have any right hereunder.
SECTION 8.17
Information Requests. The parties hereto shall provide any
information reasonably requested by the Servicer, the Issuer, the Seller or any
of their Affiliates, in order to comply with or obtain more favorable treatment
under any current or future law, rule, regulation, accounting rule or principle.
SECTION 8.18
Regulation AB. The Servicer shall cooperate fully with the
Seller and the Issuer to deliver to the Seller and the Issuer (including any of
its assignees or designees) any and all statements, reports, certifications,
records and any other information necessary in the good faith determination of
the Seller or the Issuer to permit the Seller to comply with the provisions of
Regulation AB and its reporting obligations under the Exchange Act, together
with such disclosures relating to the Servicer and the Receivables, or the
servicing of the Receivables, reasonably believed by the Seller to be necessary
in order to effect such compliance.
SECTION 8.19
Information to Be Provided by the Indenture Trustee.
(A)
FOR SO LONG AS THE SELLER IS FILING REPORTS UNDER THE EXCHANGE ACT WITH
RESPECT TO THE ISSUER, THE INDENTURE TRUSTEE SHALL (I) ON OR BEFORE THE FIFTH
BUSINESS DAY OF EACH MONTH, NOTIFY THE SELLER, IN WRITING, OF ANY FORM 10-D
DISCLOSURE ITEM WITH RESPECT TO THE INDENTURE TRUSTEE, TOGETHER WITH A
DESCRIPTION OF ANY SUCH FORM 10-D DISCLOSURE ITEM IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE SELLER;
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PROVIDED, HOWEVER, THAT, THE INDENTURE TRUSTEE SHALL NOT BE REQUIRED TO PROVIDE
SUCH INFORMATION IN THE EVENT THAT THERE HAS BEEN NO CHANGE TO THE INFORMATION
PREVIOUSLY PROVIDED BY THE INDENTURE TRUSTEE TO SELLER, AND (II) AS PROMPTLY AS
PRACTICABLE FOLLOWING NOTICE TO OR DISCOVERY BY A RESPONSIBLE OFFICER OF THE
INDENTURE TRUSTEE OF ANY CHANGES TO SUCH INFORMATION, PROVIDE TO THE SELLER, IN
WRITING, SUCH UPDATED INFORMATION.
(B)
AS SOON AS AVAILABLE BUT NO LATER THAN MARCH 15 OF EACH CALENDAR YEAR FOR
SO LONG AS THE SELLER IS FILING REPORTS WITH RESPECT TO THE ISSUER UNDER THE
EXCHANGE ACT, COMMENCING ON MARCH 15, 2016, THE INDENTURE TRUSTEE SHALL:
(I)
DELIVER TO THE SELLER A REPORT REGARDING THE INDENTURE TRUSTEE'S ASSESSMENT OF
COMPLIANCE WITH THE SERVICING CRITERIA DURING THE IMMEDIATELY PRECEDING CALENDAR
YEAR, AS REQUIRED UNDER PARAGRAPH (B) OF RULE 13A-18, RULE 15D-18 OF THE
EXCHANGE ACT AND ITEM 1122 OF REGULATION AB. SUCH REPORT SHALL BE SIGNED BY AN
AUTHORIZED OFFICER OF THE INDENTURE TRUSTEE, AND SHALL ADDRESS EACH OF THE
SERVICING CRITERIA SPECIFIED IN EXHIBIT A OR SUCH OTHER CRITERIA AS MUTUALLY
AGREED UPON BY THE SELLER AND THE INDENTURE TRUSTEE;
(II)
CAUSE A FIRM OF REGISTERED PUBLIC ACCOUNTANTS THAT IS QUALIFIED AND INDEPENDENT
WITHIN THE MEANING OF RULE 2-01 OF REGULATION S-X UNDER THE SECURITIES ACT TO
DELIVER TO THE SELLER A REPORT FOR INCLUSION IN THE SELLER'S FILING OF EXCHANGE
ACT FORM 10-K WITH RESPECT TO THE ISSUER THAT ATTESTS TO, AND REPORTS ON, THE
ASSESSMENT OF COMPLIANCE MADE BY THE INDENTURE TRUSTEE AND DELIVERED TO THE