Intent of Parties; Reasonableness. The Indenture Trustee and Issuer acknowledge and agree that the purpose of Section 3.09 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Issuer nor the Administrator (acting on behalf of the Issuer) shall 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 rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). Each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect of the requirements of Regulation AB, and the parties shall comply with reasonable requests made by the Issuer, the Administrator or the Indenture Trustee in good faith for delivery of additional or different information to the extent such information is freely available and deliverable (provided that, in the good faith determination of the Issuer, the Administrator or the Indenture Trustee, such additional or different information is required to comply with the provisions of Regulation AB). The Issuer (or the Administrator, acting on behalf of the Issuer) shall cooperate with the Indenture Trustee by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer to comply with Regulation AB.
Intent of Parties; Reasonableness. The Depositor, the Trustee and the Master Servicer acknowledge and agree that the purpose of this Article XII is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Depositor 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 rules and regulations of the Commission under the Securities Act and the Exchange Act. Each of the Master Servicer and the Trustee 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 mortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. Each of the Master Servicer and the Trustee shall cooperate reasonably with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all disclosure, statements, reports, certifications, records and any other information necessary in the reasonable, good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB.
Intent of Parties; Reasonableness. The Company, the Trustee and the Master Servicer acknowledge and agree that the purpose of this Article XII is to facilitate compliance by the Company with the provisions of Regulation AB and related rules and regulations of the Commission. The Company 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 rules and regulations of the Commission under the Securities Act and the Exchange Act. Each of the Master Servicer and the Trustee 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 mortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Company in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. Each of the Master Servicer and the Trustee shall cooperate reasonably with the Company to deliver to the Company (including any of its assignees or designees), any and all disclosure, statements, reports, certifications, records and any other information necessary in the reasonable, good faith determination of the Company to permit the Company to comply with the provisions of Regulation AB.
Intent of Parties; Reasonableness. From and after each Closing Date, Seller will service and administer each Mortgage Loan purchased on such Closing Date pursuant to the terms of the Amended and Restated Master Servicing Agreement for the benefit of Purchaser, as the initial “Purchaser” thereof, and such Mortgage Loan will be deemed to be added to the “MSA Mortgage Loan Schedule” under the Amended and Restated Master Servicing Agreement. The Purchaser and the Seller acknowledge and agree that the purpose of Section 7 of this Agreement is to facilitate compliance by the Purchaser with the provisions of Regulation AB and related rules and regulations of the Commission. The Purchaser 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 rules and regulations of the Commission thereunder. The Seller 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, or otherwise, and agrees to comply with requests made by the Purchaser in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (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 Purchaser to permit the Purchaser to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser to be necessary in order to effect such compliance.
Intent of Parties; Reasonableness. The Issuing Entity and the Indenture Trustee acknowledge and agree that the purpose of this Article XIII is to facilitate compliance with the provisions of Regulation AB and related rules and regulations of the Commission. The Transferor and Chase USA 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 Securities Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Transferor and Chase USA for information regarding the Indenture Trustee which is required in order to enable the Transferor and Chase USA to comply with the provisions of Regulation AB, including, without limitation, Items 1103(a)(1), 1109(a), 1109(b), 1117, 1118, 1119 and 1122 of Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Indenture or any other Transaction Document.
Intent of Parties; Reasonableness. The Depositor, the Indenture Trustee and the Master Servicer acknowledge and agree that the purpose of this Article IX is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Depositor 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 rules and regulations of the Commission under the Securities Act and the Exchange Act. Each of the Master Servicer and the Indenture Trustee 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 mortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. Each of the Master Servicer and the Indenture Trustee shall cooperate reasonably with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all disclosure, statements, reports, certifications, records and any other information necessary in the reasonable, good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB.
Intent of Parties; Reasonableness. Transferor, as the beneficial owner of the Trust, and Owner Trustee acknowledge and agree that the purpose of this Article XI is to facilitate compliance by Transferor, on behalf of the Trust, with the provisions of Regulation AB and related rules and regulations of the Commission. Transferor 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 Transferor’s compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). Owner Trustee agrees to cooperate in good faith with any reasonable request by Transferor regarding Owner Trustee which is required in order to enable Transferor to comply with the provisions of Regulation AB as it relates to Owner Trustee or Owner Trustee’s obligations under this Agreement. Terms used in this Article XI that are defined in Regulation AB but are not defined in Annex A to the Indenture shall have the meanings ascribed to them in Regulation AB.
Intent of Parties; Reasonableness. Transferor, Servicer and Issuer acknowledge and agree that the purpose of this Article X is to facilitate compliance by Transferor with the provisions of Regulation AB and the related rules and regulations of the Commission. Transferor shall not exercise its right to request delivery of information or other performance under the provisions other than in good faith, or for the purposes other than Transferor’s compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). Servicer agrees to cooperate in good faith with any reasonable request by Transferor for information regarding Servicer which is required in order for Transferor to comply with the provisions of Regulation AB as it relates to Servicer or to Servicer’s obligations under this Agreement or any Supplement.
Intent of Parties; Reasonableness. Transferor and Indenture Trustee acknowledge and agree that the purpose of this Article XIII is to facilitate compliance by Transferor with the provisions of Regulation AB and related rules and regulations of the Commission. Transferor 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 Transferor’s compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). Indenture Trustee agrees to cooperate in good faith with any reasonable request by Transferor for information regarding Indenture Trustee which is required in order to enable Transferor to comply with the provisions of Regulation AB as it relates to Indenture Trustee or to Indenture Trustee’s obligations under the Indenture or any Indenture Supplement, provided that such information is available to Indenture Trustee without unreasonable expense or effort and within the timeframe as is reasonably requested. Terms used in this Article XIII that are defined in Regulation AB but are not defined in Annex A to the Indenture shall have the meanings ascribed to them in Regulation AB.
Intent of Parties; Reasonableness. 92 Section 13.2. Additional Representations and Warranties of the Indenture Trustee........................92 Section 13.3. Information to Be Provided by the Indenture Trustee.......................................92 Section 13.4. Report on Assessment of Compliance and Attestation........................................93 Section 13.5. Additional Representations and Warranties of the Servicer.................................94 Section 13.6. Information to Be Provided by the Servicer................................................94 Section 13.7. Report on Assessment of Compliance and Attestation........................................96 Section 13.8. Use of Subservicers and Servicing Participants............................................97 TABLE OF CONTENTS (continued) PAGE EXHIBITS Exhibit A Form of Assignment of Receivables in Aggregate Addition Accounts A-1 Exhibit B Form of Assignment of Collateral Certificates B-1 Exhibit C Form of Assignment of Receivables in New Accounts C-1 Exhibit D Form of Reassignment of Receivables in Removed Accounts D-1 Exhibit F-1 Form of Opinion of Counsel with respect to Amendments F-1-1 Exhibit F-2 Form of Opinion of Counsel with respect to Aggregate Addition Accounts F-2-1 Exhibit F-3 Form of Opinion of Counsel with respect to New Accounts F-3-1 Exhibit F-4 Form of Annual Opinion of Counsel F-4-1 Exhibit G Form of Annual Certification G-1 Exhibit H Servicing Criteria to be Addressed in Assessment of Compliance H-1 Exhibit I Form of Annual Certification I-1 Schedule 1 List of Accounts Delivered to Indenture Trustee Schedule 2 List of Collateral Certificates Delivered to Indenture Trustee This AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT among AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION V LLC, a Delaware limited liability company, as transferor (the "Transferor"), AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., a New York corporation, as servicer and administrator (the "Servicer" and the "Administrator"), AMERICAN EXPRESS ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware, as issuer (the "Issuer" or the "Trust"), and THE BANK OF NEW YORK, a New York banking corporation, in its capacity as indenture trustee (the "Indenture Trustee"), is made and entered into as of March [__], 2006.
