Common use of Intention of the Parties and Interpretation Clause in Contracts

Intention of the Parties and Interpretation. The Purchaser and the Servicer acknowledge and agree that the purpose of Sections 7.04, 7.05 and this 7.07 is to facilitate compliance by the Master Servicer and the Depositor with the provisions of Regulation AB, as such may be amended from time to time and subject to clarification and interpretive advice as may be issued by the staff of the SEC from time to time. 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) the Servicer’s obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, 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 comply with requests made by the Master Servicer or the Depositor for delivery of additional or different information as the Master Servicer or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect such changes in the Servicer’s obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB. Neither the Purchaser, nor any Depositor or Master Servicer 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 SEC thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Purchaser (including any of its assignees or designees, any Depositor and any Master Servicer) shall cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser’s reasonable judgment, to comply with Regulation AB.

Intention of the Parties and Interpretation. The Purchaser Each of the parties acknowledges and the Servicer acknowledge and agree agrees that the purpose of Sections 7.043.20, 7.05 3.21 and 4.07 of this 7.07 Agreement is to facilitate compliance by the Master Servicer and the Depositor with the provisions of Regulation ABAB promulgated by the Commission under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and subject to clarification and interpretive advice as may be issued by the staff of the SEC Commission from time to time. Therefore, each of the Servicer parties (other than the Servicer) agrees that (a) the obligations of the Servicer parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the Servicer’s parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice opinion of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the Servicer parties shall comply with requests made by the Master Servicer or the Depositor for delivery of additional or different information, to the extent that such information is available or reasonably attainable, as the Master Servicer Depositor or the Depositor Servicer may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the Servicer’s parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB; provided, however, that any such changes shall require the consent of each of the parties hereto. Neither the Purchaser, nor any The Depositor or Master Servicer 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 SEC thereunder (Commission thereunder. The Servicer 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, and agrees to negotiate in good faith with the Depositor and the Trust Administrator with regard to any reasonable requests for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The Servicer shall cooperate fully with the Depositor and the Trust Administrator to deliver to the Depositor or the provision Trust Administrator, as applicable, any and all statements, reports, certifications, records and any other information necessary to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, and any parties or items identified in a private offering writing by the Depositor or the Trust Administrator, including, any Sub-Servicer or the servicing of disclosure comparable the Mortgage Loans necessary in order to that required under the Securities Act)effect such compliance. The Purchaser (including any of its assignees or designees, any Depositor and any Master Servicer) shall agrees that it will cooperate with the Servicer by providing and provide sufficient and timely notice of any information requirements pertaining to this transaction. The Depositor will make all reasonable efforts to contain requests for information under these provisions and by reasonably limiting such requests information, reports or any other materials to information required, in the Purchaser’s reasonable judgment, to comply items required for compliance with Regulation AB, and shall not request information which is not required for such compliance.

Intention of the Parties and Interpretation. Each of the parties acknowledges and agrees that the purpose of Sections 3.17, 3.18, 3.19, 3.27, 4.15, 4.16, 4.17, 4.18 and 5.06 of this Agreement is to facilitate compliance by the Sponsor, the Master Servicer, the Securities Administrator and the Depositor with the provisions of Regulation AB. The Purchaser Master Servicer and the Servicer acknowledge and agree that the purpose of Sections 7.043.17, 7.05 3.18, 3.19 and 3.27 of this 7.07 Agreement is to facilitate compliance by the Master Servicer and the Depositor with the provisions of Regulation AB, as such may be amended from time to time AB and subject to clarification related rules and interpretive advice as may be issued by the staff regulations of the SEC from time to timeCommission. ThereforeNone of the Master Servicer, the Servicer agrees that (a) Servicer, the obligations of the Servicer hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the Servicer’s obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, 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 comply with requests made by the Master Servicer Trust or the Depositor for delivery of additional or different information as the Master Servicer or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect such changes in the Servicer’s obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB. Neither the Purchaser, nor any Depositor or Master Servicer 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 SEC thereunder (Commission thereunder. The Servicer 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, and agrees to negotiate in good faith with the Master Servicer or the provision in a private offering Depositor with regard to any reasonable requests for delivery of disclosure comparable to that required information under these provisions on the Securities Act)basis of evolving interpretations of Regulation AB. The Purchaser (including any of its assignees or designeesServicer shall cooperate fully with the Master Servicer deliver to the Master Servicer and the Depositor, any Depositor and all statements, reports, certifications, records and any other information necessary to permit the Master Servicer or the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer) shall , and any parties or items identified in writing by the Servicer, including, any Sub-Servicer or the servicing of the Mortgage Loans necessary in order to effect such compliance. The Master Sxxxxxxx agrees that it will cooperate with the Servicer by providing and provide sufficient and timely notice of any information requirements hereunder. The Master Servicer will make all reasonable efforts to contain requests for information under these provisions and by reasonably limiting such requests information, reports or any other materials to information required, in the Purchaser’s reasonable judgment, to comply items required for compliance with Regulation AB., and shall not request information which is not required for such compliance. 227

Intention of the Parties and Interpretation. The Purchaser Each of the parties acknowledges and the Servicer acknowledge and agree agrees that the purpose of Sections 7.043.20, 7.05 3.21 and 4.05 of this 7.07 Agreement is to facilitate compliance by the Master Servicer and the Depositor with the provisions of Regulation ABAB promulgated by the Commission under the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and subject to clarification and interpretive advice as may be issued by the staff of the SEC Commission from time to time. Therefore, each of the Servicer parties (other than the Servicer) agrees that (a) the obligations of the Servicer parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the Servicer’s parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, 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 parties shall comply comply, with requests made by the Master Servicer or the Depositor for delivery of additional or different information as the Master Servicer or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the Servicer’s parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB. Neither the Purchaser, nor any The Depositor or Master Servicer shall not exercise its right to request delivery of information or other performance under these the provisions of Regulation AB promulgated by the Commission under the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and subject to clarification and interpretive advice as may be issued by the staff of the Commission from time to time, 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 SEC thereunder (Commission thereunder. The Servicer 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, and agrees to negotiate in good faith with the Depositor with regard to any reasonable requests for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The Servicer shall cooperate fully with the Depositor to deliver to the Depositor, any and all statements, reports, certifications, records and any other information necessary to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, and any parties or items identified in writing by the Depositor, including, any Sub-Servicer or the provision servicing of the Mortgage Loans necessary in a private offering of disclosure comparable order to that required under the Securities Act)effect such compliance. The Purchaser (including any of its assignees or designees, any Depositor and any Master Servicer) shall agrees that it will cooperate with the Servicer by providing timely notice of requests for information any information, under these provisions and by reasonably limiting such requests to information required, in the PurchaserDepositor’s reasonable judgment, to comply with Regulation AB.

Intention of the Parties and Interpretation. The Purchaser Each of the parties acknowledges and the Servicer acknowledge and agree agrees that the purpose of Sections 7.043.20, 7.05 3.21, 3.25 and 4.03 of this 7.07 Agreement is to facilitate compliance by the Master Servicer and the Depositor with the provisions of Regulation ABAB promulgated by the Commission under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and subject to clarification and interpretive advice as may be issued by the staff of the SEC Commission from time to time. Therefore, each of the Servicer parties agrees that (a) the obligations of the Servicer parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the Servicer’s parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, 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 parties shall comply with requests made by the Master Servicer Depositor or the Depositor Trustee for delivery of additional or different information as the Master Servicer Depositor or the Depositor Trustee may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the Servicer’s parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB. Neither the Purchaser, nor any The Depositor or Master Servicer shall not exercise its right to request delivery of information or other performance under these the provisions of Regulation AB promulgated by the Commission under the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and subject to clarification and interpretive advice as may be issued by the staff of the Commission from time to time, 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 SEC thereunder (Commission thereunder. The Servicer 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, and agrees to negotiate in good faith with the Depositor with regard to any reasonable requests for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The Servicer shall cooperate fully with the Depositor to deliver to the Depositor, any and all statements, reports, certifications, records and any other information necessary to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, and any parties or items identified in writing by the Depositor, including, any Sub-Servicer or the provision servicing of the Mortgage Loans necessary in a private offering of disclosure comparable order to that required under the Securities Act)effect such compliance. The Purchaser (including any of its assignees or designees, any Depositor and any Master Servicer) shall agrees that it will cooperate with the Servicer by providing timely notice of requests for information any information, under these provisions and by reasonably limiting such requests to information required, in the PurchaserDepositor’s reasonable judgment, to comply with Regulation AB.