Common use of Intent of Parties; Reasonableness Clause in Contracts

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. 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. From The Indenture Trustee 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 Issuer acknowledge and agree that the purpose of Section 7 3.09 of this Agreement is to facilitate compliance by the Purchaser Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Purchaser Neither the Issuer nor the Administrator (acting on behalf of the Issuer) 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 thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller 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 asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Purchaser Issuer (or the Administrator, acting on behalf of the Issuer) in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transactionthis transaction, the Seller Indenture Trustee shall cooperate fully with the Purchaser Issuer (or the Administrator, acting on behalf of the Issuer) to deliver to the Purchaser Issuer (including any or the Administrator, acting on behalf of its assignees or designeesthe Issuer), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Purchaser Issuer (or the Administrator, acting on behalf of the Issuer) to permit the Purchaser Issuer to comply with the provisions of Regulation AB, together with such disclosures relating to the SellerIndenture Trustee, any Subservicer, any Third-Party Originator Subservicer and the Mortgage LoansSpecified Leases and Specified Vehicles, or the servicing of the Mortgage LoansSpecified Leases and Specified Vehicles, reasonably believed by the Purchaser Issuer (or the Administrator, acting on behalf of the Issuer) to be necessary in order to effect such compliance. 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.