AND THE COLLATERAL AND WILL CAUSE ITS PERSONNEL TO ASSIST IN
ANY EXAMINATION OF SUCH RECORDS BY THE ISSUER, THE INSURER, THE BACK-UP SERVICER
OR THE INDENTURE TRUSTEE, AND WILL PERMIT SUCH PARTIES TO DISCUSS THE AFFAIRS,
FINANCES AND ACCOUNTS OF THE SERVICER WITH THE CHIEF OPERATING OFFICER AND CHIEF
FINANCIAL OFFICER OF THE SERVICER. THE EXAMINATION REFERRED TO IN THIS SECTION
2.20 WILL BE CONDUCTED IN A MANNER WHICH DOES NOT UNREASONABLY INTERFERE WITH
THE SERVICER'S NORMAL OPERATIONS OR CUSTOMER OR EMPLOYEE RELATIONS. WITHOUT
OTHERWISE LIMITING THE SCOPE OF THE EXAMINATION, THE ISSUER, THE INSURER, THE
BACK-UP SERVICER OR THE INDENTURE TRUSTEE MAY, USING GENERALLY ACCEPTED AUDIT
PROCEDURES, VERIFY THE STATUS OF EACH CONTRACT AND REVIEW THE SERVICER FILES AND
RECORDS RELATING THERETO FOR CONFORMITY TO MONTHLY SERVICER REPORTS PREPARED
PURSUANT TO SECTION 2.02(C) AND COMPLIANCE WITH THE STANDARDS REPRESENTED TO
EXIST AS TO EACH CONTRACT IN THIS SERVICING AGREEMENT. NOTHING HEREIN SHALL
REQUIRE THE ISSUER, THE INSURER, THE BACK-UP SERVICER OR THE INDENTURE TRUSTEE
TO CONDUCT ANY INSPECTION PURSUANT TO THIS SECTION. SUCH PARTIES MAY, WITH THE
SERVICER'S CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, DISCUSS
THE AFFAIRS, FINANCES AND ACCOUNTS OF THE SERVICER WITH THE SERVICER'S
INDEPENDENT ACCOUNTANTS, PROVIDED THAT AN OFFICER OF THE SERVICER SHALL HAVE THE
RIGHT TO BE PRESENT DURING SUCH DISCUSSIONS.
(B)
AT ALL TIMES DURING THE TERM HEREOF, THE INITIAL SERVICER SHALL
KEEP AVAILABLE AT ITS OFFICE LOCATED AT 380 INTERSTATE NORTH, ATLANTA, GEORGIA
30559 (OR SUCH OTHER LOCATION AS TO WHICH IT SHALL GIVE WRITTEN NOTICE TO THE
ISSUER, THE INDENTURE TRUSTEE, AND THE INSURER), FOR INSPECTION BY THE ISSUER,
THE INSURER, THE BACK-UP SERVICER AND THE INDENTURE TRUSTEE A COPY OF THE
CONTRACT SCHEDULE, AS AMENDED.
17
(C)
ALL INFORMATION OBTAINED BY THE ISSUER, THE INSURER, THE BACK-UP
SERVICER OR THE INDENTURE TRUSTEE REGARDING THE OBLIGORS AND THE CONTRACTS,
WHETHER UPON EXERCISE OF ITS RIGHTS UNDER THIS SECTION 2.20 OR OTHERWISE, SHALL
BE MAINTAINED BY THE ISSUER, THE INSURER, THE BACK-UP SERVICER OR THE INDENTURE
TRUSTEE IN CONFIDENCE AND SHALL NOT BE DISCLOSED TO ANY OTHER PERSON, EXCEPT AS
OTHERWISE REQUIRED BY APPLICABLE LAW OR REGULATION.
(D)
THE SERVICER WILL, AT THE ISSUER'S OR THE INSURER'S REQUEST,
PROVIDE THE ISSUER OR THE INSURER WITH A DATA EXTRACT DISK OF PORTFOLIO
INFORMATION.
(E)
THE SERVICER AND THE INSURER AND THEIR AGENTS AND REPRESENTATIVES
SHALL AT ALL TIMES HAVE FULL AND FREE ACCESS DURING NORMAL BUSINESS HOURS TO ALL
COMPUTER TAPES, BOOKS, CORRESPONDENCE AND RECORDS OF THE BACK-UP SERVICER
INSOFAR AS THEY RELATE TO THE CONTRACTS AND THE INSURER AND ITS AGENTS AND
REPRESENTATIVES MAY EXAMINE THE SAME, TAKE EXTRACTS THEREFROM AND MAKE
PHOTOCOPIES THEREOF. THE SERVICER AND THE INSURER EACH AGREE THAT ALL SUCH
INFORMATION, PRACTICES, BOOKS, CORRESPONDENCE AND RECORDS ARE TO BE REGARDED AS
CONFIDENTIAL INFORMATION AND THAT (A) IT SHALL RETAIN IN STRICT CONFIDENCE AND
SHALL USE ITS BEST EFFORTS TO ENSURE THAT ITS REPRESENTATIVES RETAIN IN STRICT
CONFIDENCE AND WILL NOT DISCLOSE WITHOUT THE PRIOR