Common use of Agreement to Deliver Documents Clause in Contracts

Agreement to Deliver Documents. For the purpose of Section 4(a)(i) and (ii) of this Agreement, Party A and each Party B Group Member agrees to deliver the following documents: Tax forms, documents or certificates to be delivered are: Party required to deliver document Form/Document/Certificate Date by which to be delivered Party A and each Party B Group Member Any form, document or certificate as may be requested pursuant to Section 4(a)(iii) of this Agreement. Upon request Other documents to be delivered are:- Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Each Party B Group Member Annual Report of each Party B Group Member and of any Credit Support Provider of Party B thereof containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized and any other financial information and/or tax returns with respect to each Party B Group Member as may be requested by Party A from time to time. Promptly upon request Yes Each Party B Group Member Quarterly Financial Statements of each Party B Group Member and any Credit Support Provider of Party B thereof containing unaudited, consolidated financial statements of such party's fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized Promptly upon request Yes Party A and each Party B Group Member Certified copies of all corporate authorizations and any other documents with respect to the execution, delivery and performance of this Agreement and any Credit Support Document Upon execution and delivery of this Agreement Yes Party A and each Party B Group Member Certificate of authority and specimen signatures of individuals executing this Agreement any Credit Support Document and Confirmations Upon execution and delivery of this Agreement and thereafter upon request of the other party Yes Each Party B Group Member Such other documents as Party A may reasonably request from time to time. Upon request by Party A Yes

Agreement to Deliver Documents. For the purpose of Section 4(a)(i) and (ii4(a)(ii) of this Agreement, Party A and each Party B Group Member party agrees to deliver the following documents: Tax forms, documents or certificates to be delivered areas applicable: Party required to deliver document documents Form/Document/Certificate Date by which to be delivered Party A and each Party B Group Member Any form, document or certificate as may be requested pursuant to Section 4(a)(iii) of this Agreement. Upon request Other documents to be delivered are:- Party required to deliver document Form/Document/Document/ Certificate Date by which to be delivered Covered by Section 3(d) Representation Each Party A and Party B Group Member Annual Report Evidence reasonably satisfactory to the other party as to the names, true signatures and authority of each the officer or officials signing this Agreement or the Confirmation on its behalf Upon execution of this Agreement and the related Confirmation Yes Party B Group Member A A copy of the annual report for Party A containing audited and certified financial statements for the most recently ended financial year Upon request, as soon as publicly available Yes Party A Opinions of any counsel to Party A and its Credit Support Provider of reasonably satisfactory in form and substance to Party B thereof containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized and any other financial information and/or tax returns with respect to each this Agreement and the Credit Support Document specified in Part 4(e) Upon execution of this Agreement No Party B Group Member as may be requested by Party A from time to time. Promptly upon request Yes Each Party B Group Member Quarterly Financial Statements of each Party B Group Member and any Credit Support Provider of Party B thereof containing unaudited, consolidated financial statements of such party's fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized Promptly upon request Yes Party A and each Party B Group Member Certified copies of all documents evidencing the necessary corporate authorizations and any other documents approvals with respect to the execution, delivery delivery, and performance of this Agreement and any Credit Support Document derivatives transactions Upon execution and delivery of this Agreement Yes Party A Correct, complete and each executed U.S. Internal Revenue Form W-9 or any successor thereto Upon execution of this Agreement, upon the appointment of a successor Subordination Agent, and at any time upon reasonable request by Party B Group Member Certificate of authority Not applicable Party B Correct, complete and specimen signatures of individuals executing this Agreement executed U.S. Internal Revenue Form W-9 or any Credit Support Document and Confirmations successor thereto Upon execution and delivery of this Agreement Agreement, upon the appointment of a successor Subordination Agent, and thereafter at any time upon request of the other party Yes Each Party B Group Member Such other documents as Party A may reasonably request from time to time. Upon reasonable request by Party A Not applicable Party A Credit Support Document specified in Part 4(e) Upon execution of this Agreement Yes

Agreement to Deliver Documents. For the purpose of Section 4(a)(i) and (ii4(a)(ii) of this Agreement, Party A and each Party B Group Member party agrees to deliver the following documents, as applicable: Tax forms, documents or certificates to be delivered are: Party required to deliver document FormCOVERED BY PARTY REQUIRED TO FORM/Document/Certificate Date by which to be delivered DOCUMENT/ DATE BY WHICH TO BE SECTION 3(D) DELIVER DOCUMENTS CERTIFICATE DELIVERED REPRESENTATION Party A Evidence reasonably Upon execution of this Yes and each Party B Group Member Any formsatisfactory to the Agreement and the other party as to the related Confirmation names, document true signatures and authority of the officer or certificate officials signing this Agreement or the Confirmation on its behalf Party A A copy of the annual Upon request, as may be requested pursuant soon Yes report for Party A as publicly available containing audited and certified financial statements for the most recently ended financial year Party A Opinions of counsel to Section 4(a)(iii) Upon execution of this Agreement. Upon request Other documents No Party A reasonably Agreement satisfactory in form and substance to be delivered are:- Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Each Party B Group Member Annual Report of each Party B Group Member and of any Credit Support Provider of Party B thereof containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized and any other financial information and/or tax returns with respect to each this Agreement Party B Group Member as may be requested by Party A from time to time. Promptly upon request Yes Each Party B Group Member Quarterly Financial Statements of each Party B Group Member and any Credit Support Provider of Party B thereof containing unaudited, consolidated financial statements of such party's fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized Promptly upon request Yes Party A and each Party B Group Member Certified copies of Upon execution of this Yes all documents Agreement evidencing the necessary corporate authorizations and any other documents approvals with respect to the execution, delivery delivery, and performance of this Agreement derivatives transactions Party B Correct, complete and any Credit Support Document Upon execution and delivery of this Agreement Yes Party A Not applicable executed U.S. Internal Agreement, upon the Revenue Form W-9 or appointment of a any successor thereto successor Subordination Agent, and each Party B Group Member Certificate of authority and specimen signatures of individuals executing this Agreement at any Credit Support Document and Confirmations Upon execution and delivery of this Agreement and thereafter time upon request of the other party Yes Each Party B Group Member Such other documents as Party A may reasonably request from time to time. Upon reasonable request by Party A YesA

Agreement to Deliver Documents. For the purpose of Section 4(a)(i) and (ii4(a)(ii) of this Agreement, Party A and each Party B Group Member party agrees to deliver the following documents: Tax forms, documents or certificates to be delivered areas applicable: Party required to deliver document documents Form/Document/Certificate Date by which to be delivered Party A and each Party B Group Member Any form, document or certificate as may be requested pursuant to Section 4(a)(iii) of this Agreement. Upon request Other documents to be delivered are:- Party required to deliver document Form/Document/Document/ Certificate Date by which to be delivered Covered by Section 3(d) Representation Each Party A and Party B Group Member Annual Report Evidence reasonably satisfactory to the other party as to the names, true signatures and authority of each the officer or officials signing this Agreement or the Confirmation on its behalf Upon execution of this Agreement and the related Confirmation Yes Party B Group Member A A copy of the annual report for Party A containing audited and certified financial statements for the most recently ended financial year Upon request, as soon as publicly available Yes Party A Opinions of any counsel to Party A and its Credit Support Provider of reasonably satisfactory in form and substance to Party B thereof containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized and any other financial information and/or tax returns with respect to each this Agreement and the Credit Support Document specified in Part 4(e) Upon execution of this Agreement No Party B Group Member as may be requested by Party A from time to time. Promptly upon request Yes Each Party B Group Member Quarterly Financial Statements of each Party B Group Member and any Credit Support Provider of Party B thereof containing unaudited, consolidated financial statements of such party's fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized Promptly upon request Yes Party A and each Party B Group Member Certified copies of all documents evidencing the necessary corporate authorizations and any other documents approvals with respect to the execution, delivery delivery, and performance of this Agreement and any Credit Support Document derivatives transactions Upon execution and delivery of this Agreement Yes Party A Correct, complete and each executed U.S. InternalRevenue Form W-9 or any successor thereto Upon execution of this Agreement, upon the Not applicable Revenue Form W-9 or any successor thereto appointment of a successor Subordination Agent, and at any time upon reasonable request by Party B Group Member Certificate of authority Party B Correct, complete and specimen signatures of individuals executing this Agreement executed U.S. Internal Revenue Form W-9 or any Credit Support Document and Confirmations successor thereto Upon execution and delivery of this Agreement Agreement, upon the appointment of a successor Subordination Agent, and thereafter at any time upon request of the other party Yes Each Party B Group Member Such other documents as Party A may reasonably request from time to time. Upon reasonable request by Party A Not applicable Party A Credit Support Document specified in Part 4(e) Upon execution of this Agreement Yes

Agreement to Deliver Documents. For the purpose of Section Sections 4(a)(i) and (ii4(a)(ii) of this Agreement, Party A and each Party B Group Member party agrees to deliver the following documents, as applicable: Tax forms, documents or certificates - Documents to be delivered are: - Covered by Party required to deliver document Form/Document/Certificate Document/ Date by which Section 3(d) deliver document Certificate to be delivered Representation Party A & B Signing authority being evidence of authority, incumbency and specimen signature of each Party B Group Member Any form, person executing any document or certificate as may be requested pursuant to Section 4(a)(iii) on its behalf in connection with this Agreement On execution of this Agreement. Upon request Other documents , and if requested, any Confirmation Yes Covered by Party required to Form/Document/ Date by which Section3(d) deliver document Certificate to be delivered are:- Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Each Party B Group Member Annual Report of each Party B Group Member and of any Credit Support Provider of Party B thereof containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized and any other financial information and/or tax returns with respect to each Party B Group Member as may be requested by Party A from time to time. Promptly upon request Yes Each Party & B Group Member Quarterly Financial Statements A copy of each Party B Group Member the annual report and any Credit Support Provider of Party B thereof containing unaudited, consolidated accounts for the most recently ended financial statements of such party's fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized Promptly upon year As soon as practicable after request Yes Party B A and each copy of the letter from Party B Group Member Certified copies B’s process agent confirming acceptance of all corporate authorizations and any other documents with respect to the execution, delivery and performance of this Agreement and any Credit Support Document Upon appointment On execution and delivery of this Agreement Yes Party B A and each certified copy of the resolution of Party B Group Member Certificate B’s board of authority and specimen signatures of individuals executing this Agreement any Credit Support Document and Confirmations Upon directors (or equivalent) authorizing the execution and delivery of this Agreement and thereafter upon each Confirmation and performance of its obligations hereunder As soon as practicable after request Yes Party B A certified copy of Party B’s memorandum and articles of association (or equivalent constitutive documents) As soon as practicable after request Yes Party B Notification of the other party Yes Each occurrence of any Additional Termination Event with respect to which Party B Group Member Such is the Affected Party Within one General Business Day of such occurrence Yes Party B Any other documents as information which Party A may reasonably request from Party B from time to time. time Upon request by of Party A Yes

Agreement to Deliver Documents. For the purpose of Section 4(a)(i) and (ii4(a)(ii) of this Agreement, Party A and each Party B Group Member party agrees to deliver the following documents: Tax forms, documents or certificates to be delivered areas applicable: Party required to deliver document documents Form/Document/Certificate Date by which to be delivered Party A and each Party B Group Member Any form, document or certificate as may be requested pursuant to Section 4(a)(iii) of this Agreement. Upon request Other documents to be delivered are:- Party required to deliver document Form/Document/Document/ Certificate Date by which to be delivered Covered by Section 3(d) Representation Each Party A and Party B Group Member Annual Report Evidence reasonably satisfactory to the other party as to the names, true signatures and authority of each the officer or officials signing this Agreement or the Confirmation on its behalf Upon execution of this Agreement and the related Confirmation Yes Party A A copy of the annual report for Party A containing audited and certified financial statements for the most recently ended financial year Upon request, as soon as publicly available Yes Party A Opinions of counsel to Party A reasonably satisfactory in form and substance to Party B Group Member and of any Credit Support Provider of Party B thereof containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized and any other financial information and/or tax returns with respect to each this Agreement Upon execution of this Agreement No Party B Group Member as may be requested by Party A from time to time. Promptly upon request Yes Each Party B Group Member Quarterly Financial Statements of each Party B Group Member and any Credit Support Provider of Party B thereof containing unaudited, consolidated financial statements of such party's fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized Promptly upon request Yes Party A and each Party B Group Member Certified copies of all documents evidencing the necessary corporate authorizations and any other documents approvals with respect to the execution, delivery delivery, and performance of this Agreement and any Credit Support Document derivatives transactions Upon execution and delivery of this Agreement Yes Party A Correct, complete and each executed U.S. Internal Revenue Form W–9 or any successor thereto Upon execution of this Agreement, upon the appointment of a successor Subordination Agent, and at any time upon reasonable request by Party B Group Member Certificate of authority Not applicable Party B Correct, complete and specimen signatures of individuals executing this Agreement executed U.S. Internal Revenue Form W–9 or any Credit Support Document and Confirmations successor thereto Upon execution and delivery of this Agreement Agreement, upon the appointment of a successor Subordination Agent, and thereafter at any time upon request of the other party Yes Each Party B Group Member Such other documents as Party A may reasonably request from time to time. Upon reasonable request by Party A YesNot applicable

Agreement to Deliver Documents. For the purpose of Section 4(a)(i) and (ii4(a)(ii) of this Agreement, Party A and each Party B Group Member party agrees to deliver the following documents: Tax forms, documents or certificates to be delivered areas applicable: Party required to deliver document documents Form/Document/Certificate Date by which to be delivered Party A and each Party B Group Member Any form, document or certificate as may be requested pursuant to Section 4(a)(iii) of this Agreement. Upon request Other documents to be delivered are:- Party required to deliver document Form/Document/Document/ Certificate Date by which to be delivered Covered by Section 3(dSection3(d) Representation Each Party A and Party B Group Member Annual Report Evidence reasonably satisfactory to the other party as to the names, true signatures and authority of each the officer or officials signing this Agreement or the Confirmation on its behalf Upon execution of this Agreement and the related Confirmation Yes Party A A copy of the annual report for Party A containing audited and certified financial statements for the most recently ended financial year Upon request, as soon as publicly available Yes Party A Opinions of counsel to Party A reasonably satisfactory in form and substance to Party B Group Member and of any Credit Support Provider of Party B thereof containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized and any other financial information and/or tax returns with respect to each this Agreement Upon execution of this Agreement No Party B Group Member as may be requested by Party A from time to time. Promptly upon request Yes Each Party B Group Member Quarterly Financial Statements of each Party B Group Member and any Credit Support Provider of Party B thereof containing unaudited, consolidated financial statements of such party's fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized Promptly upon request Yes Party A and each Party B Group Member Certified copies of all documents evidencing the necessary corporate authorizations and any other documents approvals with respect to the execution, delivery delivery, and performance of this Agreement and any Credit Support Document derivatives transactions Upon execution and delivery of this Agreement Yes Party A Correct, complete and each executed U.S. Internal Revenue Form W–9 or any successor thereto Upon execution of this Agreement, upon the appointment of a successor Subordination Agent, and at any time upon reasonable request by Party B Group Member Certificate of authority Not applicable Party B Correct, complete and specimen signatures of individuals executing this Agreement executed U.S. Internal Revenue Form W–9 or any Credit Support Document and Confirmations successor thereto Upon execution and delivery of this Agreement Agreement, upon the appointment of a successor Subordination Agent, and thereafter at any time upon request of the other party Yes Each Party B Group Member Such other documents as Party A may reasonably request from time to time. Upon reasonable request by Party A YesNot applicable

Agreement to Deliver Documents. For the purpose of Section 4(a)(i) and (ii4(a)(ii) of this Agreement, Party A and each Party B Group Member party agrees to deliver the following documents: Tax forms, documents or certificates to be delivered areas applicable: Party required to deliver document documents Form/Document/Certificate Date by which to be delivered Party A and each Party B Group Member Any form, document or certificate as may be requested pursuant to Section 4(a)(iii) of this Agreement. Upon request Other documents to be delivered are:- Party required to deliver document Form/Document/Document/ Certificate Date by which to be delivered Covered by Section 3(d) Representation Each Party A and Party B Group Member Annual Report Evidence reasonably satisfactory to the other party as to the names, true signatures and authority of each the officer or officials signing this Agreement or the Confirmation on its behalf Upon execution of this Agreement and the related Confirmation Yes Party A A copy of the annual report for Party A containing audited and certified financial statements for the most recently ended financial year Upon request, as soon as publicly available Yes Party A Opinions of counsel to Party A reasonably satisfactory in form and substance to Party B Group Member and of any Credit Support Provider of Party B thereof containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized and any other financial information and/or tax returns with respect to each this Agreement Upon execution of this Agreement No Party B Group Member as may be requested by Party A from time to time. Promptly upon request Yes Each Party B Group Member Quarterly Financial Statements of each Party B Group Member and any Credit Support Provider of Party B thereof containing unaudited, consolidated financial statements of such party's fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized Promptly upon request Yes Party A and each Party B Group Member Certified copies of all documents evidencing the necessary corporate authorizations and any other documents approvals with respect to the execution, delivery delivery, and performance of this Agreement and any Credit Support Document derivatives transactions Upon execution and delivery of this Agreement Yes Party A Correct, complete and each executed U.S. Internal Revenue Form W-9 or any successor thereto Upon execution of this Agreement, upon the appointment of a successor Subordination Agent, and at any time upon reasonable request by Party B Group Member Certificate of authority Not applicable Party B Correct, complete and specimen signatures of individuals executing this Agreement executed U.S. Internal Revenue Form W-9 or any Credit Support Document and Confirmations successor thereto Upon execution and delivery of this Agreement Agreement, upon the appointment of a successor Subordination Agent, and thereafter at any time upon request of the other party Yes Each Party B Group Member Such other documents as Party A may reasonably request from time to time. Upon reasonable request by Party A YesNot applicable

Agreement to Deliver Documents. For the purpose of Section 4(a)(i) and (ii4(a) of this Agreement, Party A and each Party B Group Member party agrees to deliver the following documents, as applicable: Tax forms, documents or certificates to be delivered are: Party required to deliver document FormPARTY REQUIRED TO DELIVER FORM/DocumentDOCUMENT/Certificate Date by which to be delivered CERTIFICATE DATE BY WHICH TO BE DELIVERED COVERED BY SECTION 3(d) Party A and each Party B Group Member Any formCertified copies of all documents evidencing necessary corporate and other authorizations and approvals with respect to the execution, document or certificate as may be requested pursuant to Section 4(a)(iii) of this Agreement. Upon request Other documents to be delivered are:- Party required to deliver document Form/Document/Certificate Date delivery and performance by which to be delivered Covered by Section 3(d) Representation Each Party B Group Member Annual Report of each Party B Group Member the party and of any Credit Support Provider of this Agreement, any Credit Support Document and any Confirmation, including, where applicable, certified copies of the resolutions of its Board of Directors authorizing the execution and delivery of this Agreement, the relevant Credit Support Document or any Confirmation. Upon execution of this Agreement and promptly at the request of the other party upon execution of a Confirmation Yes Party A and Party B thereof A certificate of an authorized officer of the party and any Credit Support Provider as to the incumbency and authority of the officers of the party and any Credit Support Provider signing this Agreement, any Credit Support Document or any Confirmation. Upon execution of this Agreement and promptly at the request of the other party upon execution of a Confirmation Yes [Party A] Guaranty of [_______] in a form acceptable to Party B. As soon as practicable, but no later than upon execution of this Agreement. No Party A and Party B With respect to Party A, a copy of the most recent annual report (and each annual report thereafter) [___________], and with respect to Party B, a copy of the most recent audited financial statements (and each audited financial statements thereafter) of Party B, containing audited, in all cases audited consolidated financial statements for each fiscal year during which this Agreement is in effect certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party and such Credit Support Provider is organized Promptly after request by the other party Yes Party A and any other financial information and/or tax returns with Party B With respect to each Party B Group Member as may be requested by Party A from time to time. Promptly upon request Yes Each Party B Group Member Quarterly Financial Statements A, a copy of each Party B Group Member and any Credit Support Provider of Party B thereof containing unaudited, the unaudited consolidated financial statements of such party's [___________], and with respect to Party B, a copy of the unaudited consolidated financial statements of Party B, in each case for each fiscal quarter during which this Agreement is in effect prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized. Promptly after request by the other party. Yes. Party A and such Credit Support Provider Party B A copy of each regular financial or business reporting document that is organized (i) distributed or made generally available by, with respect to Party A, [___________], and with respect to Party B, Party B, to its respective shareholders or investors or (ii) filed by, with respect to Party A, [___________], and with respect to Party B, Party B in accordance with the disclosure requirements of any applicable statute, rule, regulation or judicial decree and made available for public inspection. Promptly upon after request by the other party. Yes Party A and each Party B Group Member Certified copies An opinion of all corporate authorizations and any other documents with respect counsel to the execution, delivery and performance of this Agreement such party and any Credit Support Document Provider for such Party in form acceptable to the other party. Upon execution and delivery of this Agreement Yes Party A and each Party B Group Member Certificate of authority and specimen signatures of individuals executing this Agreement any Credit Support Document and Confirmations Upon execution and delivery of this Agreement and thereafter upon request of the other party Yes Each Party B Group Member Such other documents as Party A may reasonably request from time to timeAgreement. Upon request by Party A YesNo

Agreement to Deliver Documents. For the purpose of Section 4(a)(i) and (ii) of this Agreement, Party A and each Party B Group Member party agrees to deliver the following documents, as applicable: Tax forms, documents or certificates to be delivered are: Party required to deliver document FormPARTY REQUIRED TO DELIVER DOCUMENT FORM/Document/Certificate Date by which to be delivered DOCUMENT/ CERTIFICATE DATE BY WHICH TO BE DELIVERED COVERED BY SECTION 3(d) REPRESENTATION Party A and Party B With respect to Party A, an executed U.S. Internal Revenue Service Form W-8ECI, in duplicate (or any successor thereto). With respect to Party B, a U.S. Internal Revenue Form W-9 (with respect to, and executed by, Credit Suisse First Boston Mortgage Securities Corp.) in duplicate (or any successor thereto). (i) Upon the execution of this Agreement or shortly thereafter, with such form to be updated as requested by the other party; and (ii) promptly upon reasonable demand by the other Party. Yes. Party A and B Evidence reasonably satisfactory to the other party as to the authority, incumbency and specimen signature of each person executing any document on its behalf in connection with this Agreement, any Confirmation and any Credit Support Document. Upon execution of this Agreement and, if requested, upon execution of any Confirmation. Yes. Party A and B A legal opinion from counsel to each Party B Group Member Any form, document or certificate as may in the form and substance to be requested pursuant satisfactory to Section 4(a)(iii) the other Party to whom such opinion is being delivered. Upon execution of this Agreement. Upon request Other documents to be delivered are:- No. Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Each Party B Group Member A Annual Report of each Party B Group Member and of any Credit Support Provider of Party B thereof containing audited, consolidated audited financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such the party is organized. Promptly after request upon becoming publicly available. Yes. Party A and such Credit Support Provider is organized and any other financial information and/or tax returns with respect to each Party B Group Member as may be requested by Party A from time to time. Promptly upon request Yes Each Party B Group Member Quarterly Financial Statements certificate of each Party B Group Member and any Credit Support Provider the Secretary or another authorized officer (or, in the case of Party B thereof containing unauditedA, consolidated financial statements the current authorized signature book of such party's fiscal quarter prepared in accordance with generally accepted accounting principles in ) specifying the country in which such party and such Credit Support Provider is organized Promptly upon request Yes Party A and each Party B Group Member Certified copies of all corporate authorizations and any other documents with respect to the executionnames, delivery and performance of this Agreement and any Credit Support Document Upon execution and delivery of this Agreement Yes Party A and each Party B Group Member Certificate of titles, authority and specimen signatures of individuals executing the persons authorized to execute this Agreement any Credit Support Document and Confirmations each Confirmation on its behalf. Upon execution and delivery of this Agreement and thereafter upon request of the other party Yes Each Agreement. Yes. Party B Group Member Such other documents as Party A may reasonably request from time copy of each Monthly Servicer Remittance with respect to timeeach Distribution Date. Upon request by Party A being delivered to the Trustee in accordance with the Pooling and Servicing Agreement. Yes.

Agreement to Deliver Documents. For the purpose of Section 4(a)(i) and (ii4(a)(ii) of this Agreement, Party A and each Party B Group Member party agrees to deliver the following documents, as applicable: Tax forms, documents or certificates to be delivered are: Party required to deliver document FormCOVERED BY PARTY REQUIRED TO FORM/Document/Certificate Date by which to be delivered DOCUMENT/ DATE BY WHICH TO BE SECTION 3(d) DELIVER DOCUMENTS CERTIFICATE DELIVERED REPRESENTATION ------------------- --------------------------------- ---------------------- -------------- Party A and each Party B Group Member Any form, document or certificate as may be requested pursuant to Section 4(a)(iii) Evidence reasonably satisfactory Upon execution of this Agreement. Yes to the other party as to the Agreement and the names, true signatures and related Confirmation authority of the officer or officials signing this Agreement or the Confirmation on its behalf Party A Opinions of counsel to Party A Upon request Other documents to be delivered are:- Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Each Party B Group Member Annual Report execution of each Party B Group Member this No and of any its Credit Support Provider of Agreement reasonably satisfactory in form and substance to Party B thereof containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized and any other financial information and/or tax returns with respect to each this Agreement and the Credit Support Document specified in Part 4(e) Party B Group Member as may be requested by Party A from time to time. Promptly upon request Yes Each Party B Group Member Quarterly Financial Statements of each Party B Group Member and any Credit Support Provider of Party B thereof containing unaudited, consolidated financial statements of such party's fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized Promptly upon request Yes Party A and each Party B Group Member Certified copies of all documents Upon execution of this Yes evidencing the necessary Agreement corporate authorizations and any other documents approvals with respect to the execution, delivery delivery, and performance of this Agreement derivatives transactions Party A Correct, complete and any Credit Support Document executed Upon execution and delivery of this Agreement Yes Party A Not applicable U.S. Internal Revenue Form W-9 or Agreement, upon the any successor thereto appointment of a successor Subordination Agent, and each at any time upon reasonable request by Party B Group Member Certificate of authority Party B Correct, complete and specimen signatures of individuals executing this Agreement any Credit Support Document and Confirmations executed Upon execution and delivery of this Agreement Not applicable U.S. Internal Revenue Form W-9 or Agreement, upon the any successor thereto appointment of a successor Subordination Agent, and thereafter at any time upon request of the other party Yes Each Party B Group Member Such other documents as Party A may reasonably request from time to time. Upon reasonable request by Party A YesParty A Credit Support Document specified Upon execution of this Yes in Part 4(e) Agreement

Agreement to Deliver Documents. For the purpose of Section 4(a)(i) and (ii) of this Agreement, Party A and each Party B Group Member party agrees to deliver the following documents, as applicable: Tax forms, documents or certificates to be delivered are: Party required to deliver document FormPARTY REQUIRED TO COVERED DELIVER FORM/Document/Certificate Date by which to be delivered DOCUMENT/ DATE BY WHICH BY SECTION 3(d) DOCUMENT CERTIFICATE TO BE DELIVERED REPRESENTATION Party A and each Party B Group Member Any formWith respect to Party A, document an (i) Upon the execution of Yes. executed U.S. Internal Revenue this Agreement or certificate Service Form W-8ECI, in duplicate shortly thereafter, with (or any successor thereto). With such form to be updated respect to Party B, a U.S. as may be requested pursuant to Section 4(a)(iiiby the Internal Revenue Form W-9 (with other party; and respect to, and executed by Long Beach Securities Corp.) in (ii) promptly upon duplicate (or any successor reasonable demand by the thereto). other Party. Party A and B Evidence reasonably satisfactory Upon execution of this AgreementYes. Upon request Other documents to be delivered are:- Party required the other party as to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Each Party B Group Member Annual Report the Agreement and, if requested, authority, incumbency and upon execution of any specimen signature of each Party B Group Member person Confirmation. executing any document on its behalf in connection with this Agreement, any Confirmation and of any Credit Support Provider Document. Party A and B A legal opinion from counsel to Upon execution of this No. each Party B thereof containing audited, consolidated in the form and Agreement. substance to be satisfactory to the other Party to whom such opinion is being delivered. Party A Annual audited financial Promptly after request upon Yes. statements certified by independent certified public accountants and prepared in accordance becoming publicly available. with generally accepted accounting principles in the country in which such the party is organized. PARTY REQUIRED TO COVERED DELIVER FORM/DOCUMENT/ DATE BY WHICH BY SECTION 3(d) DOCUMENT CERTIFICATE TO BE DELIVERED REPRESENTATION Party A and such Credit Support Provider is organized and any other financial information and/or tax returns with respect to each A certificate of the Secretary or Upon delivery of this Yes. Party B Group Member as may be requested by Party A from time to timeanother authorized officer (or, Agreement. Promptly upon request Yes Each Party B Group Member Quarterly Financial Statements of each Party B Group Member and any Credit Support Provider in the case of Party B thereof containing unauditedA, consolidated financial statements the current authorized signature book of such party's fiscal quarter prepared in accordance with generally accepted accounting principles in ) specifying the country in which such party and such Credit Support Provider is organized Promptly upon request Yes Party A and each Party B Group Member Certified copies of all corporate authorizations and any other documents with respect to the executionnames, delivery and performance of this Agreement and any Credit Support Document Upon execution and delivery of this Agreement Yes Party A and each Party B Group Member Certificate of titles, authority and specimen signatures of individuals executing this Agreement any Credit Support Document and Confirmations Upon execution and delivery of the persons authorized to execute this Agreement and thereafter upon request of the other party Yes Each each Confirmation on its behalf. Party B Group Member Such other documents as Party A may reasonably request from time copy of each Remittance Report Upon being delivered to timethe Yes. Upon request by Party A Yeswith respect to each Distribution Trust Administrator in Date. accordance with the Pooling and Servicing Agreement.

Agreement to Deliver Documents. For the purpose of Section 4(a)(i) and (ii) of this Agreement, Party A and each Party B Group Member party agrees to deliver the following documents, as applicable: Tax forms, documents or certificates to be delivered are: Party required to deliver document FormCOVERED BY PARTY REQUIRED TO DATE BY WHICH SECTION 3(d) DELIVER DOCUMENT FORM/Document/Certificate Date by which to be delivered DOCUMENT/ CERTIFICATE TO BE DELIVERED REPRESENTATION Party A and each With respect to Party A, an (i) Upon the execution Yes. Party B Group Member Any form, document or certificate as may be requested pursuant to Section 4(a)(iii) executed U.S. Internal Revenue of this AgreementAgreement or Service Form W-8ECI, in duplicate shortly thereafter, (or any successor thereto). Upon request Other documents With with such form to be delivered are:- respect to Party required B, a U.S. updated as requested by Internal Revenue Form W-9 (with the other party; and respect to, and executed by, Long Beach Asset Holdings Corp.) in (ii) promptly upon duplicate (or any successor reasonable demand by thereto). the other Party. Party A and B Evidence reasonably satisfactory Upon execution of this Yes. to deliver document Form/Document/Certificate Date by which the other party as to be delivered Covered by Section 3(d) Representation Each Party B Group Member Annual Report the Agreement and, if requested, authority, incumbency and specimen upon execution of any signature of each Party B Group Member person executing Confirmation. any document on its behalf in connection with this Agreement, any Confirmation and of any Credit Support Provider Document. Party A and B A legal opinion from counsel to Upon execution of this No. each Party B thereof containing audited, consolidated in the form and Agreement. substance to be satisfactory to the other Party to whom such opinion is being delivered. Party A Annual audited financial Promptly after request upon Yes. statements certified by independent certified public accountants and prepared in accordance becoming publicly available. with generally accepted accounting principles in the country in which such the party is organized. Party A and such Credit Support Provider is organized and any other financial information and/or tax returns with respect to each A certificate of the Secretary or Upon delivery of this Yes. Party B Group Member as may be requested by Party A from time to timeanother authorized officer (or, in Agreement. Promptly upon request Yes Each Party B Group Member Quarterly Financial Statements of each Party B Group Member and any Credit Support Provider the case of Party B thereof containing unauditedA, consolidated financial statements the current authorized signature book of such party's fiscal quarter prepared in accordance with generally accepted accounting principles in ) specifying the country in which such party and such Credit Support Provider is organized Promptly upon request Yes Party A and each Party B Group Member Certified copies of all corporate authorizations and any other documents with respect to the executionnames, delivery and performance of this Agreement and any Credit Support Document Upon execution and delivery of this Agreement Yes Party A and each Party B Group Member Certificate of titles, authority and specimen signatures of individuals executing this Agreement any Credit Support Document and Confirmations Upon execution and delivery of the persons authorized to execute this Agreement and thereafter upon request each Confirmation on its behalf. Party B A copy of the other party Yes Each Party B Group Member Such other documents as Party A may reasonably request from time Monthly Servicer Upon being delivered to timethe Yes. Upon request by Party A YesRemittance with respect to each Trustee in accordance with Distribution Date. the Pooling and Servicing Agreement.

Agreement to Deliver Documents. For the purpose of Section 4(a)(i) and (ii4(a)(ii) of this Agreement, Party A and each Party B Group Member party agrees to deliver the following documents: Tax forms, documents or certificates to be delivered areas applicable: Party required to deliver document documents Form/Document/Certificate Date by which to be delivered Party A and each Party B Group Member Any form, document or certificate as may be requested pursuant to Section 4(a)(iii) of this Agreement. Upon request Other documents to be delivered are:- Party required to deliver document Form/Document/Document/ Certificate Date by which to be delivered Covered by Section 3(d) Representation Each Party A and Party B Group Member Annual Report Evidence reasonably satisfactory to the other party as to the names, true signatures and authority of each the officer or officials signing this Agreement or the Confirmation on its behalf Upon execution of this Agreement and the related Confirmation Yes Party B Group Member A Opinions of counsel to Party A and of any its Credit Support Provider of reasonably satisfactory in form and substance to Party B thereof containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized and any other financial information and/or tax returns with respect to each this Agreement and the Credit Support Document specified in Part 4(e) Upon execution of this Agreement No Party B Group Member as may be requested by Party A from time to time. Promptly upon request Yes Each Party B Group Member Quarterly Financial Statements of each Party B Group Member and any Credit Support Provider of Party B thereof containing unaudited, consolidated financial statements of such party's fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized Promptly upon request Yes Party A and each Party B Group Member Certified copies of all documents evidencing the necessary corporate authorizations and any other documents approvals with respect to the execution, delivery delivery, and performance of this Agreement and any Credit Support Document derivatives transactions Upon execution and delivery of this Agreement Yes Party A Correct, complete and each executed U.S. Internal Revenue Form W-9 or any successor thereto Upon execution of this Agreement, upon the appointment of a successor Subordination Agent, and at any time upon reasonable request by Party B Group Member Certificate of authority Not applicable Party B Correct, complete and specimen signatures of individuals executing this Agreement executed U.S. Internal Revenue Form W-9 or any Credit Support Document and Confirmations successor thereto Upon execution and delivery of this Agreement Agreement, upon the appointment of a successor Subordination Agent, and thereafter at any time upon request of the other party Yes Each Party B Group Member Such other documents as Party A may reasonably request from time to time. Upon reasonable request by Party A Not applicable Party A Credit Support Document specified in Part 4(e) Upon execution of this Agreement Yes