Common use of Access to Records; Discussions With Officers and Accountants Clause in Contracts

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Servicer as they may relate to the Obligations, the obligations of the Sub-Servicer under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer with the chief operating officer and the chief financial officer of the Sub-Servicer; and (iii) with the Sub-Servicer's consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer with the Sub-Servicer's independent accountants, provided that an officer of the Sub-Servicer shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-Servicer. The books and records of the Sub-Servicer shall be maintained at the address of the Sub-Servicer designated herein for receipt of notices, unless the Sub-Servicer shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer Servicer, RBMG and the Company shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Servicer Servicer, RBMG and the Company as they may relate to the Obligations, the obligations of the Sub-Servicer Servicer, RBMG and the Company under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer Servicer, RBMG or of the Company with the chief operating officer and the chief financial officer of the Sub-Servicer, RBMG or of the Company; and (iii) with the Sub-Servicer's, RBMG's or the Company's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer Servicer, RBMG or of the Company with the Sub-Servicer's, RBMG's or the Company's independent accountants, provided that an officer of the Sub-Servicer Servicer, RBMG or the Company shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of RBMG or the Sub-Servicer. The books and records of RBMG and the Sub-Servicer shall be maintained at the address of RBMG or the Sub-Servicer Servicer, as applicable, designated herein for receipt of notices, unless RBMG or the Sub-Servicer shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or As long as upon the occurrence of a Material Adverse Change, the Sub-Servicer shall, upon the reasonable request prior written notice of the Insurer, at any time, it shall permit the Insurer or its authorized agents: (i) to inspect the its books and its records of the Sub-Servicer as they may relate to the ObligationsTransaction, the Receivables, the Other Conveyed Property, the Swap Agreement or any other assets in the Trust Estate, as the case may be, or its obligations of the Sub-Servicer under the Transaction Documents, and the Transaction; (ii) to discuss the its affairs, finances and accounts of the Sub-Servicer with the chief operating its principal executive officer and the chief its principal financial officer of the Sub-Servicerofficer; and (iii) with the Sub-Servicer's consent, which consent shall not be unreasonably withheld, to discuss the its affairs, finances and accounts of the Sub-Servicer with the Sub-Servicer's its independent accountants, provided that an officer one of the Sub-Servicer its officers shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours at Triad’s cost and expense and shall not unreasonably disrupt the business of the Sub-Seller or the Servicer. The books and records Absent an Event of Default hereunder, any Default or Event of Default under the Sub-Indenture, a Servicer Termination Event, a Trigger Event or an Insurance Agreement Repurchase Event, the Insurer shall be maintained at the address of the Sub-Servicer designated herein for receipt of notices, unless the Sub-Servicer shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through not conduct such inspections or discussions (more often than annually, unless readily otherwise mutually agreed by the Insurer and Triad. If, however, an Event of Default hereunder or under the Indenture, a Servicer Termination Event, a Trigger Event, a Spread Cap Event or an Insurance Agreement Repurchase Event has occurred and is continuing, the Insurer may increase the frequency of such audits to semi-annual, quarterly, or otherwise as it deems appropriate. Without limiting the foregoing, upon the occurrence of a Trigger Event an Event of Default hereunder or under the Indenture, a Servicer Termination Event, a Spread Cap Event or an Insurance Agreement Repurchase Event, Triad shall make its principal officers available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce discuss the Transaction Documents, provided that the foregoing shall not limit the right with representatives of the Insurer to make within 15 days of receipt by Triad of such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountantsa request from the Insurer.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, a Default or an Insurance Agreement Event of Default UACC, the Sub-Servicer and the Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agentsagents and the Backup Servicer: (i) to inspect the books and records of UACC, the Sub-Servicer and the Seller as they may relate to the Obligations, the obligations of UACC, the Sub-Servicer Servicer, or the obligations of the Seller under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of UACC, the Sub-Servicer or the Seller with the applicable chief operating officer and the chief financial officer of the Sub-Servicerofficer; and (iii) with UACC’s, the Sub-Servicer's ’s or the Seller’s consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of UACC, the Sub-Servicer or the Seller with UACC’s, the Sub-Servicer's ’s or the Seller’s independent accountants, provided that an officer of UACC, the Sub-Servicer or the Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of UACC, the Sub-ServicerServicer or the Seller. The books and records of UACC shall be maintained at the address of UACC designated herein for receipt of notices, unless UACC shall otherwise advise the parties hereto in writing. The books and records of the Sub-Seller shall be maintained at the address of the Seller designated herein for receipt of notices, unless the Seller shall otherwise advise the parties hereto in writing. The books and records of the Servicer shall be maintained at the address of the Sub-Servicer designated herein for receipt of notices, unless the Sub-Servicer shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer Master Servicer, the Administrator, the Depositor and the Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Servicer Master Servicer, the Administrator, the Depositor and of the Seller as they may relate to the ObligationsSecurities, the obligations of the Sub-Servicer Master Servicer, the Administrator, the Depositor or of the Seller under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer Master Servicer, the Administrator, the Depositor or of the Seller with the chief operating officer and the chief financial officer appropriate representatives of the Sub-Master Servicer, the Administrator, the Depositor or of the Seller, as the case may be; and (iii) with the Sub-Master Servicer's, the Administrator's, the Depositor's or the Seller's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer Master Servicer, the Administrator, the Depositor or the Seller with the Sub-Master Servicer's, the Administrator's, the Depositor's or the Seller's independent accountants, provided that an officer of the Sub-Servicer Master Servicer, the Administrator, the Depositor or the Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-Master Servicer, the Administrator, the Depositor or the Seller. The books and records of the Sub-Servicer Master Servicer, the Seller, the Administrator and the Depositor shall be maintained at the respective address of the Sub-Servicer such party designated herein for receipt of notices, unless the Sub-Servicer such party shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, a Default or an Event of Default, AmeriCredit, the Sub-Servicer Servicer, the Sellers and the Custodian shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents: (i) to inspect the books and records of AmeriCredit, the Sub-Servicer Servicer, the Sellers and of the Custodian as they may relate to the ObligationsNote, the obligations of AmeriCredit, the Sub-Servicer Servicer, the Sellers or of the Custodian under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of AmeriCredit, the Sub-Servicer Servicer, the Sellers or of the Custodian with the chief operating officer and the chief financial officer of the Sub-Servicer, the Sellers or of the Custodian, as the case may be; and (iii) with AmeriCredit’s, the Sub-Servicer's ’s, the Sellers’ or the Custodian’s consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of AmeriCredit, the Sub-Servicer Servicer, the Sellers or the Custodian with AmeriCredit’s, the Sub-Servicer's ’s, the Sellers’ or the Custodian’s independent accountants, provided that an officer of AmeriCredit, the Sub-Servicer Servicer, the Sellers or the Custodian shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of AmeriCredit, the Sub-Servicer, the Sellers or the Custodian. The books and records of AmeriCredit shall be maintained at the address of AmeriCredit designated herein for receipt of notices, unless AmeriCredit shall otherwise advise the parties hereto in writing. The books and records of each Seller shall be maintained at the address of the applicable Seller designated herein for receipt of notices, unless the applicable Seller shall otherwise advise the parties hereto in writing. The books and records of the Sub-Servicer shall be maintained at the address of the Sub-Servicer designated herein for receipt of notices, unless the Sub-Servicer shall otherwise advise the parties hereto in writing. The books and records of the Custodian shall be maintained at the address of the Custodian designated herein for receipt of notices, unless the Custodian shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer Trust shall, upon the reasonable request of the Insurer, at its expense, permit the Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Servicer Trust as they may relate to the Obligations, the obligations of the Sub-Servicer Trust under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer with the chief operating officer and the chief financial officer of the Sub-ServicerTrust; and (iii) with the Sub-Servicer's consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer Trust with the Sub-Servicer's Trust’s independent accountants, provided that an officer a representative of the Sub-Servicer Seller or the Trust shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-ServicerTrust. The books and records of the Sub-Servicer shall Trust will be maintained at the address of the Sub-Servicer Trust designated herein for receipt of notices, unless the Sub-Servicer Trust shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer The Issuer shall, upon the reasonable request of the InsurerInsurer and as often as the Insurer may reasonably request, permit the Insurer or its authorized agents: (i) to inspect the properties, books and records of the Sub-Servicer Issuer as they may relate to the ObligationsNotes, Additional Notes, the Collateral, the obligations of MONY Group, the Sub-Servicer Issuer and MONY Life under the Transaction Documents, any Subsequent Transaction Documents, and the Transaction, upon reasonable advance notice to the Issuer (which shall not be less than 48 hours); provided, that Table of Contents no such notice to the Issuer shall be required if a Default or Event of Default has occurred and is continuing; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer Issuer with the chief operating officer and the chief financial officer any Authorized Officer or other relevant officers of the Sub-ServicerIssuer; and (iii) with the Sub-Servicer's consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer Issuer with the Sub-Servicer's Issuer’s independent accountants; provided, provided that an officer of the Sub-Servicer Issuer shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-ServicerIssuer. The books and records of the Sub-Servicer shall Issuer will be maintained at the address of the Sub-Servicer Issuer designated herein for receipt of notices, unless the Sub-Servicer it shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter all private and proprietary information of which it becomes aware through Issuer arising from such inspections and discussions, and any other information delivered to the Issuer pursuant hereto or discussions (unless readily available from public sources)any other Transaction Document for a period of three years following the receipt of such information except to the extent permitted in writing by the Issuer, except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under any legal process or to enforce the Transaction Documents, provided extent such information is otherwise or becomes publicly available other than through a breach of this provision by the Insurer and except that the foregoing Insurer shall not limit the right be permitted to disclose such information to Affiliates of the Insurer (with the Insurer being responsible for any failure of such Affiliate to make such information available to its regulatorscomply with the provisions of this Section 2.02(e)), securities rating regulatory agencies, ratings agencies and reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of an event that could have a Material Adverse Changematerial adverse effect on the ability of the Servicer to perform its obligations under, or the validity or enforceability of, this Agreement or the Certificates, the Sub-Servicer shall, upon the reasonable request of the Certificate Insurer, permit the Certificate Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Servicer as they may relate to the Obligations, the obligations of the Sub-Servicer under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer with the chief operating officer and the chief financial officer of the Sub-Servicer, in each case, to the extent related to the Receivables, or the duties of the Servicer hereunder; and (iiiii) with the Sub-Servicer's consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer with the Sub-Servicer's independent accountants, in each case, to the extent related to the Receivables, or the duty of the Servicer hereunder, provided that an officer of the Sub-Servicer shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-Servicer. The books and records Certificate Insurer, by the issuance of the Sub-Servicer shall be maintained at the address of the Sub-Servicer designated herein for receipt of noticesCertificate Insurance Policy, unless the Sub-Servicer shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documentsthis Agreement, provided that the foregoing shall not limit the right of the Certificate Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants. If the Certificate Insurer is requested or required (by oral questions, interrogatories, requests for information or documents subpoena, civil investigative demand or similar process) to disclose any information of which it becomes aware through such inspections or discussions, the Certificate Insurer will promptly notify the Servicer of such request(s) so that the Servicer may seek an appropriate protective order and/or waive the Certificate Insurer's compliance with the provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Certificate Insurer is, nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else stand liable for contempt or suffer other censure or significant penalty, the Certificate Insurer may disclose such information to such tribunal that the Certificate Insurer is compelled to disclose, provided that a copy of all information disclosed is provided to the Servicer promptly upon such disclosure.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer Issuer shall, upon the reasonable request of the Insurer, at its expense, permit the Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Servicer Issuer as they may relate to the Obligations, the obligations of the Sub-Servicer Issuer under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer with the chief operating officer and the chief financial officer of the Sub-ServicerIssuer; and (iii) with the Sub-ServicerIssuer's consent, as the case may be, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer Issuer with the Sub-ServicerIssuer's independent accountants, provided that an officer a representative of the Sub-Servicer Seller or the Issuer shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-ServicerIssuer. The books and records of the Sub-Servicer shall Issuer will be maintained at the address of the Sub-Servicer Issuer designated herein for receipt of notices, unless the Sub-Servicer Issuer shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse ChangeThe Company, the Sub-Issuer and the Servicer shall, upon the reasonable request of the Insurer, permit the Insurer Insurer, or its authorized agentsagent, at reasonable times and upon reasonable notice: (i) to inspect the such books and records of the Sub-Servicer Company, the Issuer or the Servicer, as they the case may be, as may relate to the ObligationsNotes, the Lease Contracts, the obligations of the Sub-Servicer Company, the Issuer or the Servicer, as the case may be, under the Transaction Documents, Documents and the Transactiontransactions consummated in connection herewith; (ii) to discuss the affairs, finances and accounts of the Sub-Company, the Issuer or the Servicer as such relate to the performance by it of its obligations under the Transaction Documents with the chief operating officer and the chief financial an appropriate officer of the Sub-Company, the Issuer or the Servicer, as the case may be; and (iii) with the Sub-Servicer's consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Company, the Issuer or the Servicer as such relate to the performance by it of its obligations under the Transaction Documents with the Sub-Company's, the Issuer's or the Servicer's independent public accountants, as the case may be, provided that an appropriate officer of the Sub-Servicer Company, the Issuer or the Servicer, as the case may be, shall have the right to be present during such discussions, and provided further that the Insurer shall pay any fees of such accountants associated with such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-Company, the Issuer or the Servicer. The books and records of the Sub-Servicer shall Company will be maintained at the address of the Sub-Company designated herein for receipt of notices, unless the Company shall otherwise advise the parties hereto in writing, the books and records of the Issuer will be maintained at the address of the Issuer designated herein for receipt of notices, unless the Issuer shall otherwise advise the parties hereto in writing, and the books and records of the Servicer will be maintained at the address of the Servicer designated herein for receipt of notices, unless the Sub-Servicer shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources)discussions, except as may be otherwise required required, by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce any of the provisions of the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, a Default or an Insurance Agreement Event of Default UACC, the Sub-Servicer and the Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agentsagents and the Backup Servicer: (i) to inspect the books and records of UACC, the Sub-Servicer and the Seller as they may relate to the ObligationsObligations or the Collateral, the obligations of UACC, the Sub-Servicer or the obligations of the Seller under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of UACC, the Sub-Servicer or the Seller with the chief operating officer and the chief financial officer of the Sub-ServicerServicer or of the Seller, as the case may be; and (iii) with the Sub-Servicer's consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of UACC, the Sub-Servicer or the Seller with UACC’s, the Sub-Servicer's ’s or the Seller’s independent accountants, provided that an officer of UACC, the Sub-Servicer or the Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of UACC, the Sub-ServicerServicer or the Seller. The books and records of UACC shall be maintained at the address of UACC designated herein for receipt of notices, unless UACC shall otherwise advise the parties hereto in writing. The books and records of the Sub-Seller shall be maintained at the address of the Seller designated herein for receipt of notices, unless the Seller shall otherwise advise the parties hereto in writing. The books and records of the Servicer shall be maintained at the address of the Sub-Servicer designated herein for receipt of notices, unless the Sub-Servicer shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its Affiliates, regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer The Issuer shall, upon the reasonable request of the InsurerInsurer and as often as the Insurer may reasonably request, permit the Insurer or its authorized agents: (i) to inspect the properties, books and records of the Sub-Servicer Issuer as they may relate to the ObligationsNotes, Additional Notes, the Collateral, the obligations of MONY Group, the Sub-Servicer Issuer and MONY Life under the Transaction Documents, any Subsequent Transaction Documents, and the Transaction, upon reasonable advance notice to the Issuer (which shall not be less than 48 hours); provided, that no such notice to the Issuer shall be required if a Default or Event of Default has occurred and is continuing; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer Issuer with the chief operating officer and the chief financial officer any Authorized Officer or other relevant officers of the Sub-ServicerIssuer; and (iii) with the Sub-Servicer's consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer Issuer with the Sub-ServicerIssuer's independent accountants; provided, provided that an officer of the Sub-Servicer Issuer shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-ServicerIssuer. The books and records of the Sub-Servicer shall Issuer will be maintained at the address of the Sub-Servicer Issuer designated herein for receipt of notices, unless the Sub-Servicer it shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter all private and proprietary information of which it becomes aware through Issuer arising from such inspections and discussions, and any other information delivered to the Issuer pursuant hereto or discussions (unless readily available from public sources)any other Transaction Document for a period of three years following the receipt of such information except to the extent permitted in writing by the Issuer, except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under any legal process or to enforce the Transaction Documents, provided extent such information is otherwise or becomes publicly available other than through a breach of this provision by the Insurer and except that the foregoing Insurer shall not limit the right be permitted to disclose such information to Affiliates of the Insurer (with the Insurer being responsible for any failure of such Affiliate to make such information available to its regulatorscomply with the provisions of this Section 2.02(e)), securities rating regulatory agencies, ratings agencies and reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse ChangeChange or the reasonable belief of the Insurer that a Material Adverse Change has occurred, the Sub-Administrator, the Depositor, the Issuer, the Master Servicer and the Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Administrator, the Depositor, the Issuer, the Master Servicer and the Seller as they such books and records may relate to the ObligationsSecurities, the obligations of the Sub-Administrator, the Depositor, the Issuer, the Master Servicer or the Seller under the Transaction Documents, Documents and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Administrator, the Depositor, the Issuer, the Master Servicer or the Seller with the chief operating officer and the chief financial officer appropriate representatives of the Sub-ServicerAdministrator, the Depositor, the Issuer, the Master Servicer or the Seller, as the case may be; and (iii) with the Sub-Servicer's consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Administrator, the Depositor, the Issuer, the Master Servicer or the Seller with the Sub-Master Servicer's, the Administrator's, the Depositor's, the Issuer's or the Seller's independent accountants, provided that an officer of the Sub-Administrator, the Depositor, the Issuer, the Master Servicer or the Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-ServicerAdministrator, the Depositor, the Issuer, the Master Servicer or the Seller. The books and records of the Sub-Administrator, the Depositor, the Issuer, the Master Servicer and the Seller shall be maintained at the respective address of the Sub-Servicer such party designated herein for receipt of notices, unless the Sub-Servicer such party shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer and the Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents: (i) to inspect inspect, audit and make copies of abstracts from, the books and records of the Sub-Servicer and of the Seller as they may relate to the Obligations, the Contracts, the obligations of the Sub-Servicer or of the Seller under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer or of the Seller with the chief operating officer and the chief financial officer of the Sub-ServicerServicer or of the Seller, as the case may be; and (iii) with the Sub-Servicer's or the Seller's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer or the Seller with the Sub-Servicer's or the Seller's independent accountants, provided that an officer of the Sub-Servicer or the Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-ServicerServicer or the Seller. The books and records of the Sub-Servicer shall be maintained at the address of the Sub-Servicer designated herein for receipt of notices, unless the Sub-Servicer shall otherwise advise the parties hereto in writing, and the books and records of the Seller shall be maintained at the address of the Seller designated herein for receipt of notices, unless the Seller shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual a quarterly basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer shall, upon the reasonable request of the InsurerInsurer and upon receiving reasonable notification, permit the Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Servicer as they may relate to the Obligations, Receivables or the obligations of the Sub-Servicer under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer with the chief operating executive officer and the chief financial officer of the Sub-Servicer; and and (iii) with the Sub-Servicer's consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer with the Sub-Servicer's independent accountants, provided that an the chief financial officer of the Sub-Servicer shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-Servicer. The books and records of the Sub-Servicer shall be maintained at the address of the Sub-Servicer designated herein for receipt of notices, unless the Sub-Servicer shall otherwise advise the parties hereto in writing. Annual discussions with the independent accountants referred to in clause (iii) above shall be without cost to the Insurer. The reasonable expenses relating to discussions with the independent accountants referred to in clause (iii) above made on a quarterly basis (other than an annual discussion or a discussion upon the occurrence of a Material Adverse Change) shall be payable by the Insurer. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of (x) an Event of Default, (y) an event that could have a Material Adverse Changematerial adverse effect on the ability of the Servicer to perform its obligations under, or (z) the validity or enforceability of, this Agreement or the Certificates, the Sub-Servicer shall, upon the reasonable request of the Certificate Insurer, permit the Certificate Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Servicer as they may relate to the Obligations, the obligations of the Sub-Servicer under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer with the chief operating officer and the chief financial officer of the Sub-Servicer, in each case, to the extent related to the Receivables, or the duties of the Servicer hereunder; and (iiiii) with the Sub-Servicer's consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer with the Sub-Servicer's independent accountants, in each case, to the extent related to the Receivables, or the duty of the Servicer hereunder, provided that an officer of the Sub-Servicer shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-Servicer. The books and records Certificate Insurer, by the issuance of the Sub-Servicer shall be maintained at the address of the Sub-Servicer designated herein for receipt of noticesCertificate Insurance Policy, unless the Sub-Servicer shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documentsthis Agreement, provided that the foregoing shall not limit the right of the Certificate Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants. If the Certificate Insurer is requested or required (by oral questions, interrogatories, requests for information or documents subpoena, civil investigative demand or similar process) to disclose any information of which it becomes aware through such inspections or discussions, the Certificate Insurer will promptly notify the Servicer of such request(s) so that the Servicer may seek an appropriate protective order and/or waive the Certificate Insurer's compliance with the provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Certificate Insurer is, nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else stand liable for contempt or suffer other censure or significant penalty, the Certificate Insurer may disclose such information to such tribunal that the Certificate Insurer is compelled to disclose, provided that a copy of all information disclosed is provided to the Servicer promptly upon such disclosure. Nothing in this Section shall be construed to apply to such information delivered by the Certificate Insurer to any reinsurer or potential reinsurer, rating agency or regulator of the Certificate Insurer.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer Servicer, the Guarantor, and the Originator shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Servicer Servicer, of the Guarantor and of the Originator as they may relate to the ObligationsSecurities, the obligations of the Sub-Servicer Servicer, of the Guarantor or of the Originator under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer Servicer, of the Guarantor or of the Originator with the chief operating officer and the chief financial officer of the Sub-Servicer, of the Guarantor, or of the Originator, as the case may be; and (iii) with the Sub-Servicer's, the Guarantor's or the Originator's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer Servicer, the Guarantor or the Originator with the Sub-Servicer's, the Guarantor's or the Originator's independent accountants, provided that an officer of the Sub-Servicer Servicer, the Guarantor or the Originator shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-Servicer, the Guarantor or the Originator. The books and records of the Sub-Servicer shall be maintained at the address of the Sub-Servicer designated herein for receipt of notices, unless the Sub-Servicer shall otherwise advise the parties hereto in writing. The books and records of the Guarantor shall be maintained at the address of the Guarantor designated herein for receipt of notices, unless the Guarantor shall otherwise advise the parties hereto in writing. The books and records of the Originator shall be maintained at the address of the Originator designated herein for receipt of notices, unless the Originator shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer Sponsor, the Servicer, the Originator and the Depositor shall, upon the reasonable request of the Insurer, upon reasonable notice, permit the Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Servicer Sponsor, the Servicer, the Originator and the Depositor as they may relate to the ObligationsCertificates, the obligations of the Sub-Servicer Sponsor, the Servicer, the Originator and the Depositor under the Transaction Documents, Operative Documents to which it is a party and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer Sponsor, the Servicer, the Originator and the Depositor with the chief operating officer Chief Operating Officer and the chief financial officer Chief Financial Officer of the Sub-Sponsor, the Servicer, the Originator and the Depositor; and (iii) if the Insurer reasonably believes that a Material Adverse Change may have occurred and with the Sub-Sponsor's, the Servicer's and the Originator's consent, which consent shall not be unreasonably withheldwithheld or delayed, to discuss the affairs, finances and accounts of the Sub-Sponsor, the Servicer and the Originator with the Sub-Sponsor's, the Servicer's and the Originator's independent accountants; provided, provided however, that an officer of the Sub-Sponsor, the Servicer and the Originator shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-Sponsor, the Servicer, the Originator or the Depositor. The books and records of the Sub-Servicer Sponsor, the Servicer, the Originator and the Depositor shall be maintained at the address of the Sub-Sponsor, the Servicer and the Originator designated herein for receipt of notices, unless the Sub-Sponsor, the Servicer and the Originator shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Servicer Seller as they may relate to the Obligations, the obligations of the Sub-Servicer Seller under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer Seller with the chief operating officer and the chief financial officer of the Sub-ServicerSeller; and (iii) with the Sub-ServicerSeller's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer Seller with the Sub-ServicerSeller's independent accountants, provided that an officer of the Sub-Servicer Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-ServicerSeller. The books and records of the Sub-Servicer Seller shall be maintained at the address of the Sub-Servicer Seller designated herein for receipt of notices, unless the Sub-Servicer Seller shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Master Servicer shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents, at the expense of the Insurer, at reasonable times and upon reasonable notice: (i) to inspect the books and records of the Sub-Master Servicer as they may relate to the ObligationsSecurities, the obligations of the Sub-Master Servicer under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Master Servicer with the chief operating officer and the chief financial officer of the Sub-Master Servicer, as the case may be; and (iii) with the Sub-Master Servicer's consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Master Servicer with the Sub-Master Servicer's independent accountants, provided that an officer of the Sub-Master Servicer shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-Master Servicer. The books and records of the Sub-Master Servicer shall will be maintained at the address of the Sub-Master Servicer designated herein for receipt of notices, unless the Sub-Master Servicer shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, employees, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants. If the Insurer is requested or required (by oral questions, interrogatories, requests for information or documents subpoena, civil investigative demand or similar process) to disclose any information of which it becomes aware through such inspections or discussions, the Insurer will promptly notify the Master Servicer of such request(s) so that the Master Servicer may seek an appropriate protective order and/or waive the Insurer's compliance with the provisions of this Insurance Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Insurer is, nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else stand liable for contempt or suffer other censure or significant penalty, the Insurer may disclose such information to such tribunal that the Insurer is compelled to disclose, provided that a copy of all information disclosed is provided to the Master Servicer promptly upon such disclosure.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer Originator, the Servicer, the Company and the Seller shall, upon the reasonable request of the Note Insurer, permit the Note Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Servicer Originator, the Servicer, the Company and the Seller as they may relate to the ObligationsNotes (other than the names of Mortgagors and strategic plans which are unrelated to the Notes), the obligations of the Sub-Servicer Originator, the Servicer, the Company and the Seller under the Transaction Documents, Company Documents and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer Originator, the Servicer, the Company and the Seller with the chief operating officer Chief Operating Officer and the chief financial officer Chief Financial Officer of the Sub-Originator, the Servicer, the Company and the Seller; and (iii) with the Sub-Originator's, the Servicer's, the Company's and the Seller's consent, which consent shall not be unreasonably withheldwithheld or delayed, to discuss the affairs, finances and accounts of the Sub-Servicer Originator, the Servicer, the Company and the Seller with the Sub-Originator, the Servicer's , the Company and the Seller and the independent accountantsaccountants of the Originator, the Servicer, the Company and the Seller, provided that an officer of the Sub-Servicer Originator, the Servicer, the Company and the Seller, as applicable, shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-Originator, the Servicer, the Company or the Seller, as the case may be. The books and records of the Sub-Servicer shall be maintained at the address of the Sub-Servicer designated herein for receipt of notices, unless the Sub-Servicer shall otherwise advise the parties hereto in writing. The Note Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Company Documents, provided that the foregoing shall not limit the right of the Note Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer Master Servicer, the Administrator, the Depositor and the Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Servicer Master Servicer, the Administrator, the Depositor and of the Seller as they may relate to the ObligationsSecurities, the obligations of the Sub-Servicer Master Servicer, the Administrator, the Depositor or of the Seller under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer Master Servicer, the Administrator, the Depositor or of the Seller with the chief operating officer and the chief financial officer appropriate representatives of the Sub-Master Servicer, the Administrator, the Depositor or of the Seller, as the case may be; and (iii) with the Sub-Master Servicer's ’s, the Administrator’s, the Depositor’s or the Seller’s consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer Master Servicer, the Administrator, the Depositor or the Seller with the Sub-Master Servicer's ’s, the Administrator’s, the Depositor’s or the Seller’s independent accountants, provided that an officer of the Sub-Servicer Master Servicer, the Administrator, the Depositor or the Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-Master Servicer, the Administrator, the Depositor or the Seller. The books and records of the Sub-Servicer Master Servicer, the Seller, the Administrator and the Depositor shall be maintained at the respective address of the Sub-Servicer such party designated herein for receipt of notices, unless the Sub-Servicer such party shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys counsel shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual a quarterly basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer Transferor and the Originator shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Servicer Transferor and the Originator as they may relate to the ObligationsSecurities, or the obligations of the Sub-Servicer Transferor and the Originator under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer with the chief operating officer Transferor and the chief financial Originator with a senior officer of the Sub-ServicerTransferor and the Originator; and and (iii) with the Sub-ServicerTransferor's or the Originator's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer Transferor or the Originator with the Sub-ServicerTransferor's or the Originator's independent accountants, provided that an officer of the Sub-Servicer Transferor or the Originator shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-ServicerTransferor or the Originator. The books and records of the Sub-Servicer Transferor and the Originator shall be maintained at the address of the Sub-Servicer Transferor and the Originator designated herein for receipt of notices, unless the Sub-Servicer Transferor or the Originator shall otherwise advise the parties hereto in writing. Annual discussions with the independent accountants referred to in clause (iii) above shall be without cost to the Insurer. The reasonable expenses relating to discussions with the independent accountants referred to in clause (iii) above made on a quarterly basis (other than an annual discussion or a discussion upon the occurrence of a Material Adverse Change) shall be payable by the Insurer. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer Servicer, the Originator and the Borrower shall, upon the reasonable request of the InsurerSurety Provider, permit the Insurer Surety Provider or its authorized agents: (i) to inspect the books and records of the Sub-Servicer Servicer, the Originator and the Borrower as they may relate to the ObligationsNotes, the obligations of the Sub-Servicer Servicer, the Originator or the Borrower under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer Servicer, the Originator or the Borrower with the chief operating officer and the chief financial officer of the Sub-Servicer, the Originator or the Borrower, as the case may be; and (iii) with the Sub-Servicer's, the Originator's or the Borrower's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer Servicer, the Originator or the Borrower with the Sub-Servicer's, the Originator's or the Borrower's independent accountants, provided that an officer of the Sub-Servicer Servicer, the Originator or the Borrower shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-Servicer, the Originator or the Borrower. The books and records of the Sub-Servicer shall be maintained at the address of the Sub-Servicer designated herein for receipt of notices, unless the Sub-Servicer shall otherwise advise the parties hereto in writing. The Insurer books and records of the Originator shall be maintained at the address of the Originator designated herein for receipt of notices, unless the Originator shall otherwise advise the parties hereto in writing. The books and records of the Borrower shall be maintained at the address of the Borrower designated herein for receipt of notices, unless the Borrower shall otherwise advise the parties hereto in writing. The Surety Provider agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer Surety Provider to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents, at the expense of the Insurer, at reasonable times and upon reasonable notice: (i) to inspect the books and records of the Sub-Servicer Seller as they may relate to the ObligationsSecurities, the obligations of the Sub-Servicer Seller under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer Seller with the chief operating officer and the chief financial officer of the Sub-ServicerSeller; and (iii) with the Sub-ServicerSeller's consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer Seller with the Sub-ServicerSeller's independent accountants, provided that an officer of the Sub-Servicer Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-ServicerSeller. The books and records of the Sub-Servicer shall Seller will be maintained at the address of the Sub-Servicer Seller designated herein for receipt of notices, unless the Sub-Servicer Seller shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, employees, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants. If the Insurer is required (by oral questions, interrogatories, requests for information or documents subpoena, civil investigative demand or similar process) to disclose any information of which it becomes aware through such inspections or discussions, the Insurer will promptly notify the Seller of such request(s) so that the Seller may seek an appropriate protective order and/or waive the Insurer's compliance with the provisions of this Insurance Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Insurer is, nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else stand liable for contempt or suffer other censure or significant penalty, the Insurer may disclose such information to such tribunal that the Insurer is compelled to disclose, provided that a copy of all information disclosed is provided to the Seller promptly upon such disclosure.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer Master Servicer, the Administrator, the Depositor and the Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Servicer Master Servicer, the Administrator, the Depositor and of the Seller as they may relate to the ObligationsSecurities, the obligations of the Sub-Servicer Master Servicer, the Administrator, the Depositor or of the Seller under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer Master Servicer, the Administrator, the Depositor or of the Seller with the chief operating officer and the chief financial officer appropriate representatives of the Sub-Master Servicer, the Administrator, the Depositor or of the Seller, as the case may be; and (iii) with the Sub-Master Servicer's ’s, the Administrator’s, the Depositor’s or the Seller’s consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer Master Servicer, the Administrator, the Depositor or the Seller with the Sub-Master Servicer's ’s, the Administrator’s, the Depositor’s or the Seller’s independent accountants, provided that an officer of the Sub-Servicer Master Servicer, the Administrator, the Depositor or the Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-Master Servicer, the Administrator, the Depositor or the Seller. The books and records of the Sub-Servicer Master Servicer, the Seller, the Administrator and the Depositor shall be maintained at the respective address of the Sub-Servicer such party designated herein for receipt of notices, unless the Sub-Servicer such party shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon if the occurrence of Certificate Insurer reasonably believes that a Material Adverse ChangeChange may have occurred, the Sub-Servicer Servicer, the Sponsor and the Depositor shall, upon the reasonable request of the Certificate Insurer, permit the Certificate Insurer or its authorized agents: (i) to inspect the its books and records of the Sub-Servicer as they may relate to the ObligationsCertificates, the obligations of the Sub-Servicer Sponsor, the Servicer, the Depositor and the Trust under the Transaction Documents, Operative Documents to which it is a party and the TransactionTransaction (including, without limitation, access to information reasonably required for purposes of complying with FASB Financial Interpretation Number 46; provided that the Certificate Insurer will maintain confidentiality with respect to such information in accordance with its internal policies); (ii) to discuss the affairs, finances and accounts of the Sub-Servicer with the chief operating officer and the chief financial officer Sponsor as they relate to the Mortgage Loans, the Transaction or the ability of the Sub-ServicerServicer or Sponsor to perform their obligations under the Operative Documents with a Servicing Officer; and (iii) with if the Sub-Servicer's consent, which consent shall not be unreasonably withheldCertificate Insurer reasonably believes that a Material Adverse Change may have occurred, to discuss the affairs, finances and accounts of the Sub-Servicer or the Sponsor with the Sub-Servicer's or the Sponsor's independent accountants; provided, provided however, that an officer of the Sub-Servicer or the Sponsor, as applicable, shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-Servicer, the Sponsor, the Trust or the Depositor. The books and records of the Sub-Servicer Servicer, the Sponsor and the Depositor shall be maintained at the respective address of the Sub-Servicer Servicer, the Sponsor and the Depositor as designated herein for receipt of notices, unless the Sub-Servicer such person shall otherwise advise the parties hereto in writing. The Insurer agrees that it books and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right records of the Insurer to make such information available to its regulatorsDepositor shall be maintained at the Depositor's principal place of business, securities rating agenciesrespectively, reinsurers, credit and liquidity providers, counsel and accountantsunless the Depositor shall otherwise advise the parties hereto in writing.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, a Default or an Event of Default, AmeriCredit, the Sub-Servicer Servicer, the Sellers and the Custodian shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agentsagents and the Backup Servicer: (i) to inspect the books and records of AmeriCredit, the Sub-Servicer Servicer, the Sellers and of the Custodian as they may relate to the ObligationsNote, the obligations of AmeriCredit, the Sub-Servicer Servicer, the Sellers or of the Custodian under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of AmeriCredit, the Sub-Servicer Servicer, the Sellers or of the Custodian with the chief operating officer and the chief financial officer of the Sub-Servicer, the Sellers or of the Custodian, as the case may be; and (iii) with AmeriCredit’s, the Sub-Servicer's ’s, the Sellers’ or the Custodian’s consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of AmeriCredit, the Sub-Servicer Servicer, the Sellers or the Custodian with AmeriCredit’s, the Sub-Servicer's ’s, the Sellers’ or the Custodian’s independent accountants, provided that an officer of AmeriCredit, the Sub-Servicer Servicer, the Sellers or the Custodian shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of AmeriCredit, the Sub-Servicer, the Sellers or the Custodian. The books and records of AmeriCredit shall be maintained at the address of AmeriCredit designated herein for receipt of notices, unless AmeriCredit shall otherwise advise the parties hereto in writing. The books and records of each Seller shall be maintained at the address of the applicable Seller designated herein for receipt of notices, unless the applicable Seller shall otherwise advise the parties hereto in writing. The books and records of the Sub-Servicer shall be maintained at the address of the Sub-Servicer designated herein for receipt of notices, unless the Sub-Servicer shall otherwise advise the parties hereto in writing. The books and records of the Custodian shall be maintained at the address of the Custodian designated herein for receipt of notices, unless the Custodian shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.