Common use of Annual and Monthly Reporting; Cooperation Clause in Contracts

Annual and Monthly Reporting; Cooperation. (a) At the request of the Servicer, on or before March 15 of each calendar year (or, with respect to a Program Portfolio, any alternate date specified in the related Program Portfolio Schedule), commencing on March 15, 2017, the Subservicer shall deliver to the Servicer a statement of compliance, dated December 31 of the immediately preceding year, executed by an authorized representative of the Subservicer, to the effect that: (i) a review of the Subservicer’s activities during the calendar year (or, for the initial period, from the Effective Date to December 31, 2016) and of its performance under this Agreement (including the Program Portfolio Schedules) has been made under such representative’s supervision; and (ii) to the best of such representative’s knowledge, based on such review, the Subservicer has fulfilled all of its obligations under this Agreement (including the Program Portfolio Schedules) in all material respects throughout the calendar year (or such initial period) or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such representative and the nature and status thereof. (b) At the request of the Servicer, with respect to the Regulation AB Receivables only, on or before March 15 of each calendar year (or, with respect to a Program Portfolio, any alternate date specified in the related Program Portfolio Schedule), beginning on March 15, 2017, the Subservicer shall deliver to the Servicer, a report (or reports, if applicable) regarding the Subservicer’s assessment of compliance with the servicing criteria as applicable to the Subservicer during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Subservicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. (c) At the request of the Servicer, with respect to the Regulation AB Receivables only, on or before March 15 of each calendar year (or, with respect to a Program Portfolio, any alternate date specified in the related Program Portfolio Schedule), beginning on March 15, 2017, the Subservicer shall cause a registered public accounting firm, which may also render other services to the Subservicer or its Affiliates, to furnish to the Servicer, an attestation report (or attestation reports, as applicable) on assessment of compliance with the servicing criteria with respect to the Subservicer during the related fiscal year delivered by such accountants pursuant to paragraph (c) of Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable assets, or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Commission. (d) The Subservicer shall (i) on or before the fifth Business Day of each month, notify the Servicer, in writing, of any Form 10-D Disclosure Item with respect to the Subservicer, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Servicer; provided, however, that the Subservicer shall not be required to provide such information in the event that there has been no change to the information previously provided and (ii) as promptly as practicable following notice of or actual knowledge of the Subservicer of any changes to such information, provide to the Servicer, in writing, such updated information. (e) The Subservicer shall cooperate in all respects with all audits of the Servicer as well as any scheduled rating agency, investor, owner or lender due diligence visits. The Subservicer shall cooperate fully with the Servicer and the owner of any Program Receivable to deliver any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Servicer or such owner to permit the Servicer, such owner and/or their respective affiliates to comply with the disclosure or other provisions of Regulation AB and its reporting obligations under the Exchange Act, together with such disclosures relating to the Subservicer and the Program Receivables, or the servicing of the Program Receivables, reasonably believed by the Servicer or the owner of any Program Receivable to be necessary or useful in order to effect such compliance. Without limiting the foregoing, the Subservicer shall cooperate fully with the Servicer and the sponsor of any asset-backed securities transaction involving Program Receivables to provide information in the possession of the Subservicer relating to the Program Receivables to be securitized and information regarding the Subservicer (including, without limitation, information of the type contemplated by Item 1108 of Regulation AB).