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 Servicer and the Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing): (i) to inspect, audit and make copies of abstracts from, the books and records of the Servicer and of the Seller as they may relate to the Obligations, the Contracts, the obligations of the Servicer or of the Seller under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Servicer or of the Seller with the chief operating officer and the chief financial officer of the Servicer or of the Seller, as the case may be; and (iii) with the 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 Servicer or the Seller with the Servicer’s or the Seller’s independent accountants, provided that an officer of the Servicer or the Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer or the Seller. The books and records of the Servicer shall be maintained at the address of the Servicer designated herein for receipt of notices, unless the 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 basis, or upon the occurrence of a Material Adverse Change, the Servicer The Seller and the Seller Issuer shall, upon the reasonable request of the Insurer, permit the Insurer, or its authorized agent, at the expense of the Seller and the Issuer upon the occurrence and during the continuance of a Special Event and at all other times at the Insurer’s expense, in each case at reasonable times and upon reasonable prior written notice, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer and of Seller or the Seller Issuer as they may relate to the Obligations, the Contracts, the obligations of the Servicer Seller or of the Seller Issuer under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Servicer Seller or of the Seller Issuer with the chief operating officer and the chief financial officer of the Servicer Seller or of the SellerIssuer, as the case may be; and (iii) with the Servicer’s Seller or the SellerIssuer’s consent, as applicablethe case may be, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Servicer Seller or the Seller Issuer with the Servicer’s Seller or the SellerIssuer’s independent accountants, as applicable, provided that an officer of the Servicer Seller or the Seller Issuer shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer Seller or the SellerIssuer. The books and records of the Servicer shall be maintained at Seller or the address of the Servicer designated herein for receipt of notices, unless the Servicer shall otherwise advise the parties hereto in writing, and the books and records of the Seller shall Issuer will be maintained at the address of the Seller or the Issuer designated herein for receipt of notices, unless the Seller or the 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 counsel, credit default swap providers 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 (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect 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 Servicer or of the Seller, as the case may beSub-Servicer; and (iii) with the Sub-Servicer’s or the Seller’s '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 '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 Servicer or the SellerSub-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, 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 basis, or upon the occurrence of a Material Adverse Change, the Servicer and or the Seller Originator shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer and of the Seller Originator as they may relate to the Obligations, the Contracts, the obligations of the Servicer or of the Seller Originator under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Servicer or of the Seller Originator with the chief operating officer and the chief financial officer of the Servicer or of the SellerOriginator, as the case may be; and (iii) with the Servicer’s or the SellerOriginator’s consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Servicer or the Seller Originator with the Servicer’s or the SellerOriginator’s independent accountants, provided that an officer of the Servicer or the Seller Originator shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer or the SellerOriginator. The books and records of the Servicer shall be maintained at the address of the Servicer designated herein for receipt of notices, unless the Servicer shall otherwise advise the parties hereto in writing, and the books and records of the Seller Originator shall be maintained at the address addresses of the Seller Originator designated herein for receipt of notices, unless the Seller 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 Servicer Servicer, RBMG and the Seller Company shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer Servicer, RBMG and of the Seller Company as they may relate to the Obligations, the Contracts, the obligations of the Servicer or of Servicer, RBMG and the Seller Company under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Servicer Servicer, RBMG or of the Seller Company with the chief operating officer and the chief financial officer of the Servicer Servicer, RBMG or of the Seller, as the case may beCompany; and (iii) with the Servicer’s 's, RBMG's or the Seller’s Company's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Servicer Servicer, RBMG or of the Seller Company with the Servicer’s 's, RBMG's or the Seller’s Company's independent accountants, provided that an officer of the Servicer Servicer, RBMG or the Seller Company shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer RBMG or the SellerServicer. The books and records of RBMG and the Servicer shall be maintained at the address of RBMG or the Servicer Servicer, as applicable, designated herein for receipt of notices, unless RBMG or the 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 basis, or upon the occurrence of a Material Adverse Change, the 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 (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer Master Servicer, the Administrator, the Depositor and of the Seller as they may relate to the Obligations, the ContractsSecurities, the obligations of the 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 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 Servicer Master Servicer, the Administrator, the Depositor or of the Seller, as the case may be; and (iii) with the Master Servicer’s 's, the Administrator's, the Depositor's or the Seller’s 's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Servicer Master Servicer, the Administrator, the Depositor or the Seller with the Master Servicer’s 's, the Administrator's, the Depositor's or the Seller’s 's independent accountants, provided that an officer of the 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 during normal business hours and shall not unreasonably disrupt the business of the Servicer Master Servicer, the Administrator, the Depositor or the Seller. The books and records of the Servicer Master Servicer, the Seller, the Administrator and the Depositor shall be maintained at the respective address of the Servicer such party designated herein for receipt of notices, unless the 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 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 Insurance Agreement Event of Default UACC, the Servicer and the Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):the Backup Servicer: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of UACC, the Servicer and of the Seller as they may relate to the Obligations, the Contractsobligations of UACC, the Servicer, or the obligations of the Servicer or of the Seller under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of UACC, the Servicer or of the Seller with the applicable chief operating officer and the chief financial officer of the Servicer or of the Seller, as the case may beofficer; and (iii) with UACC’s, the Servicer’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 Servicer or the Seller with UACC’s, the Servicer’s or the Seller’s independent accountants, provided that an officer of UACC, the Servicer or the Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of UACC, the Servicer 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 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 Servicer designated herein for receipt of notices, unless the 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 basis, or upon if the occurrence of Certificate Insurer reasonably believes that a Material Adverse ChangeChange may have occurred, the Servicer Servicer, the Sponsor and the Seller Depositor shall, upon the reasonable request of the Certificate Insurer, permit the Certificate Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, the inspect its books and records of the Servicer and of the Seller as they may relate to the Obligations, the ContractsCertificates, the obligations of the Servicer or of Sponsor, the Seller 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 Servicer or of the Seller 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 Servicer or of Sponsor to perform their obligations under the Seller, as the case may beOperative Documents with a Servicing Officer; and (iii) with if the Servicer’s or the Seller’s consent, as applicable, 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 Servicer or the Seller Sponsor with the Servicer’s 's or the Seller’s Sponsor's independent accountants; provided, provided however, that an officer of the Servicer or the Seller Sponsor, as applicable, shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer Servicer, the Sponsor, the Trust or the SellerDepositor. The books and records of the Servicer Servicer, the Sponsor and the Depositor shall be maintained at the respective address of the Servicer Servicer, the Sponsor and the Depositor as designated herein for receipt of notices, unless the 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 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, the Servicer and the Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred agents, at the expense of the Insurer, at reasonable times and is continuing):upon reasonable notice: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer and of the Seller as they may relate to the Obligations, the ContractsSecurities, the obligations of the Servicer or of the Seller under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Servicer or of the Seller with the chief operating officer and the chief financial officer of the Servicer or of the Seller, as the case may be; and (iii) with the Servicer’s or the Seller’s 's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Servicer or the Seller with the Servicer’s or the Seller’s 's independent accountants, provided that an officer of the Servicer or the Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer or the Seller. The books and records of the Servicer shall be maintained at the address of the Servicer designated herein for receipt of notices, unless the Servicer shall otherwise advise the parties hereto in writing, and the books and records of the Seller shall will 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, 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 Servicer and the Seller Issuer shall, upon the reasonable request of the Insurer, at its expense, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer and of the Seller Issuer as they may relate to the Obligations, the Contracts, the obligations of the Servicer or of the Seller Issuer under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Servicer or of the Seller with the chief operating officer and the chief financial officer of the Servicer or of the Seller, as the case may beIssuer; and (iii) with the Servicer’s or the Seller’s Issuer's consent, as applicablethe case may be, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Servicer or the Seller Issuer with the Servicer’s or the Seller’s Issuer's independent accountants, provided that an officer a representative of the Servicer Seller or the Seller Issuer shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer or the SellerIssuer. The books and records of the Servicer shall Issuer will be maintained at the address of the Servicer Issuer designated herein for receipt of notices, unless the 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 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 Change, the Servicer Sponsor, the Servicer, the Originator and the Seller Depositor shall, upon the reasonable request of the Insurer, upon reasonable notice, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer Sponsor, the Servicer, the Originator and of the Seller Depositor as they may relate to the Obligations, the ContractsCertificates, the obligations of the Servicer or of Sponsor, the Seller 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 Servicer or Sponsor, the Servicer, the Originator and the Depositor with the Chief Operating Officer and the Chief Financial Officer of the Seller with Sponsor, the chief operating officer Servicer, the Originator and the chief financial officer of the Servicer or of the Seller, as the case may beDepositor; and (iii) if the Insurer reasonably believes that a Material Adverse Change may have occurred and with the Sponsor's, the Servicer’s or 's and the Seller’s Originator's consent, as applicable, which consent shall not be unreasonably withheldwithheld or delayed, to discuss the affairs, finances and accounts of the Sponsor, the Servicer or and the Seller Originator with the Sponsor's, the Servicer’s or 's and the Seller’s Originator's independent accountants; provided, provided however, that an officer of the Sponsor, the Servicer or and the Seller Originator shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer Sponsor, the Servicer, the Originator or the SellerDepositor. The books and records of the Servicer Sponsor, the Servicer, the Originator and the Depositor shall be maintained at the address of the Sponsor, the Servicer and the Originator designated herein for receipt of notices, unless the Sponsor, the Servicer and the Originator 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 basis, or upon the occurrence of a Material Adverse Change, the Servicer and the Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer and of the Seller as they may relate to the Obligations, the Contracts, the obligations of the Servicer or of the Seller under the Transaction DocumentsDocuments to which it is a party, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Servicer or of the Seller with the chief operating officer and the chief financial officer of the Servicer or of the SellerServicer, as the case may be; and (iii) with the Servicer’s or the Seller’s 's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Servicer or the Seller with the Servicer’s or the Seller’s 's independent accountants, provided that an officer of the Servicer or the Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer or the SellerServicer. The books and records of the Servicer shall be maintained at the address of the Servicer designated herein for receipt of notices, unless the 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 basis, or upon the occurrence of a Material Adverse Change, the Servicer and the Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer and of the Seller as they may relate to the Obligations, the Contracts, the obligations of the Servicer or of the Seller under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Servicer or of the Seller with the chief operating officer and the chief financial officer of the Servicer or of the Seller, as the case may be; and (iii) with the Servicer’s or the Seller’s 's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Servicer or the Seller with the Servicer’s or the Seller’s 's independent accountants, provided that an officer of the Servicer or the Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer or the Seller. The books and records of the Servicer shall be maintained at the address of the Servicer designated herein for receipt of notices, unless the 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 basis, or upon the occurrence of a Material Adverse Change, the Servicer and the Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, the books and records of the Servicer and of the Seller as they may relate to the Obligations, the Contracts, the obligations of the Servicer or of the Seller under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Servicer or of the Seller with the chief operating officer and the chief financial officer of the Servicer or of the Seller, as the case may be; and (iii) with the Servicer’s 's or the Seller’s 's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Servicer or the Seller with the Servicer’s 's or the Seller’s 's independent accountants, provided that an officer of the Servicer or the Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer or the Seller. The books and records of the Servicer shall be maintained at the address of the Servicer designated herein for receipt of notices, unless the 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 basis, or upon the occurrence of a Material Adverse Change, a Default or an Event of Default, AmeriCredit, the Servicer Servicer, the Sellers and the Seller Custodian shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of AmeriCredit, the Servicer Servicer, the Sellers and of the Seller Custodian as they may relate to the Obligations, the ContractsNote, the obligations of AmeriCredit, the Servicer Servicer, the Sellers or of the Seller Custodian under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of AmeriCredit, the Servicer Servicer, the Sellers or of the Seller Custodian with the chief operating officer and the chief financial officer of the Servicer Servicer, the Sellers or of the SellerCustodian, as the case may be; and (iii) with AmeriCredit’s, the Servicer’s ’s, the Sellers’ or the SellerCustodian’s consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of AmeriCredit, the Servicer Servicer, the Sellers or the Seller Custodian with AmeriCredit’s, the Servicer’s ’s, the Sellers’ or the SellerCustodian’s independent accountants, provided that an officer of AmeriCredit, the Servicer Servicer, the Sellers or the Seller Custodian shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of AmeriCredit, the Servicer Servicer, the Sellers or the SellerCustodian. 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 Servicer shall be maintained at the address of the Servicer designated herein for receipt of notices, unless the Servicer shall otherwise advise the parties hereto in writing, and the . The books and records of the Seller Custodian shall be maintained at the address of the Seller Custodian designated herein for receipt of notices, unless the Seller 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 Servicer and the Seller Trust shall, upon the reasonable request of the Insurer, at its expense, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer and of the Seller Trust as they may relate to the Obligations, the Contracts, the obligations of the Servicer or of the Seller Trust under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Servicer or of the Seller with the chief operating officer and the chief financial officer of the Servicer or of the Seller, as the case may beTrust; and (iii) with the 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 Servicer or the Seller Trust with the Servicer’s or the SellerTrust’s independent accountants, provided that an officer a representative of the Servicer Seller or the Seller Trust shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer or the SellerTrust. The books and records of the Servicer shall Trust will be maintained at the address of the Servicer Trust designated herein for receipt of notices, unless the 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 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 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 (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer Master Servicer, the Administrator, the Depositor and of the Seller as they may relate to the Obligations, the ContractsSecurities, the obligations of the 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 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 Servicer Master Servicer, the Administrator, the Depositor or of the Seller, as the case may be; and (iii) with the 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 Servicer Master Servicer, the Administrator, the Depositor or the Seller with the Master Servicer’s, the Administrator’s, the Depositor’s or the Seller’s independent accountants, provided that an officer of the 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 during normal business hours and shall not unreasonably disrupt the business of the Servicer Master Servicer, the Administrator, the Depositor or the Seller. The books and records of the Servicer Master Servicer, the Seller, the Administrator and the Depositor shall be maintained at the respective address of the Servicer such party designated herein for receipt of notices, unless the 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 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 ChangeChange or the reasonable belief of the Insurer that a Material Adverse Change has occurred, the 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 (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Administrator, the Depositor, the Issuer, the Master Servicer and of the Seller as they such books and records may relate to the Obligations, the ContractsSecurities, the obligations of the Administrator, the Depositor, the Issuer, the Master Servicer or of the Seller under the Transaction Documents, Documents and the Transaction; (ii) to discuss the affairs, finances and accounts of the Administrator, the Depositor, the Issuer, the Master Servicer or of the Seller with the chief operating officer and the chief financial officer appropriate representatives of the Administrator, the Depositor, the Issuer, the Master Servicer or of the Seller, as the case may be; and (iii) with the 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 Administrator, the Depositor, the Issuer, the Master Servicer or the Seller with the Master Servicer’s 's, the Administrator's, the Depositor's, the Issuer's or the Seller’s 's independent accountants, provided that an officer of the 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 during normal business hours and shall not unreasonably disrupt the business of the Administrator, the Depositor, the Issuer, the Master Servicer or the Seller. The books and records of the Administrator, the Depositor, the Issuer, the Master Servicer and the Seller shall be maintained at the respective address of the Servicer such party designated herein for receipt of notices, unless the 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 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 Servicer Servicer, the Guarantor, and the Seller Originator shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer Servicer, of the Guarantor and of the Seller Originator as they may relate to the Obligations, the ContractsSecurities, the obligations of the Servicer Servicer, of the Guarantor or of the Seller Originator under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Servicer Servicer, of the Guarantor or of the Seller Originator with the chief operating officer and the chief financial officer of the Servicer Servicer, of the Guarantor, or of the SellerOriginator, as the case may be; and (iii) with the Servicer’s 's, the Guarantor's or the Seller’s Originator's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Servicer Servicer, the Guarantor or the Seller Originator with the Servicer’s 's, the Guarantor's or the Seller’s Originator's independent accountants, provided that an officer of the Servicer Servicer, the Guarantor or the Seller Originator shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer Servicer, the Guarantor or the SellerOriginator. The books and records of the Servicer shall be maintained at the address of the Servicer designated herein for receipt of notices, unless the Servicer shall otherwise advise the parties hereto in writing, and the . The books and records of the Seller Guarantor shall be maintained at the address of the Seller Guarantor designated herein for receipt of notices, unless the Seller 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 Servicer and the Seller 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 (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspectinspect the properties, audit and make copies of abstracts from, the books and records of the Servicer and of the Seller Issuer as they may relate to the ObligationsNotes, Additional Notes, the ContractsCollateral, the obligations of MONY Group, the Servicer or of the Seller 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 Servicer Issuer with any Authorized Officer or other relevant officers of the Seller with the chief operating officer and the chief financial officer of the Servicer or of the Seller, as the case may beIssuer; and (iii) with the 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 Servicer or the Seller Issuer with the Servicer’s or the Seller’s Issuer's independent accountants; provided, provided that an officer of the Servicer or the Seller Issuer shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer or the SellerIssuer. The books and records of the Servicer shall Issuer will be maintained at the address of the Servicer Issuer designated herein for receipt of notices, unless the 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 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 a quarterly basis, or upon the occurrence of a Material Adverse Change, the Servicer Transferor and the Seller Originator shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer Transferor and of the Seller Originator as they may relate to the ObligationsSecurities, the Contracts, or the obligations of the Servicer or of Transferor and the Seller Originator under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Servicer or of the Seller with the chief operating officer Transferor and the chief financial Originator with a senior officer of the Servicer or of Transferor and the Seller, as the case may beOriginator; and and (iii) with the Servicer’s Transferor's or the Seller’s Originator's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Servicer Transferor or the Seller Originator with the Servicer’s Transferor's or the Seller’s Originator's independent accountants, provided that an officer of the Servicer Transferor or the Seller Originator shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer Transferor or the SellerOriginator. The books and records of the Servicer Transferor and the Originator shall be maintained at the address of the Servicer Transferor and the Originator designated herein for receipt of notices, unless the Servicer Transferor or the Originator shall otherwise advise the parties hereto in writing, and . Annual discussions with the books and records of the Seller independent accountants referred to in clause (iii) above shall be maintained at without cost to the address 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 Seller designated herein for receipt of notices, unless the Seller shall otherwise advise the parties hereto in writingInsurer. 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 Servicer Issuer and the Seller Servicer shall, upon the reasonable request of the Insurer, permit the Insurer Insurer, or its authorized agents (provided that no Insurer Default shall have occurred agent, at reasonable times and is continuing):upon reasonable notice: (i) to inspect, audit and make copies of abstracts from, the inspect such books and records of the Servicer and of Company, the Seller Issuer or the Servicer, as they the case may be, as may relate to the ObligationsNotes, the Lease Contracts, the obligations of the Servicer Company, the Issuer or of the Seller 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 Company, the Issuer or the Servicer or as such relate to the performance by it of its obligations under the Seller Transaction Documents with the chief operating officer and the chief financial an appropriate officer of the Servicer Company, the Issuer or of the SellerServicer, as the case may be; and (iii) with the 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 Servicer Company, the Issuer or the Seller Servicer as such relate to the performance by it of its obligations under the Transaction Documents with the Servicer’s Company's, the Issuer's or the Seller’s Servicer's independent public accountants, as the case may be, provided that an appropriate officer of the Servicer Company, the Issuer or the Seller 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 during normal business hours and shall not unreasonably disrupt the business of the Servicer Company, the Issuer or the SellerServicer. The books and records of the Company will be maintained at the address of the 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 shall will be maintained at the address of the Servicer designated herein for receipt of notices, unless the 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)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, the Servicer and the Seller It shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i1) to inspect, audit inspect its books and make copies of abstracts from, records and the books and records of the Servicer and of the Seller it as they may relate to the ObligationsClass A Notes, the Contracts, the its respective obligations of the Servicer or of the Seller 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 No. 46 and SFAS 140; provided that the Insurer will maintain confidentiality with respect to such information in accordance with its internal policies); (ii2) to discuss the its affairs, finances and accounts of as they relate to the Servicer or of Mortgage Loans, the Seller Class A Notes, the Transaction or, with respect to the chief operating officer and Servicer, its ability to perform its obligations under the chief financial officer of the Servicer or of the Seller, as the case may beOperative Documents; and (iii3) if the Insurer reasonably believes that a Material Adverse Change may have occurred and with the Servicer’s or the Seller’s its consent, as applicable, which consent shall not be unreasonably withheldwithheld or delayed, to discuss the its affairs, finances and accounts of the Servicer or the Seller with the Servicer’s or the Seller’s its independent accountants; provided, provided however, that an officer of the Servicer or the Seller its officers shall have the right to be present during such discussionsdiscussions and that any associated fee charged by such independent accountants shall be paid by the Insurer. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer Seller or the SellerServicer, as applicable, and shall be at the cost of the Seller or the Servicer, if a Material Adverse Change shall have occurred, and shall otherwise be at the cost of the Insurer. The books and records of the Seller and the Servicer shall be maintained at the address of the Servicer designated herein for receipt of notices, unless the Seller or the 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 basis, or upon the occurrence of a Material Adverse Change, a Default or an Event of Default, AmeriCredit, the Servicer Servicer, the Sellers and the Seller Custodian shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):the Backup Servicer: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of AmeriCredit, the Servicer Servicer, the Sellers and of the Seller Custodian as they may relate to the Obligations, the ContractsNote, the obligations of AmeriCredit, the Servicer Servicer, the Sellers or of the Seller Custodian under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of AmeriCredit, the Servicer Servicer, the Sellers or of the Seller Custodian with the chief operating officer and the chief financial officer of the Servicer Servicer, the Sellers or of the SellerCustodian, as the case may be; and (iii) with AmeriCredit’s, the Servicer’s ’s, the Sellers’ or the SellerCustodian’s consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of AmeriCredit, the Servicer Servicer, the Sellers or the Seller Custodian with AmeriCredit’s, the Servicer’s ’s, the Sellers’ or the SellerCustodian’s independent accountants, provided that an officer of AmeriCredit, the Servicer Servicer, the Sellers or the Seller Custodian shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of AmeriCredit, the Servicer Servicer, the Sellers or the SellerCustodian. 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 Servicer shall be maintained at the address of the Servicer designated herein for receipt of notices, unless the Servicer shall otherwise advise the parties hereto in writing, and the . The books and records of the Seller Custodian shall be maintained at the address of the Seller Custodian designated herein for receipt of notices, unless the Seller 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 Servicer and the Seller It shall, upon the reasonable request of the InsurerInsurer once each calendar year or otherwise promptly following an Access Trigger Event and on a semi-annual basis thereafter until such Access Trigger Event is no longer in effect, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i1) to inspect, audit inspect its books and make copies of abstracts from, records and the books and records of the Servicer and of the Seller it as they may relate to the ObligationsMortgage Loans, the ContractsClass A Notes, the its obligations of the Servicer or of the Seller 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 No. 46 and SFAS 140; provided that the Insurer will maintain confidentiality with respect to such information in accordance with its internal policies); (ii2) to discuss the its affairs, finances and accounts of as they relate to the Servicer or of Mortgage Loans, the Seller Class A Notes, the Transaction or, with respect to the chief operating officer and Servicer, its ability to perform its obligations under the chief financial officer of the Servicer or of the Seller, as the case may be; andOperative Documents; (iii3) with the Servicer’s or the Seller’s consent, as applicable, which consent shall not be unreasonably withheld, to discuss the its affairs, finances and accounts of the Servicer or the Seller with the Servicer’s or the Seller’s its independent accountants; provided, provided however, that an officer of the Servicer or the Seller its officers shall have the right to be present during such discussions; and (4) to conduct a review of the Servicer's practices as a Servicer through reviews of the Mortgage Loans, reappraisals of Mortgaged Properties and reviews of servicing practices. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer Seller or the SellerServicer, as applicable, and shall be at the cost of the Seller or the Servicer up to once in any 12-month period, or more often if an Access Trigger Event has occurred, and shall otherwise be at the cost of the Insurer. The books and records of the Seller and the Servicer shall be maintained at the address of the Servicer designated herein for receipt of notices, unless the Seller or the 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 basis, or upon the occurrence of a Material Adverse Change, a Default or an Insurance Agreement Event of Default UACC, the Servicer and the Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):the Backup Servicer: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of UACC, the Servicer and of the Seller as they may relate to the Obligations, Obligations or the ContractsCollateral, the obligations of UACC, the 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 Servicer or of the Seller with the chief operating officer and the chief financial officer of the Servicer or of the Seller, as the case may be; and (iii) with the Servicer’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 Servicer or the Seller with UACC’s, the Servicer’s or the Seller’s independent accountants, provided that an officer of UACC, the Servicer or the Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of UACC, the Servicer 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 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 Servicer designated herein for receipt of notices, unless the 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 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 Servicer and the Seller 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 (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspectinspect the properties, audit and make copies of abstracts from, the books and records of the Servicer and of the Seller Issuer as they may relate to the ObligationsNotes, Additional Notes, the ContractsCollateral, the obligations of MONY Group, the Servicer or of the Seller 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 Servicer Issuer with any Authorized Officer or other relevant officers of the Seller with the chief operating officer and the chief financial officer of the Servicer or of the Seller, as the case may beIssuer; and (iii) with the 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 Servicer or the Seller Issuer with the Servicer’s or the SellerIssuer’s independent accountants; provided, provided that an officer of the Servicer or the Seller Issuer shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer or the SellerIssuer. The books and records of the Servicer shall Issuer will be maintained at the address of the Servicer Issuer designated herein for receipt of notices, unless the 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 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 a quarterly basis, or upon the occurrence of a Material Adverse Change, the Servicer and the Seller shall, upon the reasonable request of the InsurerInsurer and upon receiving reasonable notification, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer and of the Seller as they may relate to the Obligations, the Contracts, Receivables or the obligations of the Servicer or of the Seller under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Servicer or of the Seller with the chief operating executive officer and the chief financial officer of the Servicer or of the Seller, as the case may beServicer; and and (iii) with the Servicer’s or the Seller’s 's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Servicer or the Seller with the Servicer’s or the Seller’s 's independent accountants, provided that an the chief financial officer of the Servicer or the Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer or the SellerServicer. The books and records of the Servicer shall be maintained at the address of the Servicer designated herein for receipt of notices, unless the Servicer shall otherwise advise the parties hereto in writing, and . Annual discussions with the books and records of the Seller independent accountants referred to in clause (iii) above shall be maintained at without cost to the address 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 Seller designated herein for receipt of notices, unless the Seller shall otherwise advise the parties hereto in writingInsurer. 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 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 (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer Master Servicer, the Administrator, the Depositor and of the Seller as they may relate to the Obligations, the ContractsSecurities, the obligations of the 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 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 Servicer Master Servicer, the Administrator, the Depositor or of the Seller, as the case may be; and (iii) with the 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 Servicer Master Servicer, the Administrator, the Depositor or the Seller with the Master Servicer’s, the Administrator’s, the Depositor’s or the Seller’s independent accountants, provided that an officer of the 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 during normal business hours and shall not unreasonably disrupt the business of the Servicer Master Servicer, the Administrator, the Depositor or the Seller. The books and records of the Servicer Master Servicer, the Seller, the Administrator and the Depositor shall be maintained at the respective address of the Servicer such party designated herein for receipt of notices, unless the 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 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 basis, or upon the occurrence of a Material Adverse Change, the Servicer Servicer, the Originator and the Seller Borrower shall, upon the reasonable request of the InsurerSurety Provider, permit the Insurer Surety Provider or its authorized agents (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer Servicer, the Originator and of the Seller Borrower as they may relate to the Obligations, the ContractsNotes, the obligations of the Servicer Servicer, the Originator or of the Seller Borrower under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Servicer Servicer, the Originator or of the Seller Borrower with the chief operating officer and the chief financial officer of the Servicer Servicer, the Originator or of the SellerBorrower, as the case may be; and (iii) with the Servicer’s 's, the Originator's or the Seller’s Borrower's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Servicer Servicer, the Originator or the Seller Borrower with the Servicer’s 's, the Originator's or the Seller’s Borrower's independent accountants, provided that an officer of the Servicer Servicer, the Originator or the Seller Borrower shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer Servicer, the Originator or the SellerBorrower. The books and records of the Servicer shall be maintained at the address of the Servicer designated herein for receipt of notices, unless the Servicer shall otherwise advise the parties hereto in writing, and the . The books and records of the Seller Originator shall be maintained at the address of the Seller Originator designated herein for receipt of notices, unless the Seller Originator shall otherwise advise the parties hereto in writing. The Insurer 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 Master Servicer and the Seller shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents (provided that no Insurer Default shall have occurred agents, at the expense of the Insurer, at reasonable times and is continuing):upon reasonable notice: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Master Servicer and of the Seller as they may relate to the Obligations, the ContractsSecurities, the obligations of the Master Servicer or of the Seller under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Master Servicer or of the Seller with the chief operating officer and the chief financial officer of the Servicer or of the SellerMaster Servicer, as the case may be; and (iii) with the Master Servicer’s or the Seller’s 's consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Master Servicer or the Seller with the Master Servicer’s or the Seller’s 's independent accountants, provided that an officer of the Master Servicer or the Seller shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Servicer or the SellerMaster Servicer. The books and records of the Master Servicer shall will be maintained at the address of the Master Servicer designated herein for receipt of notices, unless the Master 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, 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 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 (provided that no Insurer Default shall have occurred and is continuing):agents: (i) to inspect, audit and make copies of abstracts from, inspect the books and records of the Servicer Originator, the Servicer, the Company and of the Seller as they may relate to the Obligations, Notes (other than the Contractsnames of Mortgagors and strategic plans which are unrelated to the Notes), the obligations of the Servicer or of 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 Servicer or of 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 Servicer or of Originator, the Servicer, the Company and the Seller, as the case may be; and (iii) with the Originator's, the Servicer’s or 's, the Company's and the Seller’s 's consent, as applicable, which consent shall not be unreasonably withheldwithheld or delayed, to discuss the affairs, finances and accounts of the Servicer or Originator, the Servicer, the Company and the Seller with the Originator, the Servicer’s or , the Company and the Seller and the independent accountants of the Originator, the Servicer, the Company and the Seller’s independent accountants, provided that an officer of the Servicer or Originator, the Seller 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 during normal business hours and shall not unreasonably disrupt the business of the Servicer Originator, the Servicer, the Company or the Seller, as the case may be. The books and records of the Servicer shall be maintained at the address of the Servicer designated herein for receipt of notices, unless the 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 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.