Common use of Regulation AB Clause in Contracts

Regulation AB. The Servicer and the Indenture Trustee shall cooperate in good faith with the Depositor to ensure compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Servicer and the Indenture Trustee acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise. The Servicer shall deliver to the Depositor (including any of its assignees or designees) upon request any and all reports, statements, certifications, records or other information necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Indenture Trustee shall deliver to the Depositor (including any of its assignees or designees) (i) any information required under Items 1109(a), 1117 and 1119 of Regulation AB to enable the Depositor to comply with the provisions of Regulation AB, the Securities Act and the Exchange Act and the rules and regulations thereunder and (ii) within 60 days of the end of each fiscal year of the Depositor, a report regarding the Indenture Trustee’s assessment of compliance with Regulation AB, including disclosure of any material instance of non-compliance identified by the Indenture Trustee (provided, that to the extent the Indenture Trustee identifies any material instance of non-compliance, the Indenture Trustee shall disclose (whether in such report or separately) whether such material instance of non-compliance relates to the Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance of non-compliance), during the Depositor’s immediately preceding fiscal year, as required under Item 1122 of Regulation AB and Rules 15d-18 and 13a-18 of the Exchange Act, which report shall address each of the specified criteria in Exhibit B or such other criteria as mutually agreed upon by the Depositor and the Indenture Trustee, together with such disclosures relating to the Indenture Trustee and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Depositor shall not request information or disclosures pursuant to this Section 10.14 other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act or the rules and regulations of the Commission under the Securities Act or the Exchange Act.

Regulation AB. The Servicer and the Indenture Trustee shall cooperate in good faith with the Depositor to ensure compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Servicer and the Indenture Trustee acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise. The Servicer shall deliver to the Depositor (including any of its assignees or designees) upon request any and all reports, statements, certifications, records or other information necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Indenture Trustee shall deliver to the Depositor (including any of its assignees or designees)other (i) any information required under Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB to enable the Depositor to comply with the provisions of Regulation AB, the Securities Act and the Exchange Act and the rules and regulations thereunder and (ii) within 60 days of the end of each fiscal year of the Depositor, a report regarding the Indenture Trustee’s assessment of compliance with Regulation AB, including disclosure of any material instance of non-compliance identified by the Indenture Trustee (provided, that to the extent the Indenture Trustee identifies any material instance of non-compliance, the Indenture Trustee shall disclose (whether in such on its report or separately) whether such material instance of non-compliance relates to the Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance of non-compliance), during the Depositor’s immediately preceding fiscal year, as required under Item 1122 of Regulation AB and Rules 15d-18 and 13a-18 of the Exchange Act, which report shall address each of the specified criteria in Exhibit B or such other criteria as mutually agreed upon by the Depositor and the Indenture Trustee, together with such disclosures relating to the Indenture Trustee and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Depositor shall not request information or disclosures pursuant to this Section 10.14 other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act or the rules and regulations of the Commission under the Securities Act or the Exchange Act.

Regulation AB. The Seller, the Servicer and the Indenture Owner Trustee shall cooperate in good faith with acknowledge and agree that the Depositor purpose of this Section 11.15 is to ensure facilitate compliance by the Depositor Seller with the provisions of Regulation AB and related rules and regulations of the Commission. The Servicer Seller shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the Indenture rules and regulations of the Commission under the Securities Act and the Exchange Act. The Owner Trustee acknowledge acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel counsel, or otherwise, and agrees to comply with requests made by the Seller or the Servicer in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The Servicer Owner Trustee shall cooperate fully with the Seller and the Issuer to deliver to the Depositor Seller and the Issuer (including the Servicer and any of its other assignees or designees) upon request any and all reports, statements, certifications, records or other information regarding the Owner Trustee that is necessary in the good faith determination of the Depositor Seller or the Issuer to permit the Depositor Seller to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Indenture Trustee shall deliver to the Depositor (including any of its assignees or designees) (i) any information required under Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB AB. Without limiting the generality of the foregoing, for so long as the Issuer is required to enable report under the Depositor Exchange Act, the Owner Trustee shall (i) on or before the fifth Business Day of each month, provide to comply the Servicer, in writing, such information regarding the Owner Trustee as is requested by the Servicer for the purpose of compliance with the provisions Items 1117 and 1119 of Regulation AB; provided, however, that the Securities Act and Owner Trustee shall not be required to provide such information in the Exchange Act and event that there has been no change to the rules and regulations thereunder information previously provided by the Owner Trustee to the Servicer, and (ii) within 60 days as promptly as practicable following notice to or discovery by a Responsible Officer of the end of each fiscal year of the Depositor, a report regarding the Indenture Trustee’s assessment of compliance with Regulation AB, including disclosure Owner Trustee of any material instance of non-compliance identified by the Indenture Trustee (providedchanges to such information, that provide to the extent the Indenture Trustee identifies any material instance of non-complianceServicer, the Indenture Trustee shall disclose (whether in writing, such report or separately) whether such material instance of non-compliance relates to the Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance of non-compliance), during the Depositor’s immediately preceding fiscal year, as required under Item 1122 of Regulation AB and Rules 15d-18 and 13a-18 of the Exchange Act, which report shall address each of the specified criteria in Exhibit B or such other criteria as mutually agreed upon by the Depositor and the Indenture Trustee, together with such disclosures relating to the Indenture Trustee and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Depositor shall not request information or disclosures pursuant to this Section 10.14 other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act or the rules and regulations of the Commission under the Securities Act or the Exchange Actupdated information.

Regulation AB. The Servicer Servicer[, the Backup Servicer] and the Indenture Trustee shall cooperate in good faith with the Depositor to ensure compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Servicer Servicer[, the Backup Servicer] and the Indenture Trustee acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise. The Servicer [and the Backup Servicer] shall deliver to the Depositor (including any of its assignees or designees) upon request any and all reports, statements, certifications, records or other information necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer Servicer[, the Backup Servicer] and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Indenture Trustee shall deliver to the Depositor (including any of its assignees or designees) (i) any information required under Items 1109(a), 1117 and 1119 of Regulation AB to enable the Depositor to comply with the provisions of Regulation AB, the Securities Act and the Exchange Act and the rules and regulations thereunder and (ii) within 60 days of the end of each fiscal year of the Depositor, a report regarding the Indenture Trustee’s assessment of compliance with Regulation AB, including disclosure of any material instance of non-compliance identified by the Indenture Trustee (provided, that to the extent the Indenture Trustee identifies any material instance of non-compliance, the Indenture Trustee shall disclose (whether in such report or separately) whether such material instance of non-compliance relates to the Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance of non-compliance), during the Depositor’s immediately preceding fiscal year, as required under Item 1122 of Regulation AB and Rules 15d-18 and 13a-18 of the Exchange Act, which report shall address each of the specified criteria in Exhibit B or such other criteria as mutually agreed upon by the Depositor and the Indenture Trustee, together with such disclosures relating to the Indenture Trustee and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Depositor shall not request information or disclosures pursuant to this Section 10.14 other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act or the rules and regulations of the Commission under the Securities Act or the Exchange Act.

Regulation AB. The Servicer and the Indenture Trustee shall cooperate in good faith with the Depositor to ensure compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Servicer and the Indenture Trustee acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise. The Servicer shall deliver to the Depositor (including any of its assignees or designees) upon request any and all reports, statements, certifications, records or other information necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Indenture Trustee shall deliver to the Depositor (including any of its assignees or designees) (i) any information required under Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB to enable the Depositor to comply with the provisions of Regulation AB, the Securities Act and the Exchange Act and the rules and regulations thereunder and (ii) within 60 days of the end of each fiscal year of the Depositor, a report regarding the Indenture Trustee’s assessment of compliance with Regulation AB, including disclosure of any material instance of non-compliance identified by the Indenture Trustee (provided, that to the extent the Indenture Trustee identifies any material instance of non-compliance, the Indenture Trustee shall disclose (whether in such report or separately) whether such material instance of non-compliance relates to the Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance of non-compliance), AB during the Depositor’s immediately preceding fiscal year, as required under Item 1122 of Regulation AB and Rules Rule 15d-18 and Rule 13a-18 of the Exchange Act, which report shall address each of the specified criteria in Exhibit B D or such other criteria as mutually agreed upon by the Depositor and the Indenture Trustee, together with such disclosures relating to the Indenture Trustee and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Depositor shall not request information or disclosures pursuant to this Section 10.14 other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act or the rules and regulations of the Commission under the Securities Act or the Exchange Act.

Regulation AB. The Servicer Servicer[, the Backup Servicer] and the Indenture Trustee shall cooperate in good faith with the Depositor to ensure compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Servicer Servicer[, the Backup Servicer] and the Indenture Trustee acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise. The Servicer [and the Backup Servicer] shall deliver to the Depositor (including any of its assignees or designees) upon request any and all reports, statements, certifications, records or other information necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer Servicer[, the Backup Servicer] and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Indenture Trustee shall deliver to the Depositor (including any of its assignees or designees) (i) any information required under Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB to enable the Depositor to comply with the provisions of Regulation AB, the Securities Act and the Exchange Act and the rules and regulations thereunder and (ii) within 60 days of the end of each fiscal year of the Depositor, a report regarding the Indenture Trustee’s assessment of compliance with Regulation AB, including disclosure of any material instance of non-compliance identified by the Indenture Trustee (provided, that to the extent the Indenture Trustee identifies any material instance of non-compliance, the Indenture Trustee shall disclose (whether in such on its report or separately) whether such material instance of non-compliance relates to the Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance of non-compliance), during the Depositor’s immediately preceding fiscal year, as required under Item 1122 of Regulation AB and Rules 15d-18 and 13a-18 of the Exchange Act, which report shall address each of the specified criteria in Exhibit B or such other criteria as mutually agreed upon by the Depositor and the Indenture Trustee, together with such disclosures relating to the Indenture Trustee and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Depositor shall not request information or disclosures pursuant to this Section 10.14 other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act or the rules and regulations of the Commission under the Securities Act or the Exchange Act.

Regulation AB. The Depositor, the Servicer and the Indenture Owner Trustee shall cooperate in good faith with acknowledge and agree that the Depositor purpose of this Section 11.17 is to ensure facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Servicer and the Indenture Trustee acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise. The Servicer shall deliver to the Depositor (including any of its assignees or designees) upon request any and all reports, statements, certifications, records or other information necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Indenture Trustee shall deliver to the Depositor (including any of its assignees or designees) (i) any information required under Items 1109(a), 1117 and 1119 of Regulation AB to enable the Depositor to comply with the provisions of Regulation AB, the Securities Act and the Exchange Act and the rules and regulations thereunder and (ii) within 60 days of the end of each fiscal year of the Depositor, a report regarding the Indenture Trustee’s assessment of compliance with Regulation AB, including disclosure of any material instance of non-compliance identified by the Indenture Trustee (provided, that to the extent the Indenture Trustee identifies any material instance of non-compliance, the Indenture Trustee shall disclose (whether in such report or separately) whether such material instance of non-compliance relates to the Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance of non-compliance), during the Depositor’s immediately preceding fiscal year, as required under Item 1122 of Regulation AB and Rules 15d-18 and 13a-18 of the Exchange Act, which report shall address each of the specified criteria in Exhibit B or such other criteria as mutually agreed upon by the Depositor and the Indenture Trustee, together with such disclosures relating to the Indenture Trustee and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Depositor shall not exercise its right to request delivery of information or disclosures pursuant to this Section 10.14 other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act or and the rules and regulations of the Commission under the Securities Act or and the Exchange Act. The Owner Trustee acknowledges that interpretations of the Commission or its staff of the requirements of Regulation AB may change over time and, accordingly, agrees to comply with reasonable requests made by the Depositor or the Servicer in good faith for delivery of information under these provisions on the basis of such interpretations of Regulation AB. The Owner Trustee shall cooperate fully with the Depositor and the Servicer to deliver to the Depositor and the Servicer (and any assignees or designees) any and all readily available and deliverable information regarding the Owner Trustee that is reasonably necessary in the good faith determination of the Depositor or the Servicer to permit the Depositor to comply with the provisions of Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB. Without limiting the generality of the foregoing, for so long as the Trust is required to report under the Exchange Act, the Owner Trustee shall (i) on or before the fifth Business Day of each month, provide to the Servicer, in writing, such information regarding the Owner Trustee as is requested by the Servicer for the purpose of compliance with Item 1117 of Regulation AB, (ii) on or before March 15 of each calendar year, beginning March 15, 2007, provide to the Servicer, in writing, such information regarding the Owner Trustee as is requested by the Servicer for the purpose of compliance with Item 1119 of Regulation AB; provided, however, that the Owner Trustee shall not be required to provide information required by the foregoing clause (i) or (ii) in the event that there has been no change to the information previously provided by the Owner Trustee to the Servicer, and (iii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Owner Trustee of any changes to such information, provide to the Servicer, in writing, such updated information.

Regulation AB. The Servicer and the Indenture Trustee shall cooperate in good faith with the Depositor to ensure compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Servicer and the Indenture Trustee acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise. The Servicer shall deliver to the Depositor (including any of its assignees or designees) upon request any and all reports, statements, certifications, records or other information necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Indenture Trustee shall deliver to the Depositor (including any of its assignees or designees) ) (i) any information required under Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB to enable the Depositor to comply with the provisions of Regulation AB, the Securities Act and the Exchange Act and the rules and regulations thereunder and (ii) within 60 days of the end of each fiscal year of the Depositor, a report regarding the Indenture Trustee’s assessment of compliance with Regulation AB, including disclosure of any material instance of non-compliance identified by the Indenture Trustee (provided, that to the extent the Indenture Trustee identifies any material instance of non-compliance, the Indenture Trustee shall disclose (whether in such on its report or separately) whether such material instance of non-compliance relates to the Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance of non-compliance), during the Depositor’s immediately preceding fiscal year, as required under Item 1122 of Regulation AB and Rules 15d-18 and 13a-18 of the Exchange Act, which report shall address each of the specified criteria in Exhibit B or such other criteria as mutually agreed upon by the Depositor and the Indenture Trustee, together with such disclosures relating to the Indenture Trustee and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Depositor shall not request information or disclosures pursuant to this Section 10.14 other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act or the rules and regulations of the Commission under the Securities Act or the Exchange Act.

Regulation AB. The Servicer and the Indenture Trustee shall cooperate in good faith with the Depositor to ensure compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Servicer and the Indenture Trustee acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise. The Servicer shall deliver to the Depositor (including any of its assignees or designees) upon request any and all reports, statements, certifications, records or other information necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Indenture Trustee shall deliver to the Depositor (including any of its assignees or designees)or (i) any information required under Items 1109(a), 1117 and 1119 of Regulation AB to enable the Depositor to comply with the provisions of Regulation AB, the Securities Act and the Exchange Act and the rules and regulations thereunder and (ii) within 60 days of the end of each fiscal year of the Depositor, a report regarding the Indenture Trustee’s assessment of compliance with Regulation AB, including disclosure of any material instance of non-compliance identified by the Indenture Trustee (provided, that to the extent the Indenture Trustee identifies any material instance of non-compliance, the Indenture Trustee shall disclose (whether in such report or separately) whether such material instance of non-compliance relates to the Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance of non-compliance), during the Depositor’s immediately preceding fiscal year, as required under Item 1122 of Regulation AB and Rules 15d-18 and 13a-18 of the Exchange Act, which report shall address each of the specified criteria in Exhibit B or such other criteria as mutually agreed upon by the Depositor and the Indenture Trustee, together with such disclosures relating to the Indenture Trustee and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Depositor shall not request information or disclosures pursuant to this Section 10.14 other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act or the rules and regulations of the Commission under the Securities Act or the Exchange Act.

Regulation AB. The Servicer, the Backup Servicer and the Indenture Trustee shall cooperate in good faith with the Depositor to ensure compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Servicer, the Backup Servicer and the Indenture Trustee acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise. The Servicer and the Backup Servicer shall deliver to the Depositor (including any of its assignees or designees) upon request any and all reports, statements, certifications, records or other information necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Backup Servicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Indenture Trustee shall deliver to the Depositor (including any of its assignees or designees) (i) any information required under Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB to enable the Depositor to comply with the provisions of Regulation AB, the Securities Act and the Exchange Act and the rules and regulations thereunder and (ii) within 60 days of the end of each fiscal year of the Depositor, a report regarding the Indenture Trustee’s assessment of compliance with Regulation AB, including disclosure of any material instance of non-compliance identified by the Indenture Trustee (provided, that to the extent the Indenture Trustee identifies any material instance of non-compliance, the Indenture Trustee shall disclose (whether in such report or separately) whether such material instance of non-compliance relates to the Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance of non-compliance), AB during the Depositor’s immediately preceding fiscal year, as required under Item 1122 of Regulation AB and Rules Rule 15d-18 and Rule 13a-18 of the Exchange Act, which report shall address each of the specified criteria in Exhibit B D or such other criteria as mutually agreed upon by the Depositor and the Indenture Trustee, together with such disclosures relating to the Indenture Trustee and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Depositor shall not request information or disclosures pursuant to this Section 10.14 other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act or the rules and regulations of the Commission under the Securities Act or the Exchange Act.

Regulation AB. The Servicer and the Indenture Trustee shall cooperate in good faith with the Depositor to ensure compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Servicer and the Indenture Trustee acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise. The Servicer shall deliver to the Depositor (including any of its assignees or designees) upon request any and all reports, statements, certifications, records or other information necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Indenture Trustee shall deliver to the Depositor (including any of its assignees or designees)of (i) any information required under Items 1109(a), 1117 and 1119 of Regulation AB to enable the Depositor to comply with the provisions of Regulation AB, the Securities Act and the Exchange Act and the rules and regulations thereunder and (ii) within 60 days of the end of each fiscal year of the Depositor, a report regarding the Indenture Trustee’s assessment of compliance with Regulation AB, including disclosure of any material instance of non-compliance identified by the Indenture Trustee (provided, that to the extent the Indenture Trustee identifies any material instance of non-compliance, the Indenture Trustee shall disclose (whether in such report or separately) whether such material instance of non-compliance relates to the Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance of non-compliance), during the Depositor’s immediately preceding fiscal year, as required under Item 1122 of Regulation AB and Rules 15d-18 and 13a-18 of the Exchange Act, which report shall address each of the specified criteria in Exhibit B or such other criteria as mutually agreed upon by the Depositor and the Indenture Trustee, together with such disclosures relating to the Indenture Trustee and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Depositor shall not request information or disclosures pursuant to this Section 10.14 other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act or the rules and regulations of the Commission under the Securities Act or the Exchange Act.

Regulation AB. The Servicer and the Indenture Trustee shall cooperate in good faith with the Depositor to ensure compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Servicer and the Indenture Trustee acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise. The Servicer shall deliver to the Depositor (including any of its assignees or designees) upon request any and all reports, statements, certifications, records or other information necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Indenture Trustee shall deliver to the Depositor (including any of its assignees or designees)other (i) any information required under Items 1109(a), 1117 and 1119 of Regulation AB to enable the Depositor to comply with the provisions of Regulation AB, the Securities Act and the Exchange Act and the rules and regulations thereunder and (ii) within 60 days of the end of each fiscal year of the Depositor, a report regarding the Indenture Trustee’s assessment of compliance with Regulation AB, including disclosure of any material instance of non-compliance identified by the Indenture Trustee (provided, that to the extent the Indenture Trustee identifies any material instance of non-compliance, the Indenture Trustee shall disclose (whether in such report or separately) whether such material instance of non-compliance relates to the Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance of non-compliance), during the Depositor’s immediately preceding fiscal year, as required under Item 1122 of Regulation AB and Rules 15d-18 and 13a-18 of the Exchange Act, which report shall address each of the specified criteria in Exhibit B or such other criteria as mutually agreed upon by the Depositor and the Indenture Trustee, together with such disclosures relating to the Indenture Trustee and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Depositor shall not request information or disclosures pursuant to this Section 10.14 other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act or the rules and regulations of the Commission under the Securities Act or the Exchange Act.

Regulation AB. The Servicer and the Indenture Trustee shall cooperate in good faith with the Depositor to ensure compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Servicer and the Indenture Trustee acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise. The Servicer shall deliver to the Depositor (including any of its assignees or designees) upon request any and all reports, statements, certifications, records or other information necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Indenture Trustee shall deliver to the Depositor (including any of its assignees or designees)may (i) any information required under Items 1109(a), 1117 and 1119 of Regulation AB to enable the Depositor to comply with the provisions of Regulation AB, the Securities Act and the Exchange Act and the rules and regulations thereunder and (ii) within 60 days of the end of each fiscal year of the Depositor, a report regarding the Indenture Trustee’s assessment of compliance with Regulation AB, including disclosure of any material instance of non-compliance identified by the Indenture Trustee (provided, that to the extent the Indenture Trustee identifies any material instance of non-compliance, the Indenture Trustee shall disclose (whether in such report or separately) whether such material instance of non-compliance relates to the Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance of non-compliance), during the Depositor’s immediately preceding fiscal year, as required under Item 1122 of Regulation AB and Rules 15d-18 and 13a-18 of the Exchange Act, which report shall address each of the specified criteria in Exhibit B or such other criteria as mutually agreed upon by the Depositor and the Indenture Trustee, together with such disclosures relating to the Indenture Trustee and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Depositor shall not request information or disclosures pursuant to this Section 10.14 other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act or the rules and regulations of the Commission under the Securities Act or the Exchange Act.

Regulation AB. The Servicer and Subject to the Indenture Trustee provisions of Section 9.1.4, Borrower shall cooperate with respect to compliance with Regulation AB in good faith with the Depositor manner set forth below: (a) If at the time one or more Disclosure Documents are being prepared for a Securitization and Lender reasonably expects that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Property alone or the Property and Related Properties collectively, will be a Significant Obligor for purposes of Regulation AB, Borrower shall furnish to ensure compliance by the Depositor with the provisions Lender upon request information required under Item 1119 of Regulation AB, if any, and Item 1112(a) of Regulation AB and related rules and regulations (i) the selected financial data or, if applicable, Net Operating Income, required under Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the CommissionLoan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization. The Servicer Such information and financial data or financial statements shall be furnished to Lender within ten (10) Business Days after notice from Lender in connection with the preparation of Disclosure Documents for the Securitization. Following the closing of the Securitization, so long as the issuer in the Securitization is required to file reports on Form 8-K, Form 10-D or Form 10-K pursuant to Section 13(a) and/or Section 15(d) of the Exchange Act (each, an “Exchange Act Filing”), such information and financial data or financial statements shall be furnished to Lender, (A) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (B) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower. To the extent it meets the requirements of Regulation AB, Borrower also authorizes the applicable issuer in the Securitization to incorporate by reference such financial statements and/or financial data from its Exchange Act Filings or the Exchange Act Filings of a parent entity that contains Borrower’s stand-alone financial statements and/or financial data. If required pursuant to Regulation AB, Borrower shall furnish to Lender such information and financial data and/or financial statements for any tenant of any of the Properties if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the mortgage loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor. Notwithstanding anything to the contrary in this Section 9.1.3, in no event will Borrower be required to provide information regarding the identity of the shareholders in RREEF. (b) All financial data and financial statements provided by Borrower pursuant to Section 9.1.3(a) shall be prepared in accordance with GAAP applied on a consistent basis, shall meet the requirements of Regulation AB, and shall present fairly in all material respects the consolidated financial position of the Significant Obligor as of the dates indicated and the Indenture Trustee acknowledge that interpretations consolidated results of operations and cash flows of the Significant Obligor for the dates indicated, or the other information shown therein, as applicable. All financial statements relating to a Fiscal Year shall be audited by the independent accountants in accordance with generally accepted auditing standards, Regulation S-X and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation AB may change over timeand Regulation S-X, whether due and shall be further accompanied by a manually executed written consent of the independent accountants, in form and substance acceptable to interpretive guidance Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such independent accountants and the reference to such independent accountants as “experts” in any Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial data and financial statements shall be certified by the Commission general partner, managing member or its staffauthorized senior officer of Borrower, consensus among participants which certification shall state that such financial data and financial statements meet the requirements set forth in the asset-backed securities markets, advice first sentence of counsel this paragraph. (c) Borrower shall promptly provide any other or otherwise. The Servicer shall deliver to the Depositor (including any of its assignees additional information or designees) upon request any and all reports, financial statements, certificationsincluding without limitation, records financial, statistical or other information necessary in the good faith determination of the Depositor operating information, as shall be required pursuant to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Indenture Trustee shall deliver to the Depositor (including any of its assignees or designees) (i) any information required under Items 1109(a), 1117 and 1119 of Regulation AB to enable the Depositor to comply in connection with the provisions of Regulation AB, the Securities Act and the any Disclosure Document or any Exchange Act and the rules and regulations thereunder and (ii) within 60 days of the end of each fiscal year of the DepositorFiling or as shall otherwise be reasonably requested by Lender to meet disclosure, a report regarding the Indenture Trustee’s assessment of compliance with Regulation AB, including disclosure of any material instance of non-compliance identified by the Indenture Trustee (provided, that to the extent the Indenture Trustee identifies any material instance of non-compliance, the Indenture Trustee shall disclose (whether in such report Rating Agency or separately) whether such material instance of non-compliance relates to the Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance of non-compliance), during the Depositor’s immediately preceding fiscal year, as required under Item 1122 of Regulation AB and Rules 15d-18 and 13a-18 of the Exchange Act, which report shall address each of the specified criteria in Exhibit B or such other criteria as mutually agreed upon by the Depositor and the Indenture Trustee, together with such disclosures relating to the Indenture Trustee and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Depositor shall not request information or disclosures pursuant to this Section 10.14 other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act or the rules and regulations of the Commission under the Securities Act or the Exchange Actmarketing requirements.

Regulation AB. The Servicer and the Indenture Trustee If requested by Lender, Borrower shall cooperate in good faith provide Lender with the Depositor following financial statements: (a) If, at the time one or more Disclosure Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Property alone or the Property and Related Properties collectively, will be a Significant Obligor, Borrower shall furnish to ensure compliance by Lender upon request (i) the Depositor with the provisions selected financial data or, if applicable, Net Operating Income, required under Item 1112(b)(1) of Regulation AB with respect to Borrower, the relevant Affiliates of Borrower and related rules and regulations the Property, if Lender expects that the principal amount of the Commission. The Servicer Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB with respect to Borrower, the relevant Affiliates of Borrower and the Indenture Trustee acknowledge Property, if Lender expects that interpretations the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization. Such financial data or financial statements shall be furnished to Lender (A) within a reasonable period of time after notice from Lender in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than forty-five (45) days after the end of each fiscal quarter of Borrower and (C) not later than one hundred twenty (120) days after the end of each Fiscal Year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) is not required. If requested by Lender, Borrower shall furnish to Lender financial data and/or financial statements for any tenant of the Property if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of Affiliated tenants, a concentration within all of the mortgage loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor. (b) If requested by Lender, Borrower shall provide Lender, promptly upon request, with summaries of the financial statements referred to in Section 9.1.4(a) hereof if, at the time a Disclosure Document is being prepared for a Securitization, it is expected that the principal amount of the Loan and any Affiliated Loans at the time of such Securitization may, or if the principal amount of the Loan and any Affiliated Loans at any time during which the Loan and any Affiliated Loans are included in a Securitization does, equal or exceed ten percent (10%) (but is less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in a Securitization. Such summaries shall meet the requirements for “summarized financial information,” as defined in Section 210.1-02(bb) of Regulation S-X, or such other requirements as may be determined to be necessary or appropriate by Lender. (c) All financial data and financial statements provided by Borrower hereunder pursuant to Section 9.1.4(a) hereof shall be prepared in accordance with GAAP, and shall meet the requirements of Regulation AB and such other applicable legal requirements as Lender may change over time, whether due specify in its request to interpretive guidance Borrower. All financial data and financial statements provided by Borrower under Section 9.1.4(a) shall be accompanied by an Officer’s Certificate, which shall state that such financial statements meet the Commission or its staff, consensus among participants requirements set forth in the asset-backed securities marketsfirst sentence of this Section 9.1.4(c). (d) If requested by Lender, advice Borrower shall provide Lender, promptly upon request, with any other or additional financial statements, or financial, statistical or operating information, in each case relating to Borrower, any Affiliates of counsel Borrower or otherwise. The Servicer the Property, as Lender shall deliver determine to be required pursuant to Regulation AB or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by Lender. (e) Notwithstanding any other provisions of this Section 9.1.4, Borrower’s obligations with respect to the Depositor delivery of information (including any i) with respect to periods predating Borrower’s acquisition of the Property, (ii) relating to tenants of the Property, or (iii) otherwise relating to Persons or property not owned by Borrower or within its reasonable control (or in the control of one or more of its assignees Affiliates) shall be limited to using commercially reasonable efforts to (A) enforce Borrower’s contractual rights, if any, to the delivery of such information (e.g. by its seller, pursuant to the applicable purchase and sale agreement, or designeesby a tenant pursuant to its Lease) upon request any and all reports, statements, certifications, records or other information necessary (B) otherwise obtain such information. Lender shall notify Borrower in the good faith determination event the Loan is intended to be included in a Securitization in which Borrower alone or Borrower and one or more Affiliates of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and the ReceivablesBorrower collectively, or the servicing of Property alone or the ReceivablesProperty and Related Properties collectively, reasonably believed will be a Significant Obligor and, in such event, Lender shall credit Borrower $20,000.00 for expenses incurred by the Depositor to be necessary Borrower in order to effect such compliance. The Indenture Trustee shall deliver to the Depositor (including any of connection with its assignees or designees) (i) any information required under Items 1109(a), 1117 and 1119 of Regulation AB to enable the Depositor to comply with the provisions of Regulation AB, the Securities Act and the Exchange Act and the rules and regulations thereunder and (ii) within 60 days of the end of each fiscal year of the Depositor, a report regarding the Indenture Trustee’s assessment of compliance with Regulation AB, including disclosure of any material instance of non-compliance identified by the Indenture Trustee (provided, that AB prior to the extent the Indenture Trustee identifies any material instance of noncut-compliance, the Indenture Trustee shall disclose (whether in off date for such report or separately) whether such material instance of non-compliance relates to the Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance of non-compliance), during the Depositor’s immediately preceding fiscal year, as required under Item 1122 of Regulation AB and Rules 15d-18 and 13a-18 of the Exchange Act, which report shall address each of the specified criteria in Exhibit B or such other criteria as mutually agreed upon by the Depositor and the Indenture Trustee, together with such disclosures relating to the Indenture Trustee and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Depositor shall not request information or disclosures pursuant to this Section 10.14 other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act or the rules and regulations of the Commission under the Securities Act or the Exchange ActSecuritization.