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 as often as the Note Insurer deems appropriate upon the occurrence of an Insurance Agreement Event of Default, each COAF Company shall, upon the reasonable request of the Note Insurer, permit the Note Insurer or its authorized agents: (i) to inspect its books and records as they may relate to the Class A Notes, the obligations of such party under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of each COAF Company with the chief operating officer and the chief financial officer of such COAF Company, as the case may be; and (iii) with any COAF Company’s consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of such COAF Company with such company’s independent accountants, provided that an officer of such COAF Company shall have the right to be present during such discussions; provided, however that upon the occurrence of an Insurance Agreement Event of Default, no such consent of the COAF Companies will be required but the Note Insurer will provide reasonable notice to such COAF Company prior to such discussions and such discussions may not create an undue burden on such COAF Company’s or the accountants’ business. Such inspections and discussions shall be conducted during normal business hours at the Note Insurer’s cost and expense and shall not unreasonably disrupt the business of such COAF Company. The books and records of each COAF Company will be maintained at the address of such COAF Company designated herein for receipt of notices, unless the Servicer shall otherwise advise the parties hereto in writing.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or as often as the Note Insurer deems appropriate upon the occurrence of an Insurance Agreement Event of Default, each COAF Company shall, upon the reasonable request of the Note Insurer, permit the Note Insurer or its authorized agents: (i) to inspect its books and records as they may relate to the Class A Notes, the obligations of such party under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of each COAF Company with the chief operating officer and the chief financial officer of such COAF Company, as the case may be; and (iii) with any COAF Company’s consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of such COAF Company with such company’s independent accountants, provided that an officer of such COAF Company shall have the right to be present during such discussions; provided, however however, that upon the occurrence of an Insurance Agreement Event of Default, no such consent of the COAF Companies will be required but the Note Insurer will provide reasonable notice to such COAF Company prior to such discussions and such discussions may not create an undue burden on such COAF Company’s or the accountants’ business. Such inspections and discussions shall be conducted during normal business hours at the Note Insurer’s cost and expense and shall not unreasonably disrupt the business of such COAF Company. The books and records of each COAF Company will be maintained at the address of such COAF Company designated herein for receipt of notices, unless the Servicer shall otherwise advise the parties hereto in writing.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or As long as often as the Note Insurer deems appropriate upon the occurrence of an Insurance Agreement Event of Default, each COAF Company shall, upon the reasonable request prior written notice of the Note Insurer, at any time, it shall permit the Note Insurer or its authorized agents: (i) to inspect its books and its records as they may relate to the Class A NotesTransaction, the Receivables, the Other Conveyed Property or any other assets in the Trust Estate, as the case may be, or its obligations of such party under the Transaction Documents, and the Transaction; (ii) to discuss the its affairs, finances and accounts of each COAF Company with the chief operating its principal executive officer and the chief its principal financial officer of such COAF Company, as the case may beofficer; and (iii) with any COAF Company’s consent, which consent shall not be unreasonably withheld, to discuss the its affairs, finances and accounts of such COAF Company with such company’s its independent accountants, provided that an officer one of such COAF Company its officers shall have the right to be present during such discussions; provided, however that upon the occurrence of an Insurance Agreement Event of Default, no such consent of the COAF Companies will be required but the Note Insurer will provide reasonable notice to such COAF Company prior to such discussions and such discussions may not create an undue burden on such COAF Company’s or the accountants’ business. Such inspections and discussions shall be conducted during normal business hours at the Note Insurer’s Triad's cost and expense and shall not unreasonably disrupt the business of the Seller or the Servicer. Absent an Event of Default hereunder, any Default or Event of Default under the Indenture, a Servicer Termination Event, a Trigger Event or an Insurance Agreement Repurchase Event, the Insurer shall not conduct such COAF Companyinspections or discussions more often than annually, unless otherwise mutually agreed by the Insurer and Triad. The books If, however, an Event of Default hereunder or under the Indenture, a Servicer Termination Event, a Trigger Event, a Spread Cap Event or an Insurance Agreement Repurchase Event has occurred and records of each COAF Company will be maintained at is continuing, the address Insurer may increase the frequency of such COAF Company designated herein for audits to semi-annual, quarterly, or otherwise as it deems appropriate. Without limiting the foregoing, upon the occurrence of a Trigger Event an Event of Default hereunder or under the Indenture, a Servicer Termination Event, a Spread Cap Event or an Insurance Agreement Repurchase Event, Triad shall make its principal officers available to discuss the Transaction with representatives of the Insurer within 15 days of receipt by Triad of notices, unless such a request from the Servicer shall otherwise advise the parties hereto in writingInsurer.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or as often as the Note Insurer deems appropriate upon the occurrence of an Insurance Agreement Event of Default, each COAF Company shall, upon the Upon reasonable request prior written notice of the Note Insurer, at any time, it shall permit the Note Insurer or its authorized agents: (i) to inspect its books and records as they may relate to the Class A Notes, the obligations of such party under the Transaction Documents, and the Transactionrecords; (ii) to discuss the its affairs, finances and accounts of each COAF Company with the chief operating its principal executive officer and the chief its principal financial officer of such COAF Company, as the case may beofficer; and (iii) with any COAF Company’s consent, which consent shall not be unreasonably withheld, to discuss the its affairs, finances and accounts of such COAF Company with such company’s its independent accountants, provided that one of its officers and an officer of such COAF Company Triad shall have the right to be present during such discussions; provided, however that upon the occurrence of an Insurance Agreement Event of Default, no such consent of the COAF Companies will be required but the Note Insurer will provide reasonable notice to such COAF Company prior to such discussions and such discussions may not create an undue burden on such COAF Company’s or the accountants’ business. Such inspections and discussions shall be conducted during normal business hours at the Note Insurer’s cost and expense of Triad and shall not unreasonably disrupt the business Depositor's or Issuer's business, as the case may be. Absent an Event of Default hereunder or under the Indenture, a Servicer Termination Event, a Trigger Event, a Spread Cap Event or an Insurance Agreement Repurchase Event, the Insurer shall not conduct such inspections or discussions more often than annually, unless otherwise mutually agreed by the Insurer and Triad. If, however, an Event of Default hereunder or under the Indenture, a Servicer Termination Event, a Trigger Event, a Spread Cap Event or an Insurance Agreement Repurchase Event has occurred and is continuing, the Insurer may increase the frequency of such COAF Companyaudits to semi-annual, quarterly, or otherwise as it deems appropriate. The books Without limiting the foregoing, upon the occurrence of an Event of Default hereunder or under the Indenture, a Servicer Termination Event, a Trigger Event, a Spread Cap Event or an Insurance Agreement Repurchase Event, the Depositor and records the Issuer shall make their respective principal officers available to discuss the Transaction with representatives of each COAF Company will be maintained at the address Insurer within 15 days of receipt by the Depositor and the Issuer, as the case may be, of such COAF Company designated herein for receipt of notices, unless a request from the Servicer shall otherwise advise the parties hereto in writingInsurer.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or as often as the Note Insurer deems appropriate upon the occurrence of an Insurance Agreement Event of Default, each COAF Company shall, upon the reasonable request of the Note Insurer, permit the Note Insurer or its authorized agents: (i) to inspect its books and records as they may relate to the Class A Notes, the obligations of such party under the Transaction Documents, Documents and the Transaction; (ii) to discuss the affairs, finances and accounts of each COAF Company with the chief operating officer and the chief financial officer of such COAF Company, as the case may be; and (iii) with any COAF Company’s consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of such COAF Company with such company’s independent accountants, provided that an officer of such COAF Company shall have the right to be present during such discussions; provided, however that upon the occurrence of an Insurance Agreement Event of Default, no such consent of the COAF Companies will be required but the Note Insurer will provide reasonable notice to such COAF Company prior to such discussions and such discussions may not create an undue burden on such COAF Company’s or the accountants’ business. Such inspections and discussions shall be conducted during normal business hours at the Note Insurer’s cost and expense and shall not unreasonably disrupt the business of such COAF Company. The books and records of each COAF Company will be maintained at the address of such COAF Company designated herein for receipt of notices, unless the Servicer shall otherwise advise the parties hereto in writing.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or as often as the Note Insurer deems appropriate upon the occurrence of an Insurance Agreement Event of Defaulta Material Adverse Change, each COAF Company the Servicer and the Seller shall, upon the reasonable request of the Note Insurer, permit the Note Insurer or its authorized agents:agents (provided that no Insurer Default shall have occurred and is continuing): (i) to inspect its 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 Class A NotesObligations, the Contracts, the obligations of such party the Servicer or of the Seller under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of each COAF Company the Servicer or of the Seller with the chief operating officer and the chief financial officer of such COAF Companythe Servicer or of the Seller, as the case may be; and (iii) with any COAF Companythe Servicer’s or the Seller’s consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of such COAF Company the Servicer or the Seller with such companythe Servicer’s or the Seller’s independent accountants, provided that an officer of such COAF Company the Servicer or the Seller shall have the right to be present during such discussions; provided, however that upon the occurrence of an Insurance Agreement Event of Default, no such consent of the COAF Companies will be required but the Note Insurer will provide reasonable notice to such COAF Company prior to such discussions and such discussions may not create an undue burden on such COAF Company’s or the accountants’ business. Such inspections and discussions shall be conducted during normal business hours at the Note Insurer’s cost and expense and shall not unreasonably disrupt the business of such COAF Companythe Servicer or the Seller. The books and records of each COAF Company will the Servicer shall be maintained at the address of such COAF Company 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 as often as the Note Insurer deems appropriate upon the occurrence of an Insurance Agreement Event of Default, each COAF Company shall, upon the Upon reasonable request prior written notice of the Note Insurer, at any time, it shall permit the Note Insurer or its authorized agents: (i) to inspect its books and records as they may relate to the Class A Notes, the obligations of such party under the Transaction Documents, and the Transactionrecords; (ii) to discuss the its affairs, finances and accounts of each COAF Company with the chief operating its principal executive officer and the chief its principal financial officer of such COAF Company, as the case may beofficer; and (iii) with any COAF Company’s consent, which consent shall not be unreasonably withheld, to discuss the its affairs, finances and accounts of such COAF Company with such company’s its independent accountants, provided that one of its officers and an officer of such COAF Company Triad shall have the right to be present during such discussions; provided, however that upon the occurrence of an Insurance Agreement Event of Default, no such consent of the COAF Companies will be required but the Note Insurer will provide reasonable notice to such COAF Company prior to such discussions and such discussions may not create an undue burden on such COAF Company’s or the accountants’ business. Such inspections and discussions shall be conducted during normal business hours at the Note Insurer’s cost and expense of Triad and shall not unreasonably disrupt the business Depositor’s or Issuer’s business, as the case may be. Absent an Event of Default hereunder or under the Indenture, a Servicer Termination Event, a Trigger Event, a Spread Cap Event or an Insurance Agreement Repurchase Event, the Insurer shall not conduct such inspections or discussions more often than annually, unless otherwise mutually agreed by the Insurer and Triad. If, however, an Event of Default hereunder or under the Indenture, a Servicer Termination Event, a Trigger Event, a Spread Cap Event or an Insurance Agreement Repurchase Event has occurred and is continuing, the Insurer may increase the frequency of such COAF Companyaudits to semi-annual, quarterly, or otherwise as it deems appropriate. The books Without limiting the foregoing, upon the occurrence of an Event of Default hereunder or under the Indenture, a Servicer Termination Event, a Trigger Event, a Spread Cap Event or an Insurance Agreement Repurchase Event, the Depositor and records the Issuer shall make their respective principal officers available to discuss the Transaction with representatives of each COAF Company will be maintained at the address Insurer within 15 days of receipt by the Depositor and the Issuer, as the case may be, of such COAF Company designated herein for receipt of notices, unless a request from the Servicer shall otherwise advise the parties hereto in writingInsurer.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or as often as the Note Insurer deems appropriate upon the occurrence of an Insurance Agreement Event of Defaulta Material Adverse Change, each COAF Company the Servicer or the Originator shall, upon the reasonable request of the Note Insurer, permit the Note Insurer or its authorized agents: (i) to inspect its the books and records of the Servicer and the Originator as they may relate to the Class A NotesObligations, the obligations of such party the Servicer or the Originator under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of each COAF Company the Servicer or the Originator with the chief operating officer and the chief financial officer of such COAF Companythe Servicer or the Originator, as the case may be; and (iii) with any COAF Companythe Servicer’s or the Originator’s consent, as applicable, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of such COAF Company the Servicer or the Originator with such companythe Servicer’s or the Originator’s independent accountants, provided that an officer of such COAF Company the Servicer or the Originator shall have the right to be present during such discussions; provided, however that upon the occurrence of an Insurance Agreement Event of Default, no such consent of the COAF Companies will be required but the Note Insurer will provide reasonable notice to such COAF Company prior to such discussions and such discussions may not create an undue burden on such COAF Company’s or the accountants’ business. Such inspections and discussions shall be conducted during normal business hours at the Note Insurer’s cost and expense and shall not unreasonably disrupt the business of such COAF Companythe Servicer or the Originator. The books and records of each COAF Company will the Servicer shall be maintained at the address of such COAF Company 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 Originator shall be maintained at the addresses 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 as often as the Note Insurer deems appropriate upon the occurrence of an Insurance Agreement Event of Default, each COAF Company shall, upon the reasonable request of the Note Insurer, permit the Note Insurer or its authorized agents: (i) to inspect its books and records as they may relate to the Class A Notes, the obligations of such party under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of each COAF Company with the chief operating officer and the chief financial officer of such COAF Company, as the case may be; and (iii) with any COAF Company’s consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of such COAF Company with such company’s independent accountants, provided that an officer of such COAF Company shall have the right to be present during such discussions; provided, however however, that upon the occurrence of an Insurance Agreement Event of Default, no such consent of the COAF Companies will be required but the Note Insurer will provide reasonable notice to such COAF Company prior to such discussions and such discussions may not create an undue burden on such COAF Company’s or the accountants’ business. Such inspections and discussions shall be conducted during normal business hours at the Note InsurerIssuer’s cost and expense and shall not unreasonably disrupt the business of such COAF Company. The books and records of each COAF Company will be maintained at the address of such COAF Company designated herein for receipt of notices, unless the Servicer shall otherwise advise the parties hereto in writing.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or As long as often as the Note Insurer deems appropriate upon the occurrence of an Insurance Agreement Event of Default, each COAF Company shall, upon the reasonable request prior written notice of the Note Insurer, at any time, it shall permit the Note Insurer or its authorized agents, including without limitation, the Insurer's independent public accountants: (i) to inspect its books and its records as they may relate to the Class A NotesTransaction, the Receivables, the Other Conveyed Property or any other assets in the Trust Estate, as the case may be, or its obligations of such party under the Transaction Documents, and the Transaction; (ii) to discuss the its affairs, finances and accounts of each COAF Company with the chief operating its principal executive officer and the chief its principal financial officer of such COAF Company, as the case may beofficer; and (iii) with any COAF Company’s consent, which consent shall not be unreasonably withheld, to discuss the its affairs, finances and accounts of such COAF Company with such company’s its independent accountants, provided that an officer one of such COAF Company its officers shall have the right to be present during such discussions; provided, however that upon the occurrence of an Insurance Agreement Event of Default, no such consent of the COAF Companies will be required but the Note Insurer will provide reasonable notice to such COAF Company prior to such discussions and such discussions may not create an undue burden on such COAF Company’s or the accountants’ business. Such inspections and discussions shall be conducted during normal business hours at the Note Insurer’s cost and expense and shall not unreasonably disrupt the business of the Originator or the Servicer. Absent an Insurance Event of Default hereunder or an Event of Default under the Indenture or a Servicer Default, the Insurer shall not conduct such COAF Companyinspections or discussions more often than annually, unless otherwise mutually agreed by the Insurer and New South. The books If, however, an Insurance Event of Default hereunder or an Event of Default under the Indenture, a Servicer Default or a Reserve Event has occurred and records of each COAF Company will be maintained at is continuing, the address Insurer may increase the frequency of such COAF Company designated herein for audits to semi-annual, quarterly, or otherwise as it deems appropriate. Without limiting the foregoing, upon the occurrence of an Insurance Event of Default hereunder or an Event of Default under the Indenture, a Servicer Default or a Reserve Event, New South shall make its principal officers available to discuss the Transaction with representatives of the Insurer within 15 days of receipt by New South of notices, unless such a request from the Servicer shall otherwise advise the parties hereto in writingInsurer.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or as often as the Note Insurer deems appropriate upon the occurrence of an Insurance Agreement Event of Defaulta Material Adverse Change, EOI, each COAF Company Affiliated Seller and the Depositor shall, upon the reasonable request of the Note Insurer, permit the Note Insurer or its authorized agents: (i) to inspect its the books and records of EOI, each Affiliated Seller and the Depositor as they may relate to the Class A NotesCertificates, the obligations of such party EOI, each Affiliated Seller 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 each COAF Company EOI with the chief operating officer Chief Operating Officer and the chief financial officer Chief Financial Officer of such COAF Company, as the case may beEOI; and (iii) if the Insurer reasonably believes that a Material Adverse Change may have occurred and with any COAF Company’s EOI's consent, which consent shall not be unreasonably withheldwithheld or delayed, to discuss the affairs, finances and accounts of such COAF Company EOI with such company’s EOI's independent accountants; provided, provided however, that an officer of such COAF Company EOI shall have the right to be present during such discussions; provided, however that upon the occurrence of an Insurance Agreement Event of Default, no such consent of the COAF Companies will be required but the Note Insurer will provide reasonable notice to such COAF Company prior to such discussions and such discussions may not create an undue burden on such COAF Company’s or the accountants’ business. Such inspections and discussions shall be conducted during normal business hours at the Note Insurer’s cost and expense and shall not unreasonably disrupt the business of such COAF CompanyEOI, any Affiliated Seller or the Depositor. The books and records of each COAF Company will EOI and the Depositor shall be maintained at the address of such COAF Company EOI designated herein for receipt of notices, unless the Servicer EOI shall otherwise advise the parties hereto in writing.

Access to Records; Discussions With Officers and Accountants. On an annual basis, or as often as the Note Insurer deems appropriate upon the occurrence of an Insurance Agreement Event of Default, each COAF Company shall, upon the Upon reasonable request prior written notice of the Note Insurer, at any time, it shall permit the Note Insurer or its authorized agents: (i) to inspect its books and records as they may relate to the Class A Notes, the obligations of such party under the Transaction Documents, and the Transactionrecords; (ii) to discuss the its affairs, finances and accounts of each COAF Company with the chief operating its principal executive officer and the chief its principal financial officer of such COAF Company, as the case may beofficer; and (iii) with any COAF Company’s consent, which consent shall not be unreasonably withheld, to discuss the its affairs, finances and accounts of such COAF Company with such company’s its independent accountants, provided that one of its officers and an officer of such COAF Company New South shall have the right to be present during such discussions; provided, however that upon the occurrence of an Insurance Agreement Event of Default, no such consent of the COAF Companies will be required but the Note Insurer will provide reasonable notice to such COAF Company prior to such discussions and such discussions may not create an undue burden on such COAF Company’s or the accountants’ business. Such inspections and discussions shall be conducted during normal business hours at the Note Insurer’s cost and expense and shall not unreasonably disrupt the business Depositor's or Issuer's business, as the case may be. Absent an Insurance Event of Default hereunder or an Event of Default under the Indenture or a Servicer Default, the Insurer shall not conduct such inspections or discussions more often than annually, unless otherwise mutually agreed by the Insurer and New South. If, however, an Insurance Event of Default hereunder or an Event of Default under the Indenture or a Servicer Default has occurred and is continuing, the Insurer may increase the frequency of such COAF Companyaudits to semi-annual, quarterly, or otherwise as it deems appropriate. The books Without limiting the foregoing, upon the occurrence of an Insurance Event of Default hereunder or an Event of Default under the Indenture, a Servicer Default or a Reserve Event, the Depositor and records the Issuer shall make their respective principal officers available to discuss the Transaction with representatives of each COAF Company will be maintained at the address Insurer within 15 days of receipt by the Depositor and the Issuer, as the case may be, of such COAF Company designated herein for receipt of notices, unless a request from the Servicer shall otherwise advise the parties hereto in writingInsurer.