Common use of Compliance with Regulation AB; Cooperation of Parties Clause in Contracts

Compliance with Regulation AB; Cooperation of Parties. Notwithstanding any other provision of this Agreement, the Servicer acknowledges and agrees that the purpose of Sections 3.02, 3.22, 3.23, 3.24, 3.30, 6.05 and 7.01(i) and Exhibit S of this Agreement is to facilitate compliance by the Securities Administrator, the Master Servicer and the Depositor with the provisions of Regulation AB. Therefore, the Servicer agrees that (a) the obligations of the Servicer hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) such obligations may change over time due to interpretive advice or guidance of the Commission, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the Servicer shall agree to enter into such amendments to this Agreement as may be necessary, in the judgment of the Servicer, the Depositor, the Master Servicer and the Securities Administrator and their respective counsel, to comply with such interpretive advice or guidance, convention, consensus, advice of counsel, or otherwise, (d) the Servicer shall otherwise comply with requests made by the Trustee, the Securities Administrator, the Master Servicer or the Depositor, and mutually agreed upon by the Servicer, for delivery of additional or different information reasonably available to the Servicer as such parties may determine in good faith is necessary to comply with the provisions of Regulation AB and (e) the Servicer shall (i) agree to such modifications and enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor, the Master Servicer and the Securities Administrator and their respective counsel and mutually agreed upon by the Servicer, to comply with any such clarification, interpretive guidance, convention or consensus and (ii) promptly upon request provide to the Depositor or the Securities Administrator for inclusion in any periodic report required to be filed under the Securities Exchange Act, such items of information reasonably available to the Servicer regarding this Agreement and matters related to the Servicer (collectively, the “Servicer Information”), provided that such information shall be required to be provided by the Servicer only to the extent that such shall be determined by the Depositor or the Master Servicer in its sole discretion and its counsel to be necessary or advisable to comply with any Commission and industry guidance and convention.

Compliance with Regulation AB; Cooperation of Parties. Notwithstanding any other provision of this Agreement, the Servicer acknowledges and agrees that the purpose of Sections 3.02, 3.22, 3.23, 3.24, 3.303.29, 6.05 and 6.05, 7.01(i) and 8.12 and Exhibit S of this Agreement is to facilitate compliance by the Securities Administrator, the Master Servicer and the Depositor with the provisions of Regulation AB. Therefore, the Servicer agrees that (a) the obligations of the Servicer hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) such obligations may change over time due to interpretive advice or guidance of the Commission, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the Servicer shall agree to enter into such amendments to this Agreement as may be necessary, in the judgment of the Servicer, the Depositor, the Master Servicer and the Securities Administrator and their respective counsel, to comply with such interpretive advice or guidance, convention, consensus, advice of counsel, or otherwise, (d) the Servicer shall otherwise comply with requests made by the Trustee, the Securities Administrator, the Master Servicer or the Depositor, and mutually agreed upon by the Servicer, for delivery of additional or different information reasonably available to the Servicer as such parties may determine in good faith is necessary to comply with the provisions of Regulation AB and (e) the Servicer shall (i) agree to such modifications and enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor, the Master Servicer and the Securities Administrator and their respective counsel and mutually agreed upon by the Servicer, to comply with any such clarification, interpretive guidance, convention or consensus and (ii) promptly upon request provide to the Depositor or the Securities Administrator for inclusion in any periodic report required to be filed under the Securities Exchange Act, such items of information reasonably available to the Servicer regarding this Agreement and matters related to the Servicer (collectively, the “Servicer Information”), provided that such information shall be required to be provided by the Servicer only to the extent that such shall be determined by the Depositor or the Master Servicer in its sole discretion and its counsel to be necessary or advisable to comply with any Commission and industry guidance and convention.

Compliance with Regulation AB; Cooperation of Parties. Notwithstanding any other provision of this Agreement, the Servicer acknowledges and agrees that the purpose of Sections 3.02, 3.22, 3.23, 3.24, 3.303.29, 6.05 and 7.01(i) and Exhibit S of this Agreement is to facilitate compliance by the Trustee, the Securities Administrator, the Master Servicer and the Depositor with the provisions of Regulation AB. Therefore, the Servicer agrees that (a) the obligations of the Servicer hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) such obligations may change over time due to interpretive advice or guidance of the Commission, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the Servicer shall agree to enter into such amendments to this Agreement as may be necessary, in the judgment of the Servicer, the Depositor, the Master Servicer and the Securities Administrator and their respective counsel, to comply with such interpretive advice or guidance, convention, consensus, advice of counsel, or otherwise, (d) the Servicer shall otherwise comply with requests made by the Trustee, the Securities Administrator, the Master Servicer or the Depositor, and mutually agreed upon by the Servicer, for delivery of additional or different information reasonably available to the Servicer as such parties may determine in good faith is necessary to comply with the provisions of Regulation AB and (e) the Servicer shall (i) agree to such modifications and enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor, the Master Servicer and the Securities Administrator and their respective counsel counsel,, and mutually agreed upon by the Servicer, to comply with any such clarification, interpretive guidance, convention or consensus and (ii) promptly upon request provide to the Depositor or the Securities Administrator for inclusion in any periodic report required to be filed under the Securities Exchange Act, such items of information reasonably available to the Servicer regarding this Agreement and matters related to the Servicer (collectively, the “Servicer Information”), provided that such information shall be required to be provided by the Servicer only to the extent that such shall be determined by the Depositor or the Master Servicer in its sole discretion and its counsel to be necessary or advisable to comply with any Commission and industry guidance and convention.

Compliance with Regulation AB; Cooperation of Parties. Notwithstanding any other provision of this Agreement, the Servicer acknowledges and agrees that the purpose of Sections 3.02, 3.22, 3.23, 3.24, 3.303.29, 6.05 and 7.01(i) and Exhibit S of this Agreement is to facilitate compliance by the Securities Administrator, the Master Servicer and the Depositor with the provisions of Regulation AB. Therefore, the Servicer agrees that (a) the obligations of the Servicer hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) such obligations may change over time due to interpretive advice or guidance of the Commission, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the Servicer shall agree to enter into such amendments to this Agreement as may be necessary, in the judgment of the Servicer, the Depositor, the Master Servicer and the Securities Administrator and their respective counsel, to comply with such interpretive advice or guidance, convention, consensus, advice of counsel, or otherwise, (d) the Servicer shall otherwise comply with requests made by the Trustee, the Securities Administrator, the Master Servicer or the Depositor, and mutually agreed upon by the Servicer, for delivery of additional or different information reasonably available to the Servicer as such parties may determine in good faith is necessary to comply with the provisions of Regulation AB and (e) the Servicer shall (i) agree to such modifications and enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor, the Master Servicer and the Securities Administrator and their respective counsel and mutually agreed upon by the Servicer, to comply with any such clarification, interpretive guidance, convention or consensus and (ii) promptly upon request provide to the Depositor or the Securities Administrator for inclusion in any periodic report required to be filed under the Securities Exchange Act, such items of information reasonably available to the Servicer regarding this Agreement and matters related to the Servicer (collectively, the “Servicer Information”), provided that such information shall be required to be provided by the Servicer only to the extent that such shall be determined by the Depositor or the Master Servicer in its sole discretion and its counsel to be necessary or advisable to comply with any Commission and industry guidance and convention.

Compliance with Regulation AB; Cooperation of Parties. Notwithstanding any other provision of this Agreement, the Servicer acknowledges and agrees that the purpose of Sections 3.02, 3.22, 3.23, 3.24, 3.303.29, 6.05 and 7.01(i) and Exhibit S of this Agreement is to facilitate compliance by the Trustee, the Securities Administrator, the Master Servicer and the Depositor with the provisions of Regulation AB. Therefore, the Servicer agrees that (a) the obligations of the Servicer hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) such obligations may change over time due to interpretive advice or guidance of the Commission, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the Servicer shall agree to enter into such amendments to this Agreement as may be necessary, in the judgment of the Servicer, the Depositor, the Master Servicer and the Securities Administrator and their respective counsel, to comply with such interpretive advice or guidance, convention, consensus, advice of counsel, or otherwise, (d) the Servicer shall otherwise comply with requests made by the Trustee, the Securities Administrator, the Master Servicer or the Depositor, and mutually agreed upon by the Servicer, for delivery of additional or different information reasonably available to the Servicer as such parties may determine in good faith is necessary to comply with the provisions of Regulation AB and (e) the Servicer shall (i) agree to such modifications and enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor, the Master Servicer and the Securities Administrator and their respective counsel counsel, and mutually agreed upon by the Servicer, to comply with any such clarification, interpretive guidance, convention or consensus and (ii) promptly upon request provide to the Depositor or the Securities Administrator for inclusion in any periodic report required to be filed under the Securities Exchange Act, such items of information reasonably available to the Servicer regarding this Agreement and matters related to the Servicer (collectively, the “Servicer Information”), provided that such information shall be required to be provided by the Servicer only to the extent that such shall be determined by the Depositor or the Master Servicer in its sole discretion and its counsel to be necessary or advisable to comply with any Commission and industry guidance and convention.

Compliance with Regulation AB; Cooperation of Parties. Notwithstanding any other provision of this Agreement, the Servicer acknowledges and agrees that the purpose of Sections 3.02, 3.22, 3.23, 3.24, 3.30, 6.05 and 7.01(i) and Exhibit S of this Agreement is to facilitate compliance by the Securities Administrator, the Master Servicer and the Depositor with the provisions of Regulation AB. Therefore, the Servicer agrees that (a) the obligations of the Servicer hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) such obligations may change over time due to interpretive advice or guidance of the Commission, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the Servicer shall agree to enter into such amendments to this Agreement as may be necessary, in the judgment of the Servicer, the Depositor, the Master Servicer and the Securities Administrator and their respective counsel, to comply with such interpretive advice or guidance, convention, consensus, advice of counsel, or otherwise, (d) the Servicer shall otherwise comply with reasonable requests made by the Trustee, the Securities Administrator, the Master Servicer or the Depositor, and mutually agreed upon by the Servicer, for delivery of additional or different information reasonably available to the Servicer as such parties may determine in good faith is necessary to comply with the provisions of Regulation AB and (e) the Servicer shall (i) agree to such modifications and enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor, the Master Servicer and the Securities Administrator and their respective counsel and mutually agreed upon by the Servicer, to comply with any such clarification, interpretive guidance, convention or consensus and (ii) promptly upon request provide to the Depositor or the Securities Administrator for inclusion in any periodic report required to be filed under the Securities Exchange Act, such items of information reasonably available to the Servicer regarding this Agreement and matters related to the Servicer (collectively, the “Servicer Information”), provided that such information shall be required to be provided by the Servicer only to the extent that such shall be determined by the Depositor or the Master Servicer in its sole discretion (or, in the case of information provided under clauses (c) and (d) of this Section 6.06, with the consent of the Servicer) and its counsel to be necessary or advisable to comply with any Commission and industry guidance and convention.

Compliance with Regulation AB; Cooperation of Parties. Notwithstanding any other provision of this Agreement, the Servicer acknowledges and agrees that the purpose of Sections 3.02, 3.22, 3.23, 3.24, 3.303.29, 6.05 and 7.01(i) and Exhibit S of this Agreement is to facilitate compliance by the Securities Administrator, the Master Servicer and the Depositor with the provisions of Regulation AB. Therefore, the Servicer agrees that (a) the obligations of the Servicer hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) such obligations may change over time due to interpretive advice or guidance of the Commission, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the Servicer shall agree to enter into such amendments to this Agreement as may be necessary, in the judgment of the Servicer, the Depositor, the Master Servicer and the Securities Administrator and their respective counsel, to comply with such interpretive advice or guidance, convention, consensus, advice of counsel, or otherwise, (d) the Servicer shall otherwise comply with requests made by the Trustee, the Securities Administrator, the Master Servicer or the Depositor, and mutually agreed upon by the Servicer, for delivery of additional or different information reasonably available to the Servicer as such parties may determine in good faith is necessary to comply with the provisions of Regulation AB and (e) the Servicer shall (i) agree to such modifications and enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor, the Master Servicer and the Securities Administrator and their respective counsel and mutually agreed upon by the Servicer, to comply with any such clarification, interpretive guidance, convention or consensus and (ii) promptly upon request provide to the Depositor or the Securities Administrator for inclusion in any periodic report required to be filed under the Securities Exchange Act, such items of information reasonably available to the Servicer regarding this Agreement and matters related to the Servicer (collectively, the “Servicer Information”), provided that such information shall be required to be provided by the Servicer only to the extent that such shall be determined by the Depositor or the Master Servicer in its sole discretion and its counsel to be necessary or advisable to comply with any Commission and industry guidance and convention.