Common use of Repurchase Demand Activity Reporting Clause in Contracts

Repurchase Demand Activity Reporting. (a) To assist in the Seller’s compliance with the provisions of Rule 15Ga-1 under the Exchange Act (“Rule 15Ga-1”), subject to paragraph (b) below, the Trustee shall provide the following information (the “Rule 15Ga-1 Information”) to the Seller in the manner, timing and format specified below: (i) No later than the fifteenth (15th) day following the end of each calendar quarter in which any Series is outstanding, the Trustee shall provide information regarding repurchase demand activity during the preceding calendar quarter related to the underlying assets for each such Series in substantially the form of Exhibit H hereto. (ii) If (x) the Trustee has previously delivered a report described in clause (i) above indicating that, based on a review of the records of the Trustee, there was no asset repurchase demand activity during the applicable period, and (y) based on a review of the records of the Trustee, no asset repurchase demand activity has occurred since the delivery of such report, the Trustee may, in lieu of delivering the information as is requested pursuant to clause (i) above substantially in the form of Exhibit H hereto, and no later than the date specified in clause (i) above, notify the Seller that there has been no change in asset repurchase demand activity since the date of the last report delivered. (iii) The Trustee shall provide notification, as soon as practicable and in any event within five (5) Business Days of receipt, of all demands communicated to the Trustee for the repurchase or replacement of the underlying assets for any Series. (b) The Trustee shall provide Rule 15Ga-1 Information subject to the following understandings and conditions: (i) The Trustee shall provide Rule 15Ga-1 Information only to the extent that the Trustee has Rule 15Ga-1 Information or can obtain Rule 15Ga-1 Information without unreasonable effort or expense; provided that the Trustee’s efforts to obtain Rule 15Ga-1 Information shall be limited to a review of its internal written records of repurchase demand activity for the applicable Series and that the Trustee is not required to request information from any other parties. (ii) The reporting of repurchase demand activity pursuant to this Section 11.23 is subject in all cases to the best knowledge of the Trust Officer responsible for the applicable Series. (iii) The reporting of repurchase demand activity pursuant to this Section 11.23 is required only to the extent such repurchase demand activity was not addressed to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, the Issuer or the initial Servicer or previously reported to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, Issuer or initial Servicer by the Trustee. For purposes hereof, the term “demand” shall not include (x) repurchases or replacements made pursuant to instruction, direction or request from the Seller or its affiliates or (y) general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties. (iv) The Trustee’s reporting pursuant to this Section 11.23 is limited to information that the Trustee has received or acquired solely in its capacity as Trustee for the applicable Series and not in any other capacity. In no event shall Wilmington Trust, National Association (individually or as Trustee) have any responsibility or liability in connection with (i) the compliance by any Person which is a securitizer (as defined in Rule 15Ga-1) of the Series, or any other Person, with Rule 15Ga-1 or any related rules or regulations or (ii) any filing required to be made by a securitizer (as defined in Rule 15Ga-1) under Rule 15Ga-1 in connection with the Rule 15Ga-1 Information provided pursuant to this Section 11.23. Other than any express duties or responsibilities as Trustee under the Transaction Documents, the Trustee has no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity or otherwise to assume any additional duties or responsibilities in respect of any Series, and no such additional obligations or duties are implied. The Trustee is entitled to the full benefit of any and all protections, limitations on duties or liability and rights of indemnity provided by the terms of the Transaction Documents in connection with any actions pursuant to this Section 11.23. (v) Unless and until the Trustee is otherwise notified in writing, any Rule 15Ga-1 Information provided pursuant to this Section 11.23 shall be provided in electronic format via e-mail and directed as follows: xxxx.xxxxxxxxx@xxxxxxxxxxx.xxx. (vi) The Trustee’s obligation pursuant to this Section 11.23 continue until the earlier of (x) the date on which such Series is no longer outstanding and (y) the date the Seller notifies the Trustee that such reporting no longer is required.

Appears in 8 contracts

Samples: Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp)

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Repurchase Demand Activity Reporting. (a) To assist in the Seller’s Transferors’ compliance with the provisions of Items 1104(e) and 1121(c) of Regulation AB and Rule 15Ga-1 under the Securities Exchange Act (the Rule 15Ga-1Repurchase Rules and Regulations”), subject the Trustee shall cooperate in good faith with any reasonable request by the Transferors for information which the Transferors determine is required in order to enable the Transferors to comply with the Repurchase Rules and Regulations as it relates to the Trustee or to the Trustee’s obligations under the related operative documents for any Repurchase Reporting Series. Subject to paragraph (b) below, upon request, the Trustee shall provide the following information (the “Rule 15Ga-1 Information”) to the Seller Transferors in the manner, timing and format specified below: (i) No later than the fifteenth (15th) day second Business Day following the end of each calendar quarter in which any Repurchase Reporting Series is outstanding, the Trustee shall provide such information as is requested for the purpose of complying with the Repurchase Rules and Regulations regarding repurchase demand activity during the preceding calendar quarter related to the underlying assets for each such Repurchase Reporting Series in substantially the form of Exhibit H L hereto. (ii) No later than the second Business Day of each month in which any Repurchase Reporting Series subject to continuing obligations for filing of reports on Form 10-D under the Securities Exchange Act is outstanding, the Trustee shall provide such information as is requested for the purpose of complying with the Repurchase Rules and Regulations regarding repurchase demand activity during the preceding month related to the underlying assets for each such Repurchase Reporting Series in substantially the form of Exhibit E hereto. (iii) If (xi) the Trustee has previously delivered a report described in clause (i) or (ii) above indicating that, based on a review of the records of the Trustee, there was no asset repurchase demand activity during the applicable period, and (yii) based on a review of the records of the Trustee, no asset repurchase demand activity has occurred since the delivery of such report, the Trustee may, in lieu of delivering the information as is requested pursuant to clause (i) or (ii) above substantially in the form of Exhibit H L hereto, and no later than the date specified in clause (i) or (ii) above, as applicable, notify the Seller Transferors that there has been no change in asset repurchase demand activity since the date of the last report delivered. (iiiiv) The Trustee shall provide notification, as soon as practicable and in any event within five (5) Business Days of receipt, of all demands communicated to the Trustee for the repurchase or replacement of the underlying assets for any Repurchase Reporting Series. (b) The Trustee shall provide Rule 15Ga-1 Information the information described in paragraph (a) above subject to the following understandings and conditions: (i) The Trustee shall provide Rule 15Ga-1 Information the information described in paragraph (a) above only to the extent that the Trustee has Rule 15Ga-1 Information such information or can obtain Rule 15Ga-1 Information such information without unreasonable effort or expense; provided that the Trustee’s efforts to obtain Rule 15Ga-1 Information such information shall be limited to a review of its internal written records of repurchase demand activity for the applicable Repurchase Reporting Series and that the Trustee is not required to request information from any other unaffiliated parties. (ii) The reporting of repurchase demand activity pursuant to this Section 11.23 14.09 is subject in all cases to the best knowledge of the Trust Officer trust officer responsible for the applicable Repurchase Reporting Series. (iii) The reporting of repurchase demand activity pursuant to this Section 11.23 14.09 is required only (i) to the extent requested pursuant to this Section 14.09, (ii) in respect of Repurchase Reporting Series that include a covenant to repurchase or replace underlying assets upon breach of a representation or warranty and (iii) to the extent such repurchase demand activity was not addressed to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, the Issuer or the initial Servicer Transferors or previously reported to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, Issuer or initial Servicer Transferors by the Trustee. For purposes hereof, the term “demand” shall not include (x) repurchases or replacements made pursuant to instruction, direction or request from the Seller securitizers or its their affiliates or (y) general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties. (iv) The Trustee’s reporting pursuant to this Section 11.23 14.09 is limited to information that the Trustee has received or acquired solely in its capacity as Trustee for the applicable Repurchase Reporting Series and not in any other capacity. In no event shall Wilmington Trust, National Association The Bank of New York Mellon (individually or as Trustee) have any responsibility or liability in connection with (i) the compliance by any Person person which is a securitizer (as defined in Rule 15Ga-1) of the Repurchase Reporting Series, or any other Personperson, with Rule 15Ga-1 or any related rules or regulations the Repurchase Rules and Regulations or (ii) any filing required to be made by a securitizer (as defined in Rule 15Ga-1) under Rule 15Ga-1 the Repurchase Rules and Regulations in connection with the Rule 15Ga-1 Information information provided pursuant to this Section 11.2314.09. Other than any express duties or responsibilities as Trustee under the Transaction Documents, the Trustee has no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity or otherwise to assume any additional duties or responsibilities in respect of any Repurchase Reporting Series, and no such additional obligations or duties are implied. The Trustee is entitled to the full benefit of any and all protections, limitations on duties or liability and rights of indemnity provided by the terms of the Transaction Documents in connection with any actions pursuant to this Section 11.2314.09. (v) Unless and until the Trustee is otherwise notified in writing, any Rule 15Ga-1 Information provided pursuant to this Section 11.23 shall be provided in electronic format via e-mail and directed as follows: xxxx.xxxxxxxxx@xxxxxxxxxxx.xxx. (vi) The Trustee’s obligation pursuant to this Section 11.23 provide reporting with regard to each Repurchase Reporting Series will continue until the earlier of (x) the date on which such Repurchase Reporting Series is no longer outstanding and or (y) the date as of which the Seller notifies Transferors notify the Trustee that such reporting no longer is required.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Credit Account Master Trust), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)

Repurchase Demand Activity Reporting. (a) To assist in the SellerTransferor’s compliance with the provisions of Items 1104(e) and 1121(c) of Regulation AB and Rule 15Ga-1 under the Securities Exchange Act (the Rule 15Ga-1Repurchase Rules and Regulations”), subject to paragraph (b) below, the Trustee Bank shall provide the following certain information (the “Rule 15Ga-1 Information”) regarding certain asset repurchase demand activities related to the Seller in the manner, timing and format specified belowRepurchase Reporting Series: (i) No later than the fifteenth (15th) day second Business Day following the end of each calendar quarter in which any Repurchase Reporting Series is outstandingOutstanding, the Trustee Bank shall provide information regarding repurchase demand activity demands during the preceding calendar quarter related to the underlying assets for each such Repurchase Reporting Series in substantially the form of Exhibit H C hereto. (ii) If (x) No later than the Trustee has previously delivered a report described second Business Day of each month in clause (i) above indicating that, based which any Repurchase Reporting Series subject to continuing obligations for filing of reports on a review of Form 10-D under the records of the Trustee, there was no asset repurchase demand activity during the applicable period, and (y) based on a review of the records of the Trustee, no asset repurchase demand activity has occurred since the delivery of such reportSecurities Exchange Act is outstanding, the Trustee may, Bank shall provide information regarding repurchase demands during the preceding month related to the underlying assets for each such Repurchase Reporting Series in lieu of delivering the information as is requested pursuant to clause (i) above substantially in the form of Exhibit H C hereto, and no later than the date specified in clause (i) above, notify the Seller that there has been no change in asset repurchase demand activity since the date of the last report delivered. (iii) The Trustee shall provide notification, as soon as practicable and in any event within five (5) Business Days of receipt, of all demands communicated to the Trustee for the repurchase or replacement of the underlying assets for any Series. (b) The Trustee Bank shall provide Rule 15Ga-1 Information the information described in paragraph (a) above subject to the following understandings and conditions: (i) The Trustee Bank shall provide Rule 15Ga-1 Information the information described in paragraph (a) above only to the extent that the Trustee Bank has Rule 15Ga-1 Information such information or can obtain Rule 15Ga-1 Information such information without unreasonable effort or expense; provided that the TrusteeTrustee Bank’s efforts to obtain Rule 15Ga-1 Information such information shall be limited to a review of its internal written records of repurchase demand activity for the applicable Repurchase Reporting Series and that the Trustee Bank is not required to request information from any other unaffiliated parties. (ii) The reporting of repurchase demand activity pursuant to this Section 11.23 12.03 is subject in all cases to the best knowledge of the Trust Officer trust officer responsible for the applicable Repurchase Reporting Series. (iii) The reporting of repurchase demand activity pursuant to this Section 11.23 12.03 is required only in respect of Repurchase Reporting Series that include a covenant to the extent such repurchase demand activity was not addressed to the Seller, the Issuer, the initial Servicer or any Affiliate replace underlying assets upon breach of the Seller, the Issuer a representation or the initial Servicer or previously reported to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, Issuer or initial Servicer by the Trusteewarranty. For purposes hereof, the term “demand” shall not include (x) repurchases or replacements made pursuant to instruction, direction or request from the Seller securitizer (as defined in Rule 15Ga-1) or its affiliates or (y) general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warrantiesaffiliates. (iv) The TrusteeTrustee Bank’s reporting pursuant to this Section 11.23 12.03 is limited to information that the Trustee Bank has received or acquired solely in its capacity as Owner Trustee for the applicable Series and not in any other capacity. In no event shall Wilmington Trust, National Association (individually or as Trustee) have any responsibility or liability in connection with (i) the compliance by any Person which is a securitizer (as defined in Rule 15Ga-1) of the Series, or any other Person, with Rule 15Ga-1 or any related rules or regulations or (ii) any filing required to be made by a securitizer (as defined in Rule 15Ga-1) under Rule 15Ga-1 in connection with the Rule 15Ga-1 Information provided pursuant to this Section 11.23. Other than any express duties or responsibilities as Owner Trustee under the Transaction Documents, the Trustee Bank has no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity or otherwise to assume any additional duties or responsibilities in respect of any Repurchase Reporting Series, and no such additional obligations or duties are implied. The Trustee Bank is entitled to the full benefit of any and all protections, limitations on duties or liability and rights of indemnity provided by the terms of the Transaction Documents in connection with any actions pursuant to this Section 11.2312.03. (v) Unless and The Trustee Bank’s obligation to provide reporting with regard to each Repurchase Reporting Series will continue so long as any Repurchase Reporting Series is Outstanding or until the Trustee is otherwise notified in writing, any Rule 15Ga-1 Information provided pursuant to this Section 11.23 shall be provided in electronic format via e-mail and directed as follows: xxxx.xxxxxxxxx@xxxxxxxxxxx.xxx. (vi) The Trustee’s obligation pursuant to this Section 11.23 continue until the earlier of (x) the date on which such Series is no longer outstanding and (y) the date the Seller Transferor notifies the Trustee Bank that such reporting no longer is required.

Appears in 4 contracts

Samples: Trust Agreement, Trust Agreement (American Express Receivables Financing Corp VIII LLC), Trust Agreement (American Express Receivables Financing Corp VIII LLC)

Repurchase Demand Activity Reporting. (a) To assist in the SellerTransferor’s compliance with the provisions of Items 1104(e) and 1121(c) of Regulation AB and Rule 15Ga-1 under the Securities Exchange Act (the Rule 15Ga-1Repurchase Rules and Regulations”), subject the Indenture Trustee shall cooperate in good faith with any reasonable request by the Transferor for information which the Transferor determines is required in order to enable the Transferor to comply with the Repurchase Rules and Regulations as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under the related operative documents for any Repurchase Reporting Series. Subject to paragraph (b) below, upon request, the Indenture Trustee shall provide the following information (the “Rule 15Ga-1 Information”) to the Seller Transferor in the manner, timing and format specified below: (i) No later than the fifteenth (15th) day second Business Day following the end of each calendar quarter in which any Repurchase Reporting Series is outstandingOutstanding, the Indenture Trustee shall provide such information as is requested for the purpose of complying with the Repurchase Rules and Regulations regarding repurchase demand activity during the preceding calendar quarter related to the underlying assets for each such Repurchase Reporting Series in substantially the form of Exhibit H E hereto. (ii) No later than the second Business Day of each month in which any Repurchase Reporting Series subject to continuing obligations for filing of reports on Form 10-D under the Securities Exchange Act is outstanding, the Indenture Trustee shall provide such information as is requested for the purpose of complying with the Repurchase Rules and Regulations regarding repurchase demand activity during the preceding month related to the underlying assets for each such Repurchase Reporting Series in substantially the form of Exhibit E hereto. (iii) If (xi) the Indenture Trustee has previously delivered a report described in clause (i) or (ii) above indicating that, based on a review of the records of the Indenture Trustee, there was no asset repurchase demand activity during the applicable period, and (yii) based on a review of the records of the Indenture Trustee, no asset repurchase demand activity has occurred since the delivery of such report, the Indenture Trustee may, in lieu of delivering the information as is requested pursuant to clause (i) or (ii) above substantially in the form of Exhibit H E hereto, and no later than the date specified in clause (i) or (ii) above, as applicable, notify the Seller Transferor that there has been no change in asset repurchase demand activity since the date of the last report delivered. (iiiiv) The Indenture Trustee shall provide notification, as soon as practicable and in any event within five (5) Business Days of receipt, of all demands communicated to the Indenture Trustee for the repurchase or replacement of the underlying assets for any Repurchase Reporting Series. (b) The Indenture Trustee shall provide Rule 15Ga-1 Information the information described in paragraph (a) above subject to the following understandings and conditions: (i) The Indenture Trustee shall provide Rule 15Ga-1 Information the information described in paragraph (a) above only to the extent that the Indenture Trustee has Rule 15Ga-1 Information such information or can obtain Rule 15Ga-1 Information such information without unreasonable effort or expense; provided that the Indenture Trustee’s efforts to obtain Rule 15Ga-1 Information such information shall be limited to a review of its internal written records of repurchase demand activity for the applicable Repurchase Reporting Series and that the Indenture Trustee is not required to request information from any other unaffiliated parties. (ii) The reporting of repurchase demand activity pursuant to this Section 11.23 14.05 is subject in all cases to the best knowledge of the Trust Officer trust officer responsible for the applicable Repurchase Reporting Series. (iii) The reporting of repurchase demand activity pursuant to this Section 11.23 14.05 is required only (i) to the extent requested pursuant to this Section 14.05, (ii) in respect of Repurchase Reporting Series that include a covenant to repurchase or replace underlying assets upon breach of a representation or warranty and (iii) to the extent such repurchase demand activity was not addressed to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, the Issuer or the initial Servicer Transferor or previously reported to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, Issuer or initial Servicer Transferor by the Indenture Trustee. For purposes hereof, the term “demand” shall not include (x) repurchases or replacements made pursuant to instruction, direction or request from the Seller securitizers or its their affiliates or (y) general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties. (iv) The Indenture Trustee’s reporting pursuant to this Section 11.23 14.05 is limited to information that the Indenture Trustee has received or acquired solely in its capacity as Indenture Trustee for the applicable Repurchase Reporting Series and not in any other capacity. In no event shall Wilmington Trust, National Association The Bank of New York Mellon (individually or as Indenture Trustee) have any responsibility or liability in connection with (i) the compliance by any Person person which is a securitizer (as defined in Rule 15Ga-1) of the Repurchase Reporting Series, or any other Personperson, with Rule 15Ga-1 or any related rules or regulations the Repurchase Rules and Regulations or (ii) any filing required to be made by a securitizer (as defined in Rule 15Ga-1) under Rule 15Ga-1 the Repurchase Rules and Regulations in connection with the Rule 15Ga-1 Information information provided pursuant to this Section 11.2314.05. Other than any express duties or responsibilities as Indenture Trustee under the Transaction Documents, the Indenture Trustee has no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity or otherwise to assume any additional duties or responsibilities in respect of any Repurchase Reporting Series, and no such additional obligations or duties are implied. The Indenture Trustee is entitled to the full benefit of any and all protections, limitations on duties or liability and rights of indemnity provided by the terms of the Transaction Documents in connection with any actions pursuant to this Section 11.2314.05. (v) Unless and until the Trustee is otherwise notified in writing, any Rule 15Ga-1 Information provided pursuant to this Section 11.23 shall be provided in electronic format via e-mail and directed as follows: xxxx.xxxxxxxxx@xxxxxxxxxxx.xxx. (vi) The Indenture Trustee’s obligation pursuant to this Section 11.23 provide reporting with regard to each Repurchase Reporting Series will continue until the earlier of (x) the date on which such Repurchase Reporting Series is no longer outstanding and Outstanding or (yii) the date the Seller Transferor notifies the Indenture Trustee that such reporting no longer is required.

Appears in 3 contracts

Samples: Indenture (American Express Receivables Financing Corp VIII LLC), Indenture (American Express Receivables Financing Corp VIII LLC), Indenture (American Express Receivables Financing Corp VIII LLC)

Repurchase Demand Activity Reporting. (a) To assist in the SellerTransferor’s compliance with the provisions of Items 1104(e) and 1121(c) of Regulation AB and Rule 15Ga-1 under the Securities Exchange Act (the Rule 15Ga-1Repurchase Rules and Regulations”), subject the Indenture Trustee shall cooperate in good faith with any reasonable request by the Transferor for information which the Transferor determines is required in order to enable the Transferor to comply with the Repurchase Rules and Regulations as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under the related operative documents for any Repurchase Reporting Series. Subject to paragraph (b) below, upon request, the Indenture Trustee shall provide the following information (the “Rule 15Ga-1 Information”) to the Seller Transferor in the manner, timing and format specified below: (i) No later than the fifteenth (15th) day second Business Day following the end of each calendar quarter in which any Repurchase Reporting Series is outstandingOutstanding, the Indenture Trustee shall provide such information as is requested for the purpose of complying with the Repurchase Rules and Regulations regarding repurchase demand activity during the preceding calendar quarter related to the underlying assets for each such Repurchase Reporting Series in substantially the form of Exhibit H E hereto. (ii) No later than the second Business Day of each month in which any Repurchase Reporting Series subject to continuing obligations for filing of reports on Form 10-D under the Securities Exchange Act is outstanding, the Indenture Trustee shall provide such information as is requested for the purpose of complying with the Repurchase Rules and Regulations regarding repurchase demand activity during the preceding month related to the underlying assets for each such Repurchase Reporting Series in substantially the form of Exhibit E hereto. (iii) If (xi) the Indenture Trustee has previously delivered a report described in clause (i) or (ii) above indicating that, based on a review of the records of the Indenture Trustee, there was no asset repurchase demand activity during the applicable period, and (yii) based on a review of the records of the Indenture Trustee, no asset repurchase demand activity has occurred since the delivery of such report, the Indenture Trustee may, in lieu of delivering the information as is requested pursuant to clause (i) or (ii) above substantially in the form of Exhibit H E hereto, and no later than the date specified in clause (i) or (ii) above, as applicable, notify the Seller Transferor that there has been no change in asset repurchase demand activity since the date of the last report delivered. (iiiiv) The Indenture Trustee shall provide notification, as soon as practicable and in any event within five (5) Business Days of receipt, of all demands communicated to the Indenture Trustee for the repurchase or replacement of the underlying assets for any Repurchase Reporting Series. (b) The Indenture Trustee shall provide Rule 15Ga-1 Information the information described in paragraph (a) above subject to the following understandings and conditions: (i) The Indenture Trustee shall provide Rule 15Ga-1 Information the information described in paragraph (a) above only to the extent that the Indenture Trustee has Rule 15Ga-1 Information such information or can obtain Rule 15Ga-1 Information such information without unreasonable effort or expense; provided that the Indenture Trustee’s efforts to obtain Rule 15Ga-1 Information such information shall be limited to a review of its internal written records of repurchase demand activity for the applicable Repurchase Reporting Series and that the Indenture Trustee is not required to request information from any other unaffiliated parties. (ii) The reporting of repurchase demand activity pursuant to this Section 11.23 14.05 is subject in all cases to the best knowledge of the Trust Officer trust officer responsible for the applicable Repurchase Reporting Series. (iii) The reporting of repurchase demand activity pursuant to this Section 11.23 14.05 is required only (i) to the extent requested pursuant to this Section 14.05, (ii) in respect of Repurchase Reporting Series that include a covenant to repurchase or replace underlying assets upon breach of a representation or warranty and (iii) to the extent such repurchase demand activity was not addressed to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, the Issuer or the initial Servicer Transferor or previously reported to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, Issuer or initial Servicer Transferor by the Indenture Trustee. For purposes hereof, the term “demand” shall not include (x) repurchases or replacements made pursuant to instruction, direction or request from the Seller securitizers or its their affiliates or (y) general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties. (iv) The Indenture Trustee’s reporting pursuant to this Section 11.23 14.05 is limited to information that the Indenture Trustee has received or acquired solely in its capacity as Indenture Trustee for the applicable Repurchase Reporting Series and not in any other capacity. In no event shall Wilmington Trust, National Association The Bank of New York Mellon (individually or as Indenture Trustee) have any responsibility or liability in connection with (i) the compliance by any Person person which is a securitizer (as defined in Rule 15Ga-1) of the Repurchase Reporting Series, or any other Personperson, with Rule 15Ga-1 or any related rules or regulations the Repurchase Rules and Regulations or (ii) any filing required to be made by a securitizer (as defined in Rule 15Ga-1) under Rule 15Ga-1 the Repurchase Rules and Regulations in connection with the Rule 15Ga-1 Information information provided pursuant to this Section 11.2314.05. Other than any express duties or responsibilities as Indenture Trustee under the Transaction Documents, the Indenture Trustee has no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity or otherwise to assume any additional duties or responsibilities in respect of any Repurchase Reporting Series, and no such additional obligations or duties are implied. The Indenture Trustee is entitled to the full benefit of any and all protections, limitations on duties or liability and rights of indemnity provided by the terms of the Transaction Documents in connection with any actions pursuant to this Section 11.2314.05. (v) Unless and until the Trustee is otherwise notified in writing, any Rule 15Ga-1 Information provided pursuant to this Section 11.23 shall be provided in electronic format via e-mail and directed as follows: xxxx.xxxxxxxxx@xxxxxxxxxxx.xxx. (vi) The Indenture Trustee’s obligation pursuant to this Section 11.23 provide reporting with regard to each Repurchase Reporting Series will continue until the earlier of (x) the date on which such Repurchase Reporting Series is no longer outstanding and Outstanding or (yii) the date the Seller Transferor notifies the Indenture Trustee that such reporting no longer is required.

Appears in 2 contracts

Samples: Indenture (American Express Receivables Financing Corp VIII LLC), Second Amended and Restated Indenture (American Express Receivables Financing Corp VIII LLC)

Repurchase Demand Activity Reporting. (a) To assist in the Seller’s compliance with the provisions of Rule 15Ga-1 under the Exchange Act (“Rule 15Ga-1”), subject to paragraph (b) below, the Trustee shall provide the following information (the “Rule 15Ga-1 Information”) to the Seller in the manner, timing and format specified below: (i) No later than the fifteenth (15th) day following the end of each calendar quarter in which any Series is outstanding, the Trustee shall provide information regarding repurchase demand activity during the preceding calendar quarter related to the underlying assets for each such Series in substantially the form of Exhibit H E hereto. (ii) If (x) the Trustee has previously delivered a report described in clause (i) above indicating that, based on a review of the records of the Trustee, there was no asset repurchase demand activity during the applicable period, and (y) based on a review of the records of the Trustee, no asset repurchase demand activity has occurred since the delivery of such report, the Trustee may, in lieu of delivering the information as is requested pursuant to clause (i) above substantially in the form of Exhibit H E hereto, and no later than the date specified in clause (i) above, notify the Seller that there has been no change in asset repurchase demand activity since the date of the last report delivered. (iii) The Trustee shall provide notification, as soon as practicable and in any event within five (5) Business Days of receipt, of all demands communicated to the Trustee for the repurchase or replacement of the underlying assets for any Series. (b) The Trustee shall provide Rule 15Ga-1 Information subject to the following understandings and conditions: (i) The Trustee shall provide Rule 15Ga-1 Information only to the extent that the Trustee has Rule 15Ga-1 Information or can obtain Rule 15Ga-1 Information without unreasonable effort or expense; provided that the Trustee’s efforts to obtain Rule 15Ga-1 Information shall be limited to a review of its internal written records of repurchase demand activity for the applicable Series and that the Trustee is not required to request information from any other parties. (ii) The reporting of repurchase demand activity pursuant to this Section 11.23 is subject in all cases to the best knowledge of the Trust Officer responsible for the applicable Series. (iii) The reporting of repurchase demand activity pursuant to this Section 11.23 is required only to the extent such repurchase demand activity was not addressed to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, the Issuer or the initial Servicer or previously reported to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, Issuer or initial Servicer by the Trustee. For purposes hereof, the term “demand” shall not include (x) repurchases or replacements made pursuant to instruction, direction or request from the Seller or its affiliates or (y) general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties. (iv) The Trustee’s reporting pursuant to this Section 11.23 is limited to information that the Trustee has received or acquired solely in its capacity as Trustee for the applicable Series and not in any other capacity. In no event shall Wilmington Trust, National Association Deutsche Bank Trust Company Americas (individually or as Trustee) have any responsibility or liability in connection with (i) the compliance by any Person which is a securitizer (as defined in Rule 15Ga-1) of the Series, or any other Person, with Rule 15Ga-1 or any related rules or regulations or (ii) any filing required to be made by a securitizer (as defined in Rule 15Ga-1) under Rule 15Ga-1 in connection with the Rule 15Ga-1 Information provided pursuant to this Section 11.23. Other than any express duties or responsibilities as Trustee under the Transaction Documents, the Trustee has no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity or otherwise to assume any additional duties or responsibilities in respect of any Series, and no such additional obligations or duties are implied. The Trustee is entitled to the full benefit of any and all protections, limitations on duties or liability and rights of indemnity provided by the terms of the Transaction Documents in connection with any actions pursuant to this Section 11.23. (v) Unless and until the Trustee is otherwise notified in writing, any Rule 15Ga-1 Information provided pursuant to this Section 11.23 shall be provided in electronic format via e-mail and directed as follows: xxxx.xxxxxxxxx@xxxxxxxxxxx.xxx. (vi) The Trustee’s obligation pursuant to this Section 11.23 continue until the earlier of (x) the date on which such Series is no longer outstanding and (y) the date the Seller notifies the Trustee that such reporting no longer is required.

Appears in 1 contract

Samples: Base Indenture (Oportun Financial Corp)

Repurchase Demand Activity Reporting. (a) To assist in the Seller’s compliance with the provisions of Rule 15Ga-1 15Ga-l under the Exchange Act (“Rule 15Ga-115Ga-l”), subject to paragraph (b) below, the Trustee shall provide the following information (the “Rule 15Ga-1 15Ga-l Information”) to the Seller in the manner, timing and format specified below: (i) No later than the fifteenth (15th) day following the end of each calendar quarter in which any Series is outstanding, the Trustee shall provide information regarding repurchase demand activity during the preceding calendar quarter related to the underlying assets for each such Series in substantially the form of Exhibit H hereto. (ii) If (x) the Trustee has previously delivered a report described in clause (i) above indicating that, based on a review of the records of the Trustee, there was no asset repurchase demand activity during the applicable period, and (y) based on a review of the records of the Trustee, no asset repurchase demand activity has occurred since the delivery of such report, the Trustee may, in lieu of delivering the information as is requested pursuant to clause (i) above substantially in the form of Exhibit H hereto, and no later than the date specified in clause (i) above, notify the Seller that there has been no change in asset repurchase demand activity since the date of the last report delivered. (iii) The Trustee shall provide notification, as soon as practicable and in any event within five (5) Business Days of receipt, of all demands communicated to the Trustee for the repurchase or replacement of the underlying assets for any Series. (b) The Trustee shall provide Rule 15Ga-1 Information subject to the following understandings and conditions: (i) The Trustee shall provide Rule 15Ga-1 Information only to the extent that the Trustee has Rule 15Ga-1 15Ga-l Information or can obtain Rule 15Ga-1 15Ga-l Information without unreasonable effort or expense; provided that the Trustee’s efforts to obtain Rule 15Ga-1 15Ga-l Information shall be limited to a review of its internal written records of repurchase demand activity for the applicable Series and that the Trustee is not required to request information from any other parties. (ii) The reporting of repurchase demand activity pursuant to this Section 11.23 is subject in all cases to the best knowledge of the Trust Officer responsible for the applicable Series. (iii) The reporting of repurchase demand activity pursuant to this Section 11.23 is required only to the extent such repurchase demand activity was not addressed to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, the Issuer or the initial Servicer or previously reported to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, Issuer or initial Servicer by the Trustee. For purposes hereof, the term “demand” shall not include (x) repurchases or replacements made pursuant to instruction, direction or request from the Seller or its affiliates or (y) general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties. (iv) The Trustee’s reporting pursuant to this Section 11.23 is limited to information that the Trustee has received or acquired solely in its capacity as Trustee for the applicable Series and not in any other capacity. In no event shall Wilmington Trust, National Association Deutsche Bank Trust Company Americas (individually or as Trustee) have any responsibility or liability in connection with (i) the compliance by any Person which is a securitizer (as defined in Rule 15Ga-115Ga-l) of the Series, or any other Person, with Rule 15Ga-1 15Ga-l or any related rules or regulations or (ii) any filing required to be made by a securitizer (as defined in Rule 15Ga-115Ga-l) under Rule 15Ga-1 15Ga-l in connection with the Rule 15Ga-1 15Ga-l Information provided pursuant to this Section 11.23. Other than any express duties or responsibilities as Trustee under the Transaction Documents, the Trustee has no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity or otherwise to assume any additional duties or responsibilities in respect of any Series, and no such additional obligations or duties are implied. The Trustee is entitled to the full benefit of any and all protections, limitations on duties or liability and rights of indemnity provided by the terms of the Transaction Documents in connection with any actions pursuant to this Section 11.23. (v) Unless and until the Trustee is otherwise notified in writing, any Rule 15Ga-1 Information provided pursuant to this Section 11.23 shall be provided in electronic format via e-mail and directed as follows: xxxx.xxxxxxxxx@xxxxxxxxxxx.xxx. (vi) The Trustee’s obligation pursuant to this Section 11.23 continue until the earlier of (x) the date on which such Series is no longer outstanding and (y) the date the Seller notifies the Trustee that such reporting no longer is required.

Appears in 1 contract

Samples: Base Indenture (Oportun Financial Corp)

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Repurchase Demand Activity Reporting. (a) To assist in the Sellersecuritizer’s (as defined in Rule 15Ga-1) compliance with the provisions of Rule 15Ga-1 under the Exchange Act (“Rule 15Ga-1”), subject to paragraph (b) below, the Trustee shall provide the following information (the “Rule 15Ga-1 Information”) to the Seller Issuer and the Administrator in the manner, timing and format specified below: (i) No later than the fifteenth (15th) day following the end of each calendar quarter in which any Series is outstanding, the Trustee shall provide information regarding repurchase demand activity during the preceding calendar quarter related to the underlying assets for each such Series in substantially the form of Exhibit H hereto. (ii) If (x) the Trustee has previously delivered a report described in clause (i) above indicating that, based on a review of the records of the Trustee, there was no asset repurchase demand activity during the applicable period, and (y) based on a review of the records of the Trustee, no asset repurchase demand activity has occurred since the delivery of such report, the Trustee may, in lieu of delivering the information as is requested pursuant to clause (i) above substantially in the form of Exhibit H hereto, and no later than the date specified in clause (i) above, notify the Seller Issuer and the Administrator that there has been no change in asset repurchase demand activity since the date of the last report delivered. (iii) The Trustee shall provide notification, as soon as practicable and in any event within five (5) Business Days of receipt, of all demands communicated to the Trustee for the repurchase or replacement of the underlying assets for any Series. (b) The Trustee shall provide Rule 15Ga-1 Information subject to the following understandings and conditions: (i) The Trustee shall provide Rule 15Ga-1 Information only to the extent that the Trustee has Rule 15Ga-1 Information or can obtain Rule 15Ga-1 Information without unreasonable effort or expense; provided that the Trustee’s efforts to obtain Rule 15Ga-1 Information shall be limited to a review of its internal written records of repurchase demand activity for the applicable Series and that the Trustee is not required to request information from any other parties. (ii) The reporting of repurchase demand activity pursuant to this Section 11.23 is subject in all cases to the best knowledge of the Trust Officer responsible for the applicable Series. (iii) The reporting of repurchase demand activity pursuant to this Section 11.23 is required only to the extent such repurchase demand activity was not addressed to the SellerSellers, the Issuer, the initial Servicer Administrator or any Affiliate of the SellerSellers, the Issuer or the initial Servicer Administrator or previously reported to the SellerSellers, the Issuer, the initial Servicer Administrator or any Affiliate of the SellerSellers, the Issuer or initial Servicer the Administrator by the Trustee. For purposes hereof, the term “demand” shall not include (x) repurchases or replacements made pursuant to instruction, direction or request from the Seller Sellers or its their affiliates or (y) general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties.. 4866-9982-4145.5 (iv) The Trustee’s reporting pursuant to this Section 11.23 is limited to information that the Trustee has received or acquired solely in its capacity as Trustee for the applicable Series and not in any other capacity. In no event shall Wilmington Trust, National Association (individually or as Trustee) have any responsibility or liability in connection with (i) the compliance by any Person which is a securitizer (as defined in Rule 15Ga-1) of the Series, or any other Person, with Rule 15Ga-1 or any related rules or regulations or (ii) any filing required to be made by a securitizer (as defined in Rule 15Ga-1) under Rule 15Ga-1 in connection with the Rule 15Ga-1 Information provided pursuant to this Section 11.23. Other than any express duties or responsibilities as Trustee under the Transaction Documents, the Trustee has no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity or otherwise to assume any additional duties or responsibilities in respect of any Series, and no such additional obligations or duties are implied. The Trustee is entitled to the full benefit of any and all protections, limitations on duties or liability and rights of indemnity provided by the terms of the Transaction Documents in connection with any actions pursuant to this Section 11.23. (v) Unless and until the Trustee is otherwise notified in writing, any Rule 15Ga-1 Information provided pursuant to this Section 11.23 shall be provided in electronic format via e-mail and directed as follows: xxxx.xxxxxxxxx@xxxxxxxxxxx.xxxxxxxxxxxx@XXXXXXXXX.xxx. (vi) The Trustee’s obligation pursuant to this Section 11.23 continue until the earlier of (x) the date on which such Series is no longer outstanding and (y) the date the Seller notifies Sellers notify the Trustee that such reporting no longer is required.

Appears in 1 contract

Samples: Base Indenture (Oportun Financial Corp)

Repurchase Demand Activity Reporting. (a) To assist in the Seller’s compliance with the provisions of Rule 15Ga-1 under the Exchange Act (“Rule 15Ga-1”), subject to paragraph (b) below, the Trustee shall provide the following information (the “Rule 15Ga-1 Information”) to the Seller in the manner, timing and format specified below: (i) No later than the fifteenth (15th) day following the end of each calendar quarter in which any Series is outstanding, the Trustee shall provide information regarding repurchase demand activity during the preceding calendar quarter related to the underlying assets for each such Series in substantially the form of Exhibit H E hereto. (ii) If (x) the Trustee has previously delivered a report described in clause (i) above indicating that, based on a review of the records of the Trustee, there was no asset repurchase demand activity during the applicable period, and (y) based on a review of the records of the Trustee, no asset repurchase demand activity has occurred since the delivery of such report, the Trustee may, in lieu of delivering the information as is requested pursuant to clause (i) above substantially in the form of Exhibit H E hereto, and no later than the date specified in clause (i) above, notify the Seller that there has been no change in asset repurchase demand activity since the date of the last report delivered. (iii) The Trustee shall provide notification, as soon as practicable and in any event within five (5) Business Days of receipt, of all demands communicated to the Trustee for the repurchase or replacement of the underlying assets for any Series. (b) The Trustee shall provide Rule 15Ga-1 Information subject to the following understandings and conditions: (i) The Trustee shall provide Rule 15Ga-1 Information only to the extent that the Trustee has Rule 15Ga-1 Information or can obtain Rule 15Ga-1 Information without unreasonable effort or expense; provided that the Trustee’s efforts to obtain Rule 15Ga-1 Information shall be limited to a review of its internal written records of repurchase demand activity for the applicable Series and that the Trustee is not required to request information from any other parties. (ii) The reporting of repurchase demand activity pursuant to this Section 11.23 is subject in all cases to the best knowledge of the Trust Officer responsible for the applicable Series. (iii) The reporting of repurchase demand activity pursuant to this Section 11.23 is required only to the extent such repurchase demand activity was not addressed to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, the Issuer or the initial Servicer or previously reported to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, Issuer or initial Servicer by the Trustee. For purposes hereof, the term “demand” shall not include (x) repurchases or replacements made pursuant to instruction, direction or request from the Seller or its affiliates or (y) general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties.. 86 (iv) The Trustee’s reporting pursuant to this Section 11.23 is limited to information that the Trustee has received or acquired solely in its capacity as Trustee for the applicable Series and not in any other capacity. In no event shall Wilmington Trust, National Association (individually or as Trustee) have any responsibility or liability in connection with (i) the compliance by any Person which is a securitizer (as defined in Rule 15Ga-1) of the Series, or any other Person, with Rule 15Ga-1 or any related rules or regulations or (ii) any filing required to be made by a securitizer (as defined in Rule 15Ga-1) under Rule 15Ga-1 in connection with the Rule 15Ga-1 Information provided pursuant to this Section 11.23. Other than any express duties or responsibilities as Trustee under the Transaction Documents, the Trustee has no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity or otherwise to assume any additional duties or responsibilities in respect of any Series, and no such additional obligations or duties are implied. The Trustee is entitled to the full benefit of any and all protections, limitations on duties or liability and rights of indemnity provided by the terms of the Transaction Documents in connection with any actions pursuant to this Section 11.23. (v) Unless and until the Trustee is otherwise notified in writing, any Rule 15Ga-1 Information provided pursuant to this Section 11.23 shall be provided in electronic format via e-mail and directed as follows: xxxx.xxxxxxxxx@xxxxxxxxxxx.xxx. (vi) The Trustee’s obligation pursuant to this Section 11.23 continue until the earlier of (x) the date on which such Series is no longer outstanding and (y) the date the Seller notifies the Trustee that such reporting no longer is required.

Appears in 1 contract

Samples: Base Indenture (Oportun Financial Corp)

Repurchase Demand Activity Reporting. (a) To assist in the Seller’s compliance with the provisions of Rule 15Ga-1 under the Exchange Act (“Rule 15Ga-1”), subject to paragraph (b) below, the Trustee shall provide the following information (the “Rule 15Ga-1 Information”) to the Seller in the manner, timing and format specified below: (i) No later than the fifteenth (15th) day following the end of each calendar quarter in which any Series is outstanding, the Trustee shall provide information regarding repurchase demand activity during the preceding calendar quarter related to the underlying assets for each such Series in substantially the form of Exhibit H E hereto. (ii) If (x) the Trustee has previously delivered a report described in clause (i) above indicating that, based on a review of the records of the Trustee, there was no asset repurchase demand activity during the applicable period, and (y) based on a review of the records of the Trustee, no asset repurchase demand activity has occurred since the delivery of such report, the Trustee may, in lieu of delivering the information as is requested pursuant to clause (i) above substantially in the form of Exhibit H E hereto, and no later than the date specified in clause (i) above, notify the Seller that there has been no change in asset repurchase demand activity since the date of the last report delivered. (iii) The Trustee shall provide notification, as soon as practicable and in any event within five (5) Business Days of receipt, of all demands communicated to the Trustee for the repurchase or replacement of the underlying assets for any Series. (b) The Trustee shall provide Rule 15Ga-1 Information subject to the following understandings and conditions: (i) The Trustee shall provide Rule 15Ga-1 Information only to the extent that the Trustee has Rule 15Ga-1 Information or can obtain Rule 15Ga-1 Information without unreasonable effort or expense; provided that the Trustee’s efforts to obtain Rule 15Ga-1 Information shall be limited to a review of its internal written records of repurchase demand activity for the applicable Series and that the Trustee is not required to request information from any other parties. (ii) The reporting of repurchase demand activity pursuant to this Section 11.23 is subject in all cases to the best knowledge of the Trust Officer responsible for the applicable Series. (iii) The reporting of repurchase demand activity pursuant to this Section 11.23 is required only to the extent such repurchase demand activity was not addressed to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, the Issuer or the initial Servicer or previously reported to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, Issuer or initial Servicer by the Trustee. For purposes hereof, the term “demand” shall not include (x) repurchases or replacements made pursuant to instruction, direction or request from the Seller or its affiliates or (y) general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties. (iv) The Trustee’s reporting pursuant to this Section 11.23 is limited to information that the Trustee has received or acquired solely in its capacity as Trustee for the applicable Series and not in any other capacity. In no event shall Wilmington Trust, National Association (individually or as Trustee) have any responsibility or liability in connection with (i) the compliance by any Person which is a securitizer (as defined in Rule 15Ga-1) of the Series, or any other Person, with Rule 15Ga-1 or any related rules or regulations or (ii) any filing required to be made by a securitizer (as defined in Rule 15Ga-1) under Rule 15Ga-1 in connection with the Rule 15Ga-1 Information provided pursuant to this Section 11.23. Other than any express duties or responsibilities as Trustee under the Transaction Documents, the Trustee has no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity or otherwise to assume any additional duties or responsibilities in respect of any Series, and no such additional obligations or duties are implied. The Trustee is entitled to the full benefit of any and all protections, limitations on duties or liability and rights of indemnity provided by the terms of the Transaction Documents in connection with any actions pursuant to this Section 11.23. (v) Unless and until the Trustee is otherwise notified in writing, any Rule 15Ga-1 Information provided pursuant to this Section 11.23 shall be provided in electronic format via e-mail and directed as follows: xxxx.xxxxxxxxx@xxxxxxxxxxx.xxx. (vi) The Trustee’s obligation pursuant to this Section 11.23 continue until the earlier of (x) the date on which such Series is no longer outstanding and (y) the date the Seller notifies the Trustee that such reporting no longer is required.

Appears in 1 contract

Samples: Base Indenture (Oportun Financial Corp)

Repurchase Demand Activity Reporting. (a) To assist in the Seller’s compliance with the provisions of Rule 15Ga-1 under the Exchange Act (“Rule 15Ga-1”), subject to paragraph (b) below, the Trustee shall provide the following information (the “Rule 15Ga-1 Information”) to the Seller in the manner, timing and format specified below: (i) No later than the fifteenth (15th) day following the end of each calendar quarter in which any Series is outstanding, the Trustee shall provide information regarding repurchase demand activity during the preceding calendar quarter related to the underlying assets for each such Series in substantially the form of Exhibit H E hereto. (ii) If (x) the Trustee has previously delivered a report described in clause (i) above indicating that, based on a review of the records of the Trustee, there was no asset repurchase demand activity during the applicable period, and (y) based on a review of the records of the Trustee, no asset repurchase demand activity has occurred since the delivery of such report, the Trustee may, in lieu of delivering the information as is requested pursuant to clause (i) above substantially in the form of Exhibit H E hereto, and no later than the date specified in clause (i) above, notify the Seller that there has been no change in asset repurchase demand activity since the date of the last report delivered.. 4140-8886-1733.4 (iii) The Trustee shall provide notification, as soon as practicable and in any event within five (5) Business Days of receipt, of all demands communicated to the Trustee for the repurchase or replacement of the underlying assets for any Series. (b) The Trustee shall provide Rule 15Ga-1 Information subject to the following understandings and conditions: (i) The Trustee shall provide Rule 15Ga-1 Information only to the extent that the Trustee has Rule 15Ga-1 Information or can obtain Rule 15Ga-1 Information without unreasonable effort or expense; provided that the Trustee’s efforts to obtain Rule 15Ga-1 Information shall be limited to a review of its internal written records of repurchase demand activity for the applicable Series and that the Trustee is not required to request information from any other parties. (ii) The reporting of repurchase demand activity pursuant to this Section 11.23 is subject in all cases to the best knowledge of the Trust Officer responsible for the applicable Series. (iii) The reporting of repurchase demand activity pursuant to this Section 11.23 is required only to the extent such repurchase demand activity was not addressed to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, the Issuer or the initial Servicer or previously reported to the Seller, the Issuer, the initial Servicer or any Affiliate of the Seller, Issuer or initial Servicer by the Trustee. For purposes hereof, the term “demand” shall not include (x) repurchases or replacements made pursuant to instruction, direction or request from the Seller or its affiliates or (y) general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties. (iv) The Trustee’s reporting pursuant to this Section 11.23 is limited to information that the Trustee has received or acquired solely in its capacity as Trustee for the applicable Series and not in any other capacity. In no event shall Wilmington Trust, National Association (individually or as Trustee) have any responsibility or liability in connection with (i) the compliance by any Person which is a securitizer (as defined in Rule 15Ga-1) of the Series, or any other Person, with Rule 15Ga-1 or any related rules or regulations or (ii) any filing required to be made by a securitizer (as defined in Rule 15Ga-1) under Rule 15Ga-1 in connection with the Rule 15Ga-1 Information provided pursuant to this Section 11.23. Other than any express duties or responsibilities as Trustee under the Transaction Documents, the Trustee has no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity or otherwise to assume any additional duties or responsibilities in respect of any Series, and no such additional obligations or duties are implied. The Trustee is entitled to the full benefit of any and all protections, limitations on duties or liability and rights of indemnity provided by the terms of the Transaction Documents in connection with any actions pursuant to this Section 11.23.. 91 4140-8886-1733.4 (v) Unless and until the Trustee is otherwise notified in writing, any Rule 15Ga-1 Information provided pursuant to this Section 11.23 shall be provided in electronic format via e-mail and directed as follows: xxxx.xxxxxxxxx@xxxxxxxxxxx.xxx. (vi) The Trustee’s obligation pursuant to this Section 11.23 continue until the earlier of (x) the date on which such Series is no longer outstanding and (y) the date the Seller notifies the Trustee that such reporting no longer is required.

Appears in 1 contract

Samples: Base Indenture (Oportun Financial Corp)

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