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

Intention of the Parties and Interpretation. Each of the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21 and 4.07 of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB 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 Commission from time to time. Therefore, each of the parties (other than the Servicer) agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the 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, opinion of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with requests made by the Depositor for delivery of additional or different information, to the extent that such information is available or reasonably attainable, as the Depositor or the 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 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. The Depositor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission 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 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 writing by the Depositor or the Trust Administrator, including, any Sub-Servicer or the servicing of the Mortgage Loans necessary in order to effect such compliance. The Depositor agrees that it will cooperate with the Servicer 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, reports or any other materials to 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 Purchaser and the parties acknowledges Servicer acknowledge and agrees agree that the purpose of Sections 3.207.04, 3.21 7.05 and 4.07 of this Agreement 7.07 is to facilitate compliance by the Master Servicer and the Depositor with the provisions of Regulation AB promulgated by the Commission under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123)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 Commission SEC from time to time. Therefore, each of the parties (other than the Servicer) Servicer agrees that (a) the obligations of the parties Servicer hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ 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, opinion advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties Servicer 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 Depositor Master Servicer or the Servicer 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 parties’ Servicer’s obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB; provided. Neither the Purchaser, however, that nor any such changes Depositor or Master Servicer shall require the consent of each of the parties hereto. The Depositor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderSEC thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer acknowledges that interpretations Purchaser (including any of the requirements of Regulation AB may change over timeits assignees or designees, whether due to interpretive guidance provided by the Commission or its staff, any Depositor and agrees to negotiate in good faith any Master Servicer) shall cooperate with the Depositor and the Trust Administrator with regard to any reasonable Servicer by providing timely notice of requests for delivery of information under these provisions on and by reasonably limiting such requests to information required, in 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 Trust AdministratorPurchaser’s reasonable judgment, 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 writing by the Depositor or the Trust Administrator, including, any Sub-Servicer or the servicing of the Mortgage Loans necessary in order to effect such compliance. The Depositor agrees that it will cooperate with the Servicer 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, reports or any other materials to 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 3.203.13, 3.21 3.14, 3.18 and 4.07 5.12 of this Agreement is to facilitate compliance by the Sponsor and the Depositor with the provisions of Regulation AB promulgated by the Commission SEC under the 1934 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 SEC from time to time. Therefore, each of the parties (other than the Servicer) agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the 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, opinion advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with requests made by the Sponsor or the Depositor for delivery of additional or different information, to the extent that such information is available or reasonably attainable, as the Depositor Sponsor or the Servicer 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 parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB; provided. Notwithstanding the foregoing, howeverthe Servicer shall be under no obligation to provide any information in addition to that required by Sections 3.13, that any such changes shall require the consent 3.14, 3.18 and 5.12 of each this Agreement as of the parties hereto. The Closing Date that the Depositor shall deems required under Regulation AB if (i) the Servicer does not exercise believe that such additional information is required under Regulation AB and (ii) the Servicer is not providing such additional information for its right to request own securitizations, unless the Depositor pays all reasonable costs incurred by the Servicer in connection with the preparation and delivery of such additional 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 Servicer is given reasonable time to establish the necessary systems and regulations of the Commission thereunder. The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due procedures 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 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 produce such disclosures relating to the Servicer, and any parties or items identified in writing by the Depositor or the Trust Administrator, including, any Sub-Servicer or the servicing of the Mortgage Loans necessary in order to effect such compliance. The Depositor agrees that it will cooperate with the Servicer 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 additional information, reports or any other materials to 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 3.203.13, 3.21 3.14, 3.18 and 4.07 Section 5.17 of this Agreement is to facilitate compliance by the Sponsor and the Depositor with the provisions of Regulation AB promulgated by the Commission SEC under the 1934 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 SEC from time to time. Therefore, each of the parties (other than the Servicer) agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the 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, opinion advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with requests made by the Sponsor or the Depositor for delivery of additional or different information, to the extent that such information is available or reasonably attainable, as the Depositor Sponsor or the Servicer Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, AB and (d) no amendment of this Agreement shall be required to effect any such changes in the parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB; provided. Notwithstanding the foregoing, howeverthe Servicer shall be under no obligation to provide any information in addition to that required by Sections 3.13, that any such changes shall require the consent 3.14, 3.18 and Section 5.17 of each this Agreement as of the parties hereto. The Closing Date that the Depositor shall deems required under Regulation AB if (i) the Servicer does not exercise believe that such additional information is required under Regulation AB and (ii) the Servicer is not providing such additional information for its right to request own securitizations, unless the Depositor pays all reasonable costs incurred by the Servicer in connection with the preparation and delivery of such additional 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 Servicer is given reasonable time to establish the necessary systems and regulations of the Commission thereunder. The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due procedures 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 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 produce such disclosures relating to the Servicer, and any parties or items identified in writing by the Depositor or the Trust Administrator, including, any Sub-Servicer or the servicing of the Mortgage Loans necessary in order to effect such compliance. The Depositor agrees that it will cooperate with the Servicer 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 additional information, reports or any other materials to 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 3.20, 3.21 and 4.07 4.05 of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB promulgated by the Commission under the 1934 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. Therefore, each of the parties (other than the Servicer) agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the 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, opinion advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply comply, with requests made by the Depositor for delivery of additional or different information, to the extent that such information is available or reasonably attainable, as the Depositor or the 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 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. The Depositor 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 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 Trust Administrator, as applicableDepositor, 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 or the Trust AdministratorDepositor, including, any Sub-Servicer or the servicing of the Mortgage Loans necessary in order to effect such compliance. The Depositor agrees that it will cooperate with the Servicer and provide sufficient and by providing timely notice of any information requirements pertaining to this transaction. The Depositor will make all reasonable efforts to contain requests for any information, reports or any other materials under these provisions and by reasonably limiting such requests to items required for compliance information required, in the Depositor’s reasonable judgment, to comply 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 3.20, 3.21 3.21, 3.25 and 4.07 4.03 of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB 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 Commission from time to time. Therefore, each of the parties (other than the Servicer) agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the 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, opinion advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with requests made by the Depositor or Trustee for delivery of additional or different information, to the extent that such information is available or reasonably attainable, as the Depositor or the Servicer 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 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. The Depositor 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 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 Trust Administrator, as applicableDepositor, 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 or the Trust AdministratorDepositor, including, any Sub-Servicer or the servicing of the Mortgage Loans necessary in order to effect such compliance. The Depositor agrees that it will cooperate with the Servicer and provide sufficient and by providing timely notice of any information requirements pertaining to this transaction. The Depositor will make all reasonable efforts to contain requests for any information, reports or any other materials under these provisions and by reasonably limiting such requests to items required for compliance information required, in the Depositor’s reasonable judgment, to comply 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 3.203.13, 3.21 3.14, 3.18 and 4.07 5.11 of this Agreement is to facilitate compliance by the Sponsor and the Depositor with the provisions of Regulation AB promulgated by the Commission SEC under the 1934 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 SEC from time to time. Therefore, each of the parties (other than the Servicer) agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the 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, opinion advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with requests made by the Sponsor or the Depositor for delivery of additional or different information, to the extent that such information is available or reasonably attainable, as the Depositor Sponsor or the Servicer 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 parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB; provided. Notwithstanding the foregoing, howeverthe Servicer shall be under no obligation to provide any information in addition to that required by Sections 3.13, that any such changes shall require the consent 3.14, 3.18 and 5.11 of each this Agreement as of the parties hereto. The Closing Date that the Depositor shall deems required under Regulation AB if (i) the Servicer does not exercise believe that such additional information is required under Regulation AB and (ii) the Servicer is not providing such additional information for its right to request own securitizations, unless the Depositor pays all reasonable costs incurred by the Servicer in connection with the preparation and delivery of such additional 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 Servicer is given reasonable time to establish the necessary systems and regulations of the Commission thereunder. The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due procedures 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 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 produce such disclosures relating to the Servicer, and any parties or items identified in writing by the Depositor or the Trust Administrator, including, any Sub-Servicer or the servicing of the Mortgage Loans necessary in order to effect such compliance. The Depositor agrees that it will cooperate with the Servicer 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 additional information, reports or any other materials to items required for compliance with Regulation AB, and shall not request information which is not required for such compliance.