee or any Noteholder, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which the Trustee or any Noteholder is a party or (z) if an Event of Default has occurred and is continuing, to the extent the Trustee or any Noteholder may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Notes and the Trustee, on or before the Determination Date preceding the related Distribution Date, as is required in the Trustee's reasonable judgment to enable the Paying Agent or the Trustee, as the case may be, to make required distributions and to furnish the required reports to Certificateholders and to make any drawing under the Certificate Insurance PolicyTransaction Documents.

Access to Certain Documentation and Information. Regarding the ------------------------------------------------------------- Mortgage Loans. -------------- (a) The Servicer and the Transferor Custodians shall provide to the Certificateholders which are federally insured savings and loan associations, the Office of Thrift Supervision (successor to the Federal Home Loan Bank Board), the Federal Deposit Insurance Corporation and the supervisory agents and examiners of the Office of Thrift Supervision, Interested Noteholders with access to the documentation regarding the Mortgage Loans relating to the extent required by applicable regulations of the Office of Thrift Supervision and the Federal Deposit Insurance Corporation (acting Receivables as operator of the SAIF or the BIFprovided in Section 2.05(b). The Servicer and the Transferor shall provide to the Trustee, and the Servicer, the Transferor and the Trustee shall provide to the Certificate InsurerIn each case, access to documentation relating to the documentation regarding the Mortgage Loans. Such access in all cases Receivables shall be afforded without charge, charge but only upon reasonable request and during normal business hours at the offices of the Servicer, the Transferor or the Trustee, as the case may beCustodians. Nothing in this Section 3.11(a) shall derogate from impair the obligation of the Transferor or the Servicer Custodians to observe any applicable law prohibiting disclosure of information regarding the Mortgagors, Trust Estate and the failure of the Transferor or the Servicer Custodians to provide access as provided in this Section 3.11(a) as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.11(a). (b) The Servicer 3.05, Section 2.05, Section 7.07 or in any other Section hereof, OAC, on reasonable prior notice, shall supply information in such form as permit any representative of the Trustee shall reasonably request to or any Interested Noteholder, including, without limitation, independent certified public accountants selected by the Paying Agent and the Trustee, on or before the Determination Date preceding the related Distribution Date, as is required in the Trustee's reasonable judgment to enable the Paying Agent Trustee or the TrusteeInterested Noteholder, as the case may be, during OAC's normal business hours, to examine all the books of account, records, reports and other papers of OAC relating to the Assets and the Receivables, to make required distributions copies and extracts therefrom, and to furnish discuss OAC's affairs, finances and accounts relating to the required reports Assets and the Receivables with OAC's officers, employees and independent public accountants (and by this provision OAC hereby authorizes OAC's accountants to Certificateholders discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested. Unless an Event of Default or a Funding Termination Event that has not been waived by the Majority Noteholders shall have occurred, or there is an Interest Carryover Shortfall or the Notes have been downgraded below the ratings assigned on the Closing Date, any out-of-pocket costs and expenses incident to make the exercise by the Trustee or any drawing Interested Noteholder of any right under this Section 3.05 shall be borne by the Certificate Insurance Policy.Interested Noteholder(s). The parties hereto acknowledge that the Trustee shall not exercise any right pursuant to this Section 3.05 prior to any event set forth in the preceding sentence unless directed to do so by any Interested Noteholder, and the Trustee shall have no liability for action in accordance with this