Common use of Intent of the Parties; Reasonableness Clause in Contracts

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Article Three of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the Sponsor, the Administrator nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (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 Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Issuer and Issuer the Administrator acknowledge and agree that the purpose of Article Three Section 20 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, Issuer nor the Administrator nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer Administrator 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 Issuer Indenture Trustee, the Servicer or any other party to the Administrator Transaction Documents in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer Administrator shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable Issuer (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 Issuer or the Administrator Issuer, to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to shall cooperate with the Servicer Administrator by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Issuer’s reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Article Three Sections 4.11, 4.12 and 4.14 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the Sponsor, the Administrator nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (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 Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Issuer and Issuer the Administrator acknowledge and agree that the purpose of Article Three Section 1.21 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, Issuer nor the Administrator nor the Issuer 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 federal securities laws, including the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer Administrator acknowledges that the requirements of, and that the 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, amendments to the regulation, or otherwise, and agrees to comply with requests made by the Issuer Indenture Trustee, the Servicer or any other party to the Administrator Transaction Documents in good faith for delivery of information under these provisions on the basis of evolving interpretations and rules of Regulation AB. In connection with this transactiontherewith, the Servicer Administrator shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable Issuer (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 Issuer or the Administrator Issuer, to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing shall provide timely notice of requests for information under these provisions and by reasonably limiting limit such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, required to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Indenture Trustee and Issuer acknowledge and agree that the purpose of Article Three Section 3.09 and 7.02(e) of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 federal securities laws, including the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder thereunder. Each of the parties hereto agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or the provision in a private offering of disclosure comparable to that required under guidance from the Securities Act). The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over timeand Exchange Commission, whether due to interpretive guidance provided by the Commission convention or its staff, consensus among active participants in the asset-backed securities markets, advice or otherwise in respect of counsel, or otherwise, the requirements of Regulation AB as they may be applied by the Securities and agrees Exchange Commission to the Issuer in connection with the Notes and (c) the parties shall comply with reasonable requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination behalf of the Issuer or the Administrator Indenture Trustee for delivery of additional or different information, to permit the Issuer or Administrator (acting on behalf of extent such information is available, as the Issuer) person requesting such information may determine in good faith is necessary for it to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer . Any and the Receivables, or the servicing of the Receivables, reasonably believed all expenses incurred by the Issuer or the Administrator to Indenture Trustee in compliance with this Section shall be necessary considered indemnities payable in order to effect such complianceaccordance with Section 6.07 hereof. The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 of the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Issuer and Issuer the Administrator acknowledge and agree that the purpose of Article Three Section 1.21 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, Issuer nor the Administrator nor the Issuer 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 federal securities laws, including the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer Administrator acknowledges that the requirements of, and that the 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, amendments to the regulation, or otherwise, and agrees to comply with requests made by the Issuer Indenture Trustee, the Servicer or any other party to the Administrator Transaction Documents in good faith for delivery of information under these provisions on the basis of evolving interpretations and rules of Regulation AB. In connection with this transactiontherewith, the Servicer Administrator shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (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 Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to shall cooperate with the Servicer Administrator by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Administrator’s, on behalf of the Issuer, reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Indenture Trustee and Issuer acknowledge and agree that the purpose of Article Three Sections 3.09 of this Agreement is to facilitate compliance by the Issuer and the Depositor Seller with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer 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 Issuer (or the Administrator 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 this transaction, the Servicer Indenture Trustee shall cooperate fully with the Administrator and Issuer (or the Issuer Administrator, acting on behalf of the Issuer) to deliver to the Administrator Issuer (or the Administrator, acting on behalf of the Issuer, as applicable (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 Issuer (or the Administrator to permit the Issuer or Administrator (Administrator, acting on behalf of the Issuer) to permit the Issuer to comply with the provisions of Regulation AB, together with such disclosures relating to the ServicerIndenture Trustee, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer (or the Administrator Administrator, acting on behalf of the Issuer) to be necessary in order to effect such compliance. The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Indenture Trustee and Issuer acknowledge and agree that the purpose of Article Three Sections 3.09 of this Agreement is to facilitate compliance by the Issuer and the Depositor Seller with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer 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 reasonable requests made by the Issuer (or the Administrator 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 this transaction, the Servicer Indenture Trustee shall cooperate fully with the Administrator and Issuer (or the Issuer Administrator, acting on behalf of the Issuer) to deliver to the Administrator Issuer (or the Administrator, acting on behalf of the Issuer, as applicable (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 Issuer (or the Administrator to permit the Issuer or Administrator (Administrator, acting on behalf of the Issuer) to permit the Issuer to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, Indenture Trustee reasonably believed by the Issuer (or the Administrator Administrator, acting in good faith on behalf of the Issuer) to be necessary in order to effect such compliance. The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Article Three Sections 4.11, 4.12 and 4.14 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the Sponsor, the Administrator nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (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 Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The SellerEligible Lender Trustee, ServicerAdministrator, Sponsor on behalf of the Issuer, and Issuer the Servicer acknowledge and agree that the purpose of Article Three VII of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the SponsorEligible Lender Trustee, Administrator, on behalf of the Administrator Issuer, nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Administrator, on behalf of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer Issuer, to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (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 Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, Servicer and/or any Subservicer and the Receivables, or the servicing of the ReceivablesTrust Student Loans, reasonably believed by the Issuer or Administrator, on behalf of the Administrator Issuer, to be necessary in order to effect such compliance. The Issuer shallAdministrator, and shall cause on behalf of the Administrator Issuer, (including any of its assignees or designees) to 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 Issuer’s reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Owner and Issuer the Servicer acknowledge and agree that the purpose of Article Three Section 31 of this Agreement is to facilitate compliance by the Issuer Owner and the any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the SponsorSecurities Act, the Administrator Servicer acknowledges that investors in privately offered securities may require that the Owner or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Owner nor the Issuer any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer Owner or the Administrator any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer shall cooperate fully with the Administrator and the Issuer Owner to deliver to the Administrator or Issuer, as applicable Owner (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer Owner or the Administrator any Depositor to permit the Issuer Owner or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the ReceivablesMortgage Loans, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Owner or the Administrator any Depositor to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Purchaser and Issuer the Company acknowledge and agree that the purpose of Article Three 2 of this Agreement is to facilitate compliance by the Issuer Purchaser and the any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Because Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the SponsorSecurities Act and there are market uncertainties with respect to the disclosure that investors in privately offered securities may request, the Administrator parties agree over time to negotiate in good faith with respect to the provision of comparable disclosure in private offerings. Neither the Purchaser nor the Issuer any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer Company 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, markets or advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or the Administrator negotiate in good faith with the Purchaser or any Depositor with regard to reasonable requests for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer Company shall cooperate fully with the Administrator and the Issuer Purchaser to deliver to the Administrator or Issuer, as applicable Purchaser (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer or the Administrator to permit the Issuer Purchaser or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the ServicerCompany, any Subservicer Subservicer, any Third-Party Originator and the ReceivablesMortgage Loans, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be Mortgage Loans necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator Purchaser (including any of its assignees or designees) to shall cooperate with the Servicer Company 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 or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Indenture Trustee and Issuer acknowledge and agree that the purpose of Article Three Sections 3.09 of this Agreement Indenture is to facilitate compliance by the Issuer and the Depositor Seller with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer 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 reasonable requests made by the Issuer (or the Administrator 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 this transaction, the Servicer Indenture Trustee shall cooperate fully with the Administrator and Issuer (or the Issuer Administrator, acting on behalf of the Issuer) to deliver to the Administrator Issuer (or the Administrator, acting on behalf of the Issuer, as applicable (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 Issuer (or the Administrator to permit the Issuer or Administrator (Administrator, acting on behalf of the Issuer) to permit the Issuer to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, Indenture Trustee reasonably believed by the Issuer (or the Administrator Administrator, acting in good faith on behalf of the Issuer) to be necessary in order to effect such compliance. The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Issuer and Issuer the Indenture Trustee acknowledge and agree that the purpose of Article Three Sections 3.9 and 6.6 of this Agreement Indenture is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer 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 reasonable requests made by the Issuer (or the Administrator 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 this transaction, the Servicer Indenture Trustee shall cooperate fully with the Administrator and Issuer (or the Issuer Administrator, acting on behalf of the Issuer) to deliver to the Administrator Issuer (or the Administrator, acting on behalf of the Issuer, as applicable (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 Issuer (or the Administrator to permit the Issuer or Administrator (Administrator, acting on behalf of the Issuer) to permit the Issuer to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, Indenture Trustee reasonably believed by the Issuer (or the Administrator Administrator, acting in good faith on behalf of the Issuer) to be necessary in order to effect such compliance. The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Article Three Sections 4.11 and 7.05 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the Sponsor, the Administrator nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (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 Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Purchaser and Issuer the Company acknowledge and agree that the purpose of Article Three 2 of this Agreement is to facilitate compliance by the Issuer Purchaser and the any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Purchaser nor the Issuer any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer Company 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 Issuer or the Administrator negotiate in good faith with the Purchaser or any Depositor with regard to any reasonable requests for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer Company shall cooperate fully with the Administrator and the Issuer Purchaser to deliver to the Administrator or Issuer, as applicable Purchaser (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer or the Administrator to permit the Issuer Purchaser or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the ServicerCompany, and any parties or items identified in writing by the Purchaser, including, any Subservicer Subservicer, any Third-Party Originator and the ReceivablesMortgage Loans, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be Mortgage Loans necessary in order to effect such compliance. The Issuer shallPurchaser agrees that it will cooperate with the Company and provide sufficient and timely notice of any information requirements pertaining to a Securitization Transaction. The Purchaser 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 cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests not request information which is not required for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation ABcompliance.

Intent of the Parties; Reasonableness. The SellerIssuer, Servicer, Sponsor the Eligible Lender Trustee and Issuer the Indenture Trustee acknowledge and agree that the purpose of Article Three XII of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None The Eligible Lender Trustee and the Administrator, on behalf of the SponsorIssuer, the Administrator nor 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 thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer 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 Issuer or Administrator, on behalf of the Administrator Issuer, in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer Indenture Trustee shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer Issuer, to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (including any of its assignees or designees), any and all statements, reports, certifications, records records, attestation, and any other information necessary in the good faith determination of the Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, Indenture Trustee or the servicing of the ReceivablesTrust Student Loans, reasonably believed by the Issuer or Administrator, on behalf of the Administrator Issuer, to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Indenture Trustee and Issuer acknowledge and agree that the purpose of Article Three of Section 3.09 and this Agreement Section 11.19 is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer acknowledges that interpretations Each of the requirements parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB may change over timeand (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, whether due to interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, advice in respect of counsel, or otherwisethe requirements of Regulation AB, and agrees to the parties shall comply with reasonable requests made by the Issuer Issuer, the Administrator or the Administrator Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuerextent such information is freely available and deliverable (provided that, as applicable (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 Issuer Issuer, the Administrator or the Administrator to permit the Issuer Indenture Trustee, such additional or Administrator (acting on behalf of the Issuer) different information is required to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance). The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Issuer and Issuer the Owner Trust Administrator acknowledge and agree that the purpose of Article Three Section 21 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Issuer nor the Issuer Owner Trust Administrator 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer Owner Trust Administrator 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 Issuer Indenture Trustee, the Servicer or any other party to the Administrator Basic Documents in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer Owner Trust Administrator shall cooperate fully with the Administrator and Owner Trust Administrator, on behalf of the Issuer to deliver to the Administrator or IssuerOwner Trust Administrator, as applicable on behalf of the Issuer (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 Issuer or the Administrator to permit the Issuer or Administrator (acting Owner Trust Administrator, on behalf of the Issuer) , to permit the Owner Trust Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to shall cooperate with the Servicer Owner Trust Administrator by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Owner Trust Administrator’s, on behalf of the Issuer, reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The SellerServicer and the Administrator, Serviceron behalf of the Issuer, Sponsor and Issuer acknowledge and agree that the purpose of Article Three VII of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, Servicer nor the Administrator nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or Administrator, on behalf of the Administrator Issuer, in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer Issuer, to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (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 Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, Servicer and/or any Subservicer and the Receivables, or the servicing of the ReceivablesTrust Student Loans, reasonably believed by the Issuer or Administrator, on behalf of the Administrator Issuer, to be necessary in order to effect such compliance. The Issuer shallAdministrator, and shall cause on behalf of the Administrator Issuer, (including any of its assignees or designees) to 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 Issuer's reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The SellerEligible Lender Trustee, ServicerAdministrator, Sponsor on behalf of the Issuer, and Issuer the Servicer acknowledge and agree that the purpose of Article Three VII of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Eligible Lender Trustee, Administrator, on behalf of the Sponsor, the Administrator Issuer nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Administrator, on behalf of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer Issuer, to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (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 Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, Servicer and/or any Subservicer and the Receivables, or the servicing of the ReceivablesTrust Student Loans, reasonably believed by the Issuer or Administrator, on behalf of the Administrator Issuer, to be necessary in order to effect such compliance. The Issuer shallAdministrator, and shall cause on behalf of the Administrator Issuer, (including any of its assignees or designees) to 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 Issuer’s reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The SellerEligible Lender Trustee, ServicerAdministrator, Sponsor on behalf of the Issuer, and Issuer the Servicer acknowledge and agree that the purpose of Article Three VII of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Eligible Lender Trustee, Administrator, on behalf of the SponsorIssuer, the Administrator nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Administrator, on behalf of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer Issuer, to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (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 Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, Servicer and/or any Subservicer and the Receivables, or the servicing of the ReceivablesTrust Student Loans, reasonably believed by the Issuer or Administrator, on behalf of the Administrator Issuer, to be necessary in order to effect such compliance. The Issuer shallAdministrator, and shall cause on behalf of the Administrator Issuer, (including any of its assignees or designees) to 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 Issuer’s reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The SellerIssuer, Servicer, Sponsor the Eligible Lender Trustee and Issuer the Indenture Trustee acknowledge and agree that the purpose of Article Three XII of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None The Eligible Lender Trustee and the Administrator, on behalf of the SponsorIssuer, the Administrator nor 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 thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer 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 Issuer or Administrator, on behalf of the Administrator Issuer, in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer Indenture Trustee shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer Issuer, to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (including any of its assignees or designees), any and all statements, reports, certifications, records records, attestation, and any other information necessary in the good faith determination of the Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, Indenture Trustee or the servicing of the ReceivablesTrust Student Loans, reasonably believed by the Issuer or Administrator, on behalf of the Administrator Issuer, to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Indenture Trustee and Issuer acknowledge and agree that the purpose of Article Three Section 3.09 and 7.02(e) of this Agreement Indenture is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 federal securities laws, including the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder thereunder. Each of the parties hereto agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or the provision in a private offering of disclosure comparable to that required under guidance from the Securities Act). The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over timeand Exchange Commission, whether due to interpretive guidance provided by the Commission convention or its staff, consensus among active participants in the asset-backed securities markets, advice or otherwise in respect of counsel, or otherwise, the requirements of Regulation AB as they may be applied by the Securities and agrees Exchange Commission to the Issuer in connection with the Notes and (c) the parties shall comply with reasonable requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination behalf of the Issuer or the Administrator Indenture Trustee for delivery of additional or different information, to permit the Issuer or Administrator (acting on behalf of extent such information is available, as the Issuer) person requesting such information may determine in good faith is necessary for it to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer . Any and the Receivables, or the servicing of the Receivables, reasonably believed all expenses incurred by the Issuer or the Administrator to Indenture Trustee in compliance with this Section shall be necessary considered indemnities payable in order to effect such complianceaccordance with Section 6.07 hereof. The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 of the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Indenture Trustee and Issuer acknowledge and agree that the purpose of Article Three Section 3.10 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer acknowledges that interpretations Each of the requirements parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB may change over timeand (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, whether due to interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, advice in respect of counsel, or otherwisethe requirements of Regulation AB, and agrees to the parties shall comply with reasonable requests made by the Issuer Issuer, the Administrator or the Administrator Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuerextent such information is freely available and deliverable (provided that, as applicable (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 Issuer Issuer, the Administrator or the Administrator to permit the Issuer Indenture Trustee, such additional or Administrator (acting on behalf of the Issuer) different information is required to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance). The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Owner and Issuer the Servicer acknowledge and agree that the a purpose of Article Three Section 3.01(m), 4.14, Sections 5.02, 6.04, 6.09 and 10.02 of this Agreement is to facilitate compliance by the Issuer Owner and the any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the SponsorOwner, the Administrator nor the Issuer any Master Servicer or any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer Owner or the Administrator any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Pass-Through Transfer, the Servicer shall cooperate fully with the Administrator and the Issuer Owner to deliver to the Administrator or Issuer, as applicable Owner (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer Owner or the Administrator any Depositor to permit the Issuer Owner or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer Subservicer, any Third-Party Originator and the ReceivablesMortgage Loans, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Owner or the Administrator any Depositor to be necessary in order to effect such compliance. The Issuer shallNotwithstanding anything to the contrary herein, the Servicer shall be under no obligation to provide information that the Owner deems required under Regulation AB if (i) the Servicer does not reasonably believe that such information is required under Regulation AB and shall cause (ii) the Administrator (including any of Servicer is not providing such information for its assignees or designees) to cooperate own securitizations unless the Owner pays all reasonable costs incurred by the Servicer in connection with the preparation and delivery of such information and the Servicer is given reasonable time to establish the necessary systems and procedures to produce such information; provided, however, that the costs incurred by providing timely notice of requests the Servicer in connection with establishing the necessary systems and procedures will be split pro rata with any other purchaser that makes a request for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation ABsimilar information.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Issuer and Issuer the Owner Trust Administrator acknowledge and agree that the purpose of Article Three Section 22 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Issuer nor the Issuer Owner Trust Administrator 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer Owner Trust Administrator 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 Issuer Indenture Trustee, the Servicer or any other party to the Administrator Basic Documents in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer Owner Trust Administrator shall cooperate fully with the Administrator and Owner Trust Administrator, on behalf of the Issuer to deliver to the Administrator or IssuerOwner Trust Administrator, as applicable on behalf of the Issuer (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 Issuer or the Administrator to permit the Issuer or Administrator (acting Owner Trust Administrator, on behalf of the Issuer) , to permit the Owner Trust Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to shall cooperate with the Servicer Owner Trust Administrator by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Owner Trust Administrator’s, on behalf of the Issuer, reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The SellerEach of the Issuer, Servicerthe Indenture Trustee, Sponsor the Seller and Issuer acknowledge the Servicer acknowledges and agree agrees that the purpose of Article Three Part II of this Agreement Appendix A is to facilitate compliance by the Issuer Issuer, the Indenture Trustee, the Seller, and the Depositor Servicer with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Issuer nor the Issuer Seller shall exercise its right to request delivery of information information, reports or other performance under these provisions other than in good faith, or for purposes other than compliance with Regulation AB. Each of the Securities ActIssuer, the Exchange Act Indenture Trustee, the Seller and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and the Servicer hereby agrees to reasonably comply with all reasonable requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statementsthe Indenture Trustee or the Seller, as the case may be, in good faith for delivery of such information or reports, certificationsincluding, records without limitation, any Servicer compliance statements and any other information necessary in reports, and assessments of compliance and attestation, as may be required under the good faith determination then-current interpretations of Regulation AB. Notwithstanding the Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf foregoing, each of the Issuer) , the Indenture Trustee, the Seller and the Servicer hereby agree to comply with the provisions all applicable sections of Regulation AB, together with such disclosures relating to including, without limitation, Item 1122 of Regulation AB, which includes the Servicerdelivery by the Servicer of compliance statements and assessment and attestation reports, any Subservicer and the Receivables, or Servicer shall obtain from each party participating in the servicing function the reports required by Item 1122 of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Indenture Trustee and Issuer acknowledge and agree that the purpose of Article Three Section 3.09 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 Commission thereunder thereunder. Each of the parties hereto agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or the provision in a private offering of disclosure comparable to that required under guidance from the Securities Act). The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over timeand Exchange Commission, whether due to interpretive guidance provided by the Commission convention or its staff, consensus among active participants in the asset-backed securities markets, advice or otherwise in respect of counsel, or otherwise, the requirements of Regulation AB as they may be applied by the Securities and agrees Exchange Commission to the Issuer in connection with the Notes and (c) the parties shall comply with reasonable requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination behalf of the Issuer or the Administrator Indenture Trustee for delivery of additional or different information, to permit the Issuer or Administrator (acting on behalf of extent such information is available, as the Issuer) person requesting such information may determine in good faith is necessary for it to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer . Any and the Receivables, or the servicing of the Receivables, reasonably believed all expenses incurred by the Issuer or the Administrator to Indenture Trustee in compliance with this Section shall be necessary considered indemnities payable in order to effect such complianceaccordance with Section 6.07 hereof. The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 of the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor and Issuer parties hereto acknowledge and agree that the purpose of Article Three XI of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. None of the Sponsor, the Administrator nor the Issuer The Depositor shall not exercise its right rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and and, in each case, the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer acknowledges parties hereto acknowledge 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 agree to comply with requests made by the Issuer or the Administrator Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with this transactionthe GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2017-GS8, each of the Master Servicer, the Servicer Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Administrator Depositor and the Issuer Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably attainable) necessary in the reasonable good faith determination of the Issuer or the Administrator Depositor to permit the Issuer or Administrator (acting on behalf of the Issuer) Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, any Subservicer the Special Servicer the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the ReceivablesCertificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer or the Administrator Depositor to be necessary in order to effect such compliance. The Issuer shall, and Each party to this Agreement shall cause the Administrator (including any have a reasonable period of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, time to comply with Regulation ABany written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Intent of the Parties; Reasonableness. The SellerExcept with respect to Section 11.09, ServicerSection 11.12, Sponsor Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Issuer Section 11.18, the parties hereto acknowledge and agree that the purpose of Article Three XI of this Agreement is to facilitate compliance by the Issuer Depositor (and the Depositor any Other Depositor) with the provisions of Regulation AB and related rules and regulations of the Commission. None of the SponsorThe Depositor, the Administrator nor Certificate Administrator, the Issuer Trustee, any Other Depositor and any Other Trustee shall exercise its right rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or and shall not exercise any such rights for purposes other than compliance with the Xxxx-Xxxxx Act, the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and and, in each case, the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer acknowledges parties to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time, whether time 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 agree to comply with reasonable requests made by the Issuer Depositor (or any Other Depositor or Other Trustee) or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with this transactiontransaction and any Other Securitization subject to Regulation AB, the Servicer Exchange Act or the Securities Act, subject to the preceding sentence, each of the parties to this Agreement shall cooperate (and, in the case of either Master Servicer or Special Servicer, shall cause any Sub-Servicer engaged by it (or, if such Sub-Servicer is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Sub-Servicer) to cooperate) fully with the Depositor and the Certificate Administrator and any Other Depositor or Other Trustee of any Other Securitization subject to Regulation AB, the Issuer to Exchange Act or the Securities Act that includes a Serviced Pari Passu Companion Loan, deliver (or notify and make available) to the Depositor or the Certificate Administrator or Issuer, as applicable any such Other Depositor or Other Trustee (including any of its their assignees or designees), ) (i) any and all statements, reports, certifications, records information in its possession and any other information necessary in the reasonable good faith determination of the Issuer Depositor, the Certificate Administrator or the Administrator such Other Depositor or Other Trustee, as applicable, to permit the Issuer Depositor or Administrator (acting on behalf of the Issuer) any such Other Depositor to comply in a timely manner with the provisions of Regulation AB, together with the Exchange Act and the Securities Act and (ii) such disclosures disclosure relating to the applicable Master Servicer, any Subservicer and the Receivablesapplicable Special Servicer, the Certificate Administrator, the Trustee, as applicable, or the servicing of the ReceivablesMortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Issuer Depositor, the Certificate Administrator or the Administrator related Other Depositor or the related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. The Issuer shallIn addition, with respect to each Servicing Function Participant that is a Designated Sub-Servicer of a party to this Agreement, such party shall use commercially reasonable efforts to cause such Designated Sub-Servicer to deliver or make available to the Depositor or the Certificate Administrator and shall cause the Administrator any such Other Depositor or Other Trustee, as applicable, (including any of its their assignees or designees) to cooperate with the Servicer by providing timely notice of requests for (i) any and all information under these provisions in its possession and by reasonably limiting such requests to information required, necessary in the reasonable judgment good faith determination of the Depositor or the Issuer Certificate Administrator or any such Other Depositor or Other Trustee to permit the Depositor or any such Other Depositor to comply with the provisions of Regulation AB, the Exchange Act and the Securities Act and (ii) such disclosure relating to the Servicing Function Participant or the AdministratorServicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, to comply satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with Regulation ABsuch obligation.

Intent of the Parties; Reasonableness. The Each of the Issuer, the Depositor, the Seller, Servicer, Sponsor the Servicer and Issuer acknowledge the Indenture Trustee acknowledges and agree agrees that the purpose of Article Three Part II of this Agreement Appendix B is to facilitate compliance by the Issuer Issuer, the Depositor, the Seller, the Servicer and the Depositor Indenture Trustee with the provisions of Regulation AB and the related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Issuer nor the Issuer Seller shall exercise its right to request delivery of information information, reports or other performance under these provisions other than in good faith, or for purposes other than compliance with Regulation AB. Each of the Securities ActIssuer, the Exchange Act Seller and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise. For so long as the Issuer is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, each of the Issuer, the Depositor, the Seller, the Servicer and the Indenture Trustee hereby agrees to reasonably comply with all reasonable requests made by any of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable other parties hereto (including any of its assignees or designees), any and all statementsas the case may be, in good faith for delivery of such information or reports, certificationsincluding, records without limitation, any Servicer compliance statements and any other information necessary reports (solely with respect to the Servicer), and assessments of compliance and attestation, as may be required under the then-current interpretations of Regulation AB. The servicing criteria to be addressed in the good faith determination Indenture Trustee’s assessment of compliance and attestation shall be set forth on Schedule I attached hereto and such assessments of compliance and attestations shall be provided by March 15th and shall only be required for years in which a 10-K is required to be filed. SCHEDULE I Servicing Criteria To Be Addressed In Assessment Of Compliance The assessment of compliance to be delivered by the Issuer or Indenture Trustee, shall address, at a minimum, the Administrator to permit the Issuer or Administrator (acting criteria identified as below as “Applicable Servicing Criteria”: Reference Criteria Cash Collection and Administration 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Investor Remittances and Reporting 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Issuertransaction agreements.* 1122(d)(3)(iii) Disbursements made to comply with the provisions of Regulation AB, together with such disclosures relating an investor are posted within two business days to the Servicer, any Subservicer and the Receivables’s investor records, or the servicing such other number of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, days specified in the reasonable judgment transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or the Issuer other form of payment, or the Administrator, as applicable, custodial bank statements. *Solely with respect to comply with Regulation AB.remittances

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Issuer and Issuer the Administrator acknowledge and agree that the purpose of Article Three Section 1.21 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, Issuer nor the Administrator nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer Administrator 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 Issuer Indenture Trustee, the Servicer or any other party to the Administrator Transaction Documents in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer Administrator shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (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 Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to shall cooperate with the Servicer Administrator by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Administrator's, on behalf of the Issuer, reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Issuer and Issuer the Administrator acknowledge and agree that the purpose of Article Three Section 1.21 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, Issuer nor the Administrator nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer Administrator 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 Issuer Indenture Trustee, the Servicer or any other party to the Administrator Transaction Documents in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer Administrator shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (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 Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to shall cooperate with the Servicer Administrator by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Administrator’s, on behalf of the Issuer, reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Indenture Trustee and Issuer acknowledge and agree that the purpose of Article Three Section 3.09 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 federal securities laws, including the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder thereunder. Each of the parties hereto agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or the provision in a private offering of disclosure comparable to that required under guidance from the Securities Act). The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over timeand Exchange Commission, whether due to interpretive guidance provided by the Commission convention or its staff, consensus among active participants in the asset-backed securities markets, advice or otherwise in respect of counsel, or otherwise, the requirements of Regulation AB as they may be applied by the Securities and agrees Exchange Commission to the Issuer in connection with the Notes and (c) the parties shall comply with reasonable requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination behalf of the Issuer or the Administrator Indenture Trustee for delivery of additional or different information, to permit the Issuer or Administrator (acting on behalf of extent such information is available, as the Issuer) person requesting such information may determine in good faith is necessary for it to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer . Any and the Receivables, or the servicing of the Receivables, reasonably believed all expenses incurred by the Issuer or the Administrator to Indenture Trustee in compliance with this Section shall be necessary considered indemnities payable in order to effect such complianceaccordance with Section 6.07 hereof. The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 of the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Purchaser and Issuer the Seller acknowledge and agree that the purpose of Article Three Section 13 of this Agreement is to facilitate compliance by the Issuer Purchaser and the any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Purchaser nor the Issuer any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer 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 reasonable requests made by the Issuer Purchaser, any Master Servicer or the Administrator any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer Seller shall cooperate fully with the Administrator Purchaser and the Issuer Master Servicer to deliver to the Administrator or Issuer, as applicable Purchaser and the Master Servicer (including any of its their assignees or designees)) and any Depositor, any and all statements, reports, certifications, records and any other information reasonably believed to be necessary in the good faith determination of the Issuer Purchaser, the Master Servicer or the Administrator any Depositor to permit the Issuer Purchaser, the Master Servicer or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the ServicerSeller, any Subservicer Subservicer, any Third-Party Originator and the ReceivablesMortgage Loans, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Purchaser or the Administrator any Depositor to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator Purchaser (including any of its assignees or designees) to shall cooperate with the Servicer Seller 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 or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Purchaser and Issuer the Seller acknowledge and agree that the purpose of Article Three Subsections 12.02 through 12.06 of this Agreement or Sections 11.24, 11.32 or 11.33 of the Servicing Addendum to this Agreement is to facilitate compliance by the Issuer Purchaser and the any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Purchaser nor the Issuer any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer 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 Issuer Purchaser, any Master Servicer or the Administrator any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer Seller shall cooperate fully with the Administrator Purchaser and the Issuer any Master Servicer to deliver to the Administrator or Issuer, as applicable Purchaser (including any of its assignees or designees), any Master Servicer and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer Purchaser, the Master Servicer or the Administrator any Depositor to permit the Issuer Purchaser, such Master Servicer or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the ServicerSeller, any Subservicer Subservicer, any Third-Party Originator and the ReceivablesMortgage Loans, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Purchaser or the Administrator any Depositor to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Article Three of this Agreement Section 3 is to facilitate compliance by TMHL, the Issuer Master Servicer and the any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the SponsorNeither TMHL, the Administrator Master Servicer nor the Issuer any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer Subservicer 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 TMHL, the Issuer Master Servicer or the Administrator any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. Therefore, the Subservicer agrees that (a) the obligations of the Subservicer hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the Subservicer’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 markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the Subservicer shall comply with requests made by TMHL, the Master Servicer or any Depositor for delivery of additional or different information as TMHL, the Master Servicer or the Depositor may determine in good faith is necessary to comply with Regulation AB, and (d) no amendment of the Agreement shall be required to effect such changes in the Subservicer’s obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer Subservicer shall cooperate fully with the Administrator and the Issuer TMHL to deliver to the Administrator or Issuer, as applicable TMHL (including any of its assignees or designees), the Master Servicer and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of TMHL, the Issuer Master Servicer or the Administrator any Depositor to permit TMHL, the Issuer Master Servicer or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, Securitized Loans reasonably believed by TMHL, the Issuer Master Servicer or the Administrator any Depositor to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Each of the Issuer, the Depositor, the Seller, Servicer, Sponsor the Servicer and Issuer acknowledge the Indenture Trustee acknowledges and agree agrees that the purpose of Article Three Part II of this Agreement Appendix A is to facilitate compliance by the Issuer Issuer, the Depositor, the Seller, the Servicer and the Depositor Indenture Trustee with the provisions of Regulation AB and the related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Issuer nor the Issuer Seller shall exercise its right to request delivery of information information, reports or other performance under these provisions other than in good faith, or for purposes other than compliance with Regulation AB. Each of the Securities ActIssuer, the Exchange Act Seller and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise. For so long as the Issuer is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, each of the Issuer, the Depositor, the Seller, the Servicer and the Indenture Trustee hereby agrees to reasonably comply with all reasonable requests made by any of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable other parties hereto (including any of its assignees or designees), any and all statementsas the case may be, in good faith for delivery of such information or reports, certificationsincluding, records without limitation, any Servicer compliance statements and any other information necessary reports (solely with respect to the Servicer), and assessments of compliance and attestation, as may be required under the then-current interpretations of Regulation AB. The servicing criteria to be addressed in the good faith determination Indenture Trustee’s assessment of compliance and attestation shall be set forth on Schedule I attached hereto and such assessments of compliance and attestations shall be provided by March 15th and shall only be required for years in which a 10-K is required to be filed. SCHEDULE I Servicing Criteria To Be Addressed In Assessment Of Compliance The assessment of compliance to be delivered by the Issuer or Indenture Trustee, shall address, at a minimum, the Administrator to permit the Issuer or Administrator (acting criteria identified as below as “Applicable Servicing Criteria”: Reference Criteria Cash Collection and Administration 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Investor Remittances and Reporting 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Issuertransaction agreements.* 1122(d)(3)(iii) Disbursements made to comply with the provisions of Regulation AB, together with such disclosures relating an investor are posted within two business days to the Servicer, any Subservicer and the Receivables’s investor records, or the servicing such other number of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, days specified in the reasonable judgment transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or the Issuer other form of payment, or the Administrator, as applicable, custodial bank statements. *Solely with respect to comply with Regulation AB.remittances

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Owner and Issuer the Servicer acknowledge and agree that the purpose of Article Three XI of this Agreement is to facilitate compliance by the Issuer Owner and the any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Because Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the SponsorSecurities Act and there are market uncertainties with respect to the disclosure that investors in privately offered securities may request, the Administrator parties agree over time to negotiate in good faith with respect to the provision of comparable disclosure in private offerings. Neither the Owner nor the Issuer any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer Owner or the Administrator any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer shall cooperate fully with the Administrator and the Issuer Owner to deliver to the Administrator or Issuer, as applicable Owner (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer Owner or the Administrator any Depositor to permit the Issuer Owner or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer Subservicer, and the ReceivablesMortgage Loans, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Owner or the Administrator any Depositor to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator Owner (including any of its assignees or designees) to 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 Owner’s reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Indenture Trustee and Issuer acknowledge and agree that the purpose of Article Three Section 3.09 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 Commission thereunder thereunder. Each of the parties hereto agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB, (b) the parties' obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or the provision in a private offering of disclosure comparable to that required under guidance from the Securities Act). The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over timeand Exchange Commission, whether due to interpretive guidance provided by the Commission convention or its staff, consensus among active participants in the asset-backed securities markets, advice or otherwise in respect of counsel, or otherwise, the requirements of Regulation AB as they may be applied by the Securities and agrees Exchange Commission to the Issuer in connection with the Notes and (c) the parties shall comply with reasonable requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination behalf of the Issuer or the Administrator Indenture Trustee for delivery of additional or different information, to permit the Issuer or Administrator (acting on behalf of extent such information is available, as the Issuer) person requesting such information may determine in good faith is necessary for it to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer . Any and the Receivables, or the servicing of the Receivables, reasonably believed all expenses incurred by the Issuer or the Administrator to Indenture Trustee in compliance with this Section shall be necessary considered indemnities payable in order to effect such complianceaccordance with Section 6.07 hereof. The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 of the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Each of the Issuer, the Depositor, the Seller, Servicer, Sponsor the Servicer and Issuer acknowledge the Indenture Trustee acknowledges and agree agrees that the purpose of Article Three Part II of this Agreement Appendix B is to facilitate compliance by the Issuer Issuer, the Depositor, the Seller, the Servicer and the Depositor Indenture Trustee with the provisions of Regulation AB and the related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Issuer nor the Issuer Seller shall exercise its right to request delivery of information information, reports or other performance under these provisions other than in good faith, or for purposes other than compliance with Regulation AB. Each of the Securities ActIssuer, the Exchange Act Seller and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise. For so long as the Issuer is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, each of the Issuer, the Depositor, the Seller, the Servicer and the Indenture Trustee hereby agrees to reasonably comply with all reasonable requests made by any of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable other parties hereto (including any of its assignees or designees), any and all statementsas the case may be, in good faith for delivery of such information or reports, certificationsincluding, records without limitation, any Servicer compliance statements and any other information necessary reports (solely with respect to the Servicer), and assessments of compliance and attestation, as may be required under the then-current interpretations of Regulation AB. The servicing criteria to be addressed in the good faith determination Indenture Trustee’s assessment of compliance and attestation shall be set forth on Schedule I attached hereto and such assessments of compliance and attestations shall be provided by March 15th and shall only be required for years in which a 10-K is required to be filed. SCHEDULE I Servicing Criteria To Be Addressed In Assessment Of Compliance The assessment of compliance to be delivered by the Issuer or Indenture Trustee, shall address, at a minimum, the Administrator to permit the Issuer or Administrator (acting criteria identified as below as “Applicable Servicing Criteria”: Reference Criteria Cash Collection and Administration 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Investor Remittances and Reporting 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Issuertransaction agreements.* 1122(d)(3)(iii) Disbursements made to comply with the provisions of Regulation AB, together with such disclosures relating an investor are posted within two business days to the Servicer, any Subservicer and the Receivables’s investor records, or the servicing such other number of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, days specified in the reasonable judgment transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or the Issuer other form of payment, or the Administrator, as applicable, custodial bank statements. * Solely with respect to comply with Regulation ABremittances.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Issuer and Issuer the Administrator acknowledge and agree that the purpose of Article Three of this Agreement Section 2.11 is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, Issuer nor the Administrator nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer Administrator 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 Issuer Indenture Trustee, the Servicer or any other party to the Administrator Transaction Documents in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer Administrator shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable Issuer (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 Issuer or the Administrator Issuer, to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to shall cooperate with the Servicer Administrator by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Issuer’s reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Trust and Issuer the Master Collateral Agent acknowledge and agree that the purpose of Article Three Section 7.11 of this Agreement is to facilitate compliance by the Issuer Trust and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Trust nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Trust) 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer Master Collateral Agent 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 reasonable requests made by the Issuer Trust (or the Administrator Administrator, acting on behalf of the Trust) in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer Master Collateral Agent shall cooperate fully with the Administrator and Trust (or the Issuer Administrator, acting on behalf of the Trust) to deliver to the Administrator Trust (or Issuerthe Administrator, as applicable (including any acting on behalf of its assignees or designeesthe Trust), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer Trust (or the Administrator to permit the Issuer or Administrator (Administrator, acting on behalf of the IssuerTrust) to permit the Trust to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, Master Collateral Agent reasonably believed by the Issuer Trust (or the Administrator Administrator, acting in good faith on behalf of the Trust) to be necessary in order to effect such compliance. The Issuer shallTrust (or the Administrator, and acting on behalf of the Trust) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer Master Collateral Agent 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 or the Administrator, as applicable, Trust to comply with Regulation AB.

Intent of the Parties; Reasonableness. The SellerIssuer, ServicerAdministrator, Sponsor on behalf of the Issuer, and Issuer the Servicer acknowledge and agree that the purpose of Article Three VII of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the SponsorIssuer, Administrator, on behalf of the Administrator Issuer, nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Administrator, on behalf of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer Issuer, to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (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 Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, Servicer and/or any Subservicer and the Receivables, or the servicing of the ReceivablesTrust Student Loans, reasonably believed by the Issuer or Administrator, on behalf of the Administrator Issuer, to be necessary in order to effect such compliance. The Issuer shallAdministrator, and shall cause on behalf of the Administrator Issuer, (including any of its assignees or designees) to 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 Issuer’s reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The SellerExcept with respect to Section 11.09, ServicerSection 11.12, Sponsor Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Issuer Section 11.18, the parties hereto acknowledge and agree that the purpose of Article Three XI of this Agreement is to facilitate compliance by the Issuer Depositor (and the Depositor any Other Depositor) with the provisions of Regulation AB and related rules and regulations of the Commission. None of the SponsorThe Depositor, the Administrator nor Certificate Administrator, the Issuer Trustee, any Other Depositor and any Other Trustee shall exercise its right rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or and shall not exercise any such rights for purposes other than compliance with the Dxxx-Xxxxx Act, the Securities Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and and, in each case, the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer acknowledges parties to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time, whether time 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 agree to comply with reasonable requests made by the Issuer Depositor (or any Other Depositor or Other Trustee) or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with this transactiontransaction and any Other Securitization subject to Regulation AB, the Servicer Exchange Act or the Securities Act, subject to the preceding sentence, each of the parties to this Agreement shall cooperate (and, in the case of either Master Servicer or Special Servicer, shall cause any Sub-Servicer engaged by it (or, if such Sub-Servicer is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Sub-Servicer) to cooperate) fully with the Depositor and the Certificate Administrator and any Other Depositor or Other Trustee of any Other Securitization subject to Regulation AB, the Issuer to Exchange Act or the Securities Act that includes a Serviced Pari Passu Companion Loan, deliver (or notify and make available) to the Depositor or the Certificate Administrator or Issuer, as applicable any such Other Depositor or Other Trustee (including any of its their assignees or designees), ) (i) any and all statements, reports, certifications, records information in its possession and any other information necessary in the reasonable good faith determination of the Issuer Depositor, the Certificate Administrator or the Administrator such Other Depositor or Other Trustee, as applicable, to permit the Issuer Depositor or Administrator (acting on behalf of the Issuer) any such Other Depositor to comply in a timely manner with the provisions of Regulation AB, together with the Exchange Act and the Securities Act and (ii) such disclosures disclosure relating to the applicable Master Servicer, any Subservicer and the Receivablesapplicable Special Servicer, the Certificate Administrator, the Trustee, as applicable, or the servicing of the ReceivablesMortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Issuer Depositor, the Certificate Administrator or the Administrator related Other Depositor or the related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. The Issuer shallIn addition, and shall cause the Administrator (including any with respect to each Servicing Function Participant that is a Designated Sub-Servicer of its assignees or designees) a party to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.this Agreement,

Intent of the Parties; Reasonableness. The SellerIssuer, Servicer, Sponsor the Trustee and Issuer the Indenture Trustee acknowledge and agree that the purpose of Article Three XII of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None The Trustee and the Administrator, on behalf of the SponsorIssuer, the Administrator nor the Issuer shall not exercise its their 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 (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer 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 Issuer or Administrator, on behalf of the Administrator Issuer, in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer Indenture Trustee shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer Issuer, to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (including any of its assignees or designees), any and all statements, reports, certifications, records records, attestation, and any other information necessary in the good faith determination of the Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, Indenture Trustee or the servicing of the ReceivablesTrust Student Loans, reasonably believed by the Issuer or Administrator, on behalf of the Administrator Issuer, to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Article Three Sections 4.11 and 7.05 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the Sponsor, the Administrator nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (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 Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Purchaser and Issuer the Seller acknowledge and agree that the purpose of Article Three Section 33 of this Agreement is to facilitate compliance by the Issuer Purchaser and the any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Purchaser nor the Issuer any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer 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 Issuer Purchaser or the Administrator any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer Seller shall cooperate fully with the Administrator and the Issuer Purchaser to deliver to the Administrator or Issuer, as applicable Purchaser (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Issuer Purchaser or the Administrator any Depositor to permit the Issuer Purchaser or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the ServicerSeller, any Subservicer Third-Party Originator and the ReceivablesMortgage Loans, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Purchaser or the Administrator any Depositor to be necessary in order to effect such compliance. The Issuer shall, With respect to those Mortgage Loans that were originated by Seller and shall cause sold to the Administrator (including Purchaser pursuant to this Agreement and subsequently securitized by the Purchaser or any of its assignees Affiliates, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or designeesanother party to such securitization) under the securitization to cooperate be obligated to provide, information with respect to the Servicer by providing timely notice Mortgage Loans from and after cut-off date of requests such securitization necessary for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, Seller to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller static pool information, as set forth in Item 1105(a)(2) and (5) of Regulation AB.

Intent of the Parties; Reasonableness. The SellerAdministrator, Serviceron behalf of the Issuer, Sponsor and Issuer the Servicer acknowledge and agree that the purpose of Article Three VII of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Administrator, on behalf of the Sponsor, the Administrator Issuer nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Administrator, on behalf of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer Issuer, to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (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 Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, Servicer and/or any Subservicer and the Receivables, or the servicing of the ReceivablesTrust Student Loans, reasonably believed by the Issuer or Administrator, on behalf of the Administrator Issuer, to be necessary in order to effect such compliance. The Issuer shallAdministrator, and shall cause on behalf of the Administrator Issuer, (including any of its assignees or designees) to 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 Issuer’s reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor and Issuer parties hereto acknowledge and agree that the purpose of Article Three 13 of this Agreement is is, among other things, to facilitate compliance by the Issuer and the any Companion Loan Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. None of the SponsorExcept as expressly required by Sections 13.7, 13.8 and 13.9, the Administrator nor the Issuer Depositor shall not, and no Companion Loan Depositor may, exercise its right rights 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 (or the provision in a private offering of disclosure comparable to that required under the Securities Xxxxxxxx-Xxxxx Act). The Servicer acknowledges parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether time 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 agree to comply with reasonable requests made by the Issuer Depositor, or the Administrator any Companion Loan Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the BBCMS 2016-ETC Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-ETC, and any Companion Loan Securities, each of the parties to this transaction, the Servicer Agreement shall cooperate fully with the Administrator Depositor, the Certificate Administrator, any Companion Loan Depositor and the Issuer any Companion Loan Exchange Act Reporting Party, as applicable, to deliver to the Administrator Depositor or IssuerCompanion Loan Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Issuer Depositor, the Certificate Administrator, any Companion Loan Depositor or the Administrator any Companion Loan Exchange Act Reporting Party, as applicable, to permit the Issuer or Administrator (acting on behalf of the Issuer) any Companion Loan Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer the Special Servicer, the Certificate Administrator and the ReceivablesTrustee, as applicable, and any Sub-Servicer, or the servicing of the ReceivablesMortgage Loan, reasonably believed by the Issuer Depositor or the Administrator any Companion Loan Depositor, as applicable, in good faith to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Indenture Trustee and Issuer acknowledge and agree that the purpose of Article Three Sections 3.09 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer 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 Issuer (or the Administrator 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 this transaction, the Servicer Indenture Trustee shall cooperate fully with the Administrator and Issuer (or the Issuer Administrator, acting on behalf of the Issuer) to deliver to the Administrator Issuer (or the Administrator, acting on behalf of the Issuer, as applicable (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 Issuer (or the Administrator to permit the Issuer or Administrator (Administrator, acting on behalf of the Issuer) to permit the Issuer to comply with the provisions of Regulation AB, together with such disclosures relating to the ServicerIndenture Trustee, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer (or the Administrator Administrator, acting on behalf of the Issuer) to be necessary in order to effect such compliance. The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Master Servicer and Issuer the Servicer acknowledge and agree that the purpose of Article Three 11 of this Agreement is to facilitate compliance by the Issuer Master Servicer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Master Servicer nor the Issuer Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer Master Servicer or the Administrator Depositor in good faith for delivery of information required under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the The Servicer shall cooperate fully reasonably with the Administrator and the Issuer Master Servicer to deliver to the Administrator or IssuerSecurities Administrator, as applicable the Master Servicer (including any of its assignees or designees)) and the Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer or the Administrator to permit the Issuer Securities Administrator, the Master Servicer or Administrator (acting on behalf of the Issuer) Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the ReceivablesSubservicer, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and Servicer shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, not be required to comply with Regulation ABthis Article XI with respect to any fiscal year as to which the Servicer was not servicing Mortgage Loans hereunder to the extent that the Depositor determines that compliance is not required by law under the Form 15 Suspension Notification is filed.

Intent of the Parties; Reasonableness. The SellerExcept with respect to Section 11.09, ServicerSection 11.12, Sponsor Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Issuer Section 11.18, the parties hereto acknowledge and agree that the purpose of Article Three XI of this Agreement is to facilitate compliance by the Issuer Depositor (and the Depositor any Other Depositor) with the provisions of Regulation AB and related rules and regulations of the Commission. None of the SponsorThe Depositor, the Administrator nor Certificate Administrator, the Issuer Trustee, any Other Depositor and any Other Trustee shall exercise its right rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or and shall not exercise any such rights for purposes other than compliance with the Dxxx-Xxxxx Act, the Securities Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and and, in each case, the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer acknowledges parties to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time, whether time 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, staff and agrees agree to comply with reasonable requests made by the Issuer Depositor (or any Other Depositor or Other Trustee) or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with this transactiontransaction and any Other Securitization subject to Regulation AB, the Servicer Exchange Act or the Securities Act, subject to the preceding sentence, each of the parties to this Agreement shall cooperate (and, in the case of either Master Servicer or Special Servicer, shall cause any Sub-Servicer engaged by it (or, if such Sub-Servicer is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Sub-Servicer) to cooperate) fully with the Depositor and the Certificate Administrator and any Other Depositor or Other Trustee of any Other Securitization subject to Regulation AB, the Issuer to Exchange Act or the Securities Act, deliver (or notify and make available) to the Depositor or the Certificate Administrator or Issuer, as applicable any such Other Depositor or Other Trustee (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 Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its their assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions (i) any and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.all

Intent of the Parties; Reasonableness. The SellerDepositor, Servicer, Sponsor the Master Servicer and Issuer Countrywide acknowledge and agree that the purpose of Article Three 2 of this Agreement Addendum is to facilitate compliance by the Issuer Master Servicer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Master Servicer nor the Issuer Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer Countrywide 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 Issuer or the Administrator negotiate in good faith with the Master Servicer and the Depositor with regard to any reasonable requests for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionthe Securitization Transaction, the Servicer Countrywide shall cooperate fully with the Administrator Master Servicer and the Issuer Depositor to deliver to the Administrator or Issuer, as applicable Master Servicer (including any of its assignees or designees)) and the Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer or the Administrator to permit the Issuer Master Servicer or Administrator (acting on behalf of the Issuer) Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to Countrywide, and any parties or items identified in writing by the ServicerMaster Servicer or the Depositor, including, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be Mortgage Loans necessary in order to effect such compliance. The Issuer shallDepositor and the Master Servicer agree that they will cooperate with Countrywide and provide sufficient and timely notice of any information requirements pertaining to the Securitization Transaction. The Depositor and the Master Servicer 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 cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests not request information which is not required for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation ABcompliance.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Article Three IV and Article VII of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the Sponsor, the Administrator nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (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 Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Trust and Issuer the Administrator acknowledge and agree that the purpose of Article Three of this Agreement Section 2.11 is to facilitate compliance by the Issuer and the Depositor Trust with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, Trust nor the Administrator nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer Administrator 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 Issuer Master Collateral Agent, any Indenture Trustee, the Servicer or any other party to the Administrator Transaction Documents in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer Administrator shall cooperate fully with the Administrator and the Issuer Trust to deliver to the Administrator or Issuer, as applicable Trust (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 Issuer or the Administrator Trust, to permit the Issuer or Administrator (acting on behalf of the Issuer) Trust to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator Trust (including any of its assignees or designees) to shall cooperate with the Servicer Administrator by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Trust’s reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor and Issuer parties hereto acknowledge and agree that the purpose of Article Three XI of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. None of the Sponsor, the Administrator nor the Issuer The Depositor shall not exercise its right rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and and, in each case, the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer acknowledges parties hereto acknowledge 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 agree to comply with requests made by the Issuer or the Administrator Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with this transactionthe JPMBB Commercial Mortgage Securities Trust 2014-C19, Commercial Mortgage Pass-Through Certificates, Series 2014-C19, each of the Master Servicer, the Servicer Special Servicer, the Senior Trust Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Administrator Depositor and the Issuer Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably attainable) necessary in the reasonable good faith determination of the Issuer or the Administrator Depositor to permit the Issuer or Administrator (acting on behalf of the Issuer) Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, any Subservicer the Special Servicer, the Senior Trust Advisor, the Trustee, the Custodian and the ReceivablesCertificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer or the Administrator Depositor to be necessary in order to effect such compliance. The Issuer shall, and Each party to this Agreement shall cause the Administrator (including any have a reasonable period of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, time to comply with Regulation ABany written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Intent of the Parties; Reasonableness. The SellerEligible Lender Trustee, ServicerAdministrator, Sponsor on behalf of the Issuer, and Issuer the Servicer acknowledge and agree that the purpose of Article Three VII of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Eligible Lender Trustee, Administrator, on behalf of the Sponsor, the Administrator Issuer nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Servicing Agreement Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Administrator, on behalf of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer Issuer, to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (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 Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, Servicer and/or any Subservicer and the Receivables, or the servicing of the ReceivablesTrust Student Loans, reasonably believed by the Issuer or Administrator, on behalf of the Administrator Issuer, to be necessary in order to effect such compliance. The Issuer shallAdministrator, and shall cause on behalf of the Administrator Issuer, (including any of its assignees or designees) to 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 Issuer’s reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Owner and Issuer the Servicer acknowledge and agree that the purpose of Article Three XI of this Agreement is to facilitate compliance by the Issuer Owner and the any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Because Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the SponsorSecurities Act and there are market uncertainties with respect to the disclosure that investors in privately offered securities may request, the Administrator parties agree over time to negotiate in good faith with respect to the provision of comparable disclosure in private offerings. Neither the Owner nor the Issuer any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer Owner or the Administrator any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer shall cooperate fully with the Administrator and the Issuer Owner to deliver to the Administrator or Issuer, as applicable Owner (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer Owner or the Administrator any Depositor to permit the Issuer Owner or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer Subservicer, any Third-Party Originator and the ReceivablesMortgage Loans, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Owner or the Administrator any Depositor to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator Owner (including any of its assignees or designees) to 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 Owner’s reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Each of the Issuer, the Depositor, the Seller, Servicer, Sponsor the Servicer and Issuer acknowledge the Indenture Trustee acknowledges and agree agrees that the purpose of Article Three Part II of this Agreement Appendix B is to facilitate compliance by the Issuer Issuer, the Depositor, the Seller, the Servicer and the Depositor Indenture Trustee with the provisions of Regulation AB and the related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Issuer nor the Issuer Seller shall exercise its right to request delivery of information information, reports or other performance under these provisions other than in good faith, or for purposes other than compliance with Regulation AB. Each of the Securities ActIssuer, the Exchange Act Seller and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise. For so long as the Issuer is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, each of the Issuer, the Depositor, the Seller, the Servicer and the Indenture Trustee hereby agrees to reasonably comply with all reasonable requests made by any of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable other parties hereto (including any of its assignees or designees), any and all statementsas the case may be, in good faith for delivery of such information or reports, certificationsincluding, records without limitation, any Servicer compliance statements and any other information necessary reports (solely with respect to the Servicer), and assessments of compliance and attestation, as may be required under the then-current interpretations of Regulation AB. The servicing criteria to be addressed in the good faith determination Indenture Trustee’s assessment of compliance and attestation shall be set forth on Schedule I attached hereto and such assessments of compliance and attestations shall be provided by March 15th and shall only be required for years in which a 10-K is required to be filed. SCHEDULE I Servicing Criteria To Be Addressed In Assessment Of Compliance The assessment of compliance to be delivered by the Issuer or Indenture Trustee, shall address, at a minimum, the Administrator to permit the Issuer or Administrator (acting criteria identified as below as “Applicable Servicing Criteria”: Reference Criteria Cash Collection and Administration 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Investor Remittances and Reporting 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Issuertransaction agreements.* 1122(d)(3)(iii) Disbursements made to comply with the provisions of Regulation AB, together with such disclosures relating an investor are posted within two business days to the Servicer, any Subservicer and the Receivables’s investor records, or the servicing such other number of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, days specified in the reasonable judgment transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or the Issuer other form of payment, or the Administrator, as applicable, custodial bank statements. *Solely with respect to comply with Regulation AB.remittances Schedule-1 (2018-A Sale and Servicing Agreement)

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Owner and Issuer the Servicer acknowledge and agree that the purpose of Article Three II of this Agreement Addendum is to facilitate compliance by the Issuer Owner and the any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Owner nor the Issuer any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer Owner, any Master Servicer or the Administrator any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer shall cooperate fully with the Administrator Owner and the Issuer any Master Servicer to deliver to the Administrator or Issuer, as applicable Owner (including any of its assignees or designees), any Master Servicer and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer Owner, any Master Servicer or the Administrator any Depositor to permit the Issuer Owner, such Master Servicer or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, Servicer or any Subservicer and the ReceivablesMortgage Loans, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Owner or the Administrator any Depositor to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator Owner (including any of its assignees or designees) to 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 Owner’s reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB. The Owner and the Servicer agree that the provisions set forth in Article II shall only apply to Securitization Transactions that close on or after January 1, 2006. However, delivery by the Servicer of an Attestation under Section 2.05 of this Reg AB Addendum shall be deemed to comply with the requirement under Section 6.05 of the Existing Agreement to deliver an Annual Independent Public Accountants’ Servicing Report. In the event that (i) the Servicer does not reasonably believe that certain information requested under this Article II is required to be disclosed pursuant to Regulation AB, and (ii) the Servicer has not provided such information for any of its own securitizations, the Owner shall pay all reasonable documented costs incurred by the Servicer in connection with the preparation and delivery of such information and the Servicer shall promptly deliver such information after expiration of a reasonable period of time for establishing the necessary systems and procedures to produce such information.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Indenture Trustee and Issuer acknowledge and agree that the purpose of Article Three Section 3.09 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer acknowledges that interpretations Each of the requirements parties hereto agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB may change over timeAB, whether due (b) the parties' obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance provided by from the Commission Securities and Exchange Commission, convention or its staff, consensus among active participants in the asset-backed securities markets, advice or otherwise in respect of counsel, or otherwise, the requirements of Regulation AB as they may be applied by the Securities and agrees Exchange Commission to the Issuer in connection with the Notes and (c) the parties shall comply with reasonable requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination behalf of the Issuer or the Administrator Indenture Trustee for delivery of additional or different information, to permit the Issuer or Administrator (acting on behalf of extent such information is available, as the Issuer) person requesting such information may determine in good faith is necessary for it to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Issuer and Issuer the Administrator acknowledge and agree that the purpose of Article Three Section 1.21 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, Issuer nor the Administrator nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer Administrator acknowledges that the requirements of, and that the 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, amendments to the regulation, or otherwise, and agrees to comply with requests made by the Issuer Indenture Trustee, the Servicer or any other party to the Administrator Transaction Documents in good faith for delivery of information under these provisions on the basis of evolving interpretations and rules of Regulation AB. In connection with this transactiontherewith, the Servicer Administrator shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (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 Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to shall cooperate with the Servicer Administrator by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Administrator’s, on behalf of the Issuer, reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The SellerExcept with respect to Section 11.08, ServicerSection 11.11, Sponsor Section 11.13, Section 11.14, Section 11.15, Section 11.16 and Issuer Section 11.17, the parties hereto acknowledge and agree that the purpose of Article Three XI of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the SponsorDepositor, the Certificate Administrator nor or the Issuer Trustee shall exercise its right rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and and, in each case, the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer acknowledges parties to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time, whether time 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 agree to comply with reasonable requests made by the Issuer Depositor or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with this transaction, subject to the Servicer preceding sentence, each of the parties to this Agreement shall cooperate fully with the Administrator Depositor and the Issuer Certificate Administrator to deliver or make available to the Depositor or the Certificate Administrator or Issuer, as applicable (including any of its their assignees or designees), ) (i) any and all statements, reports, certifications, records information in its possession and any other information necessary in the reasonable good faith determination of the Issuer Depositor or the Certificate Administrator to permit the Issuer or Administrator (acting on behalf of the Issuer) Depositor to comply with the provisions of Regulation AB, together with AB and (ii) such disclosures disclosure relating to the Master Servicer, any Subservicer the Special Servicer, the Certificate Administrator and the ReceivablesTrustee, as applicable, or the servicing Servicing of the ReceivablesMortgage Loans, in each case reasonably believed by the Issuer Depositor or the Certificate Administrator in good faith to be necessary in order to effect such compliance. The Issuer shallIn addition, and with respect to each Servicing Function Participant that is a Designated Sub-Servicer of a party to this Agreement, such party shall use commercially reasonable efforts to cause such Designated Sub-Servicer to deliver or make available to the Depositor or the Certificate Administrator (including any of its their assignees or designees) to cooperate with the Servicer by providing timely notice of requests for (i) any and all information under these provisions in its possession and by reasonably limiting such requests to information required, necessary in the reasonable judgment good faith determination of the Depositor or the Issuer Certificate Administrator to permit the Depositor to comply with the provisions of Regulation AB and (ii) such disclosure relating to the Servicing Function Participant or the Servicing of the Mortgage Loans, in each case reasonably believed by the Depositor or the Certificate Administrator in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator, as applicable, to comply satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with Regulation ABsuch obligation.

Intent of the Parties; Reasonableness. The Each of the Issuer, the Depositor, the Seller, Servicer, Sponsor the Servicer and Issuer acknowledge the Indenture Trustee acknowledges and agree agrees that the purpose of Article Three Part II of this Agreement Appendix B is to facilitate compliance by the Issuer Issuer, the Depositor, the Seller, the Servicer and the Depositor Indenture Trustee with the provisions of Regulation AB and the related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Issuer nor the Issuer Seller shall exercise its right to request delivery of information information, reports or other performance under these provisions other than in good faith, or for purposes other than compliance with Regulation AB. Each of the Securities ActIssuer, the Exchange Act Seller and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise. For so long as the Issuer is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, each of the Issuer, the Depositor, the Seller, the Servicer and the Indenture Trustee hereby agrees to reasonably comply with all reasonable requests made by any of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable other parties hereto (including any of its assignees or designees), any and all statementsas the case may be, in good faith for delivery of such information or reports, certificationsincluding, records without limitation, any Servicer compliance statements and any other information necessary reports (solely with respect to the Servicer), and assessments of compliance and attestation, as may be required under the then-current interpretations of Regulation AB. The servicing criteria to be addressed in the good faith determination Indenture Trustee’s assessment of compliance and attestation shall be set forth on Schedule I attached hereto and such assessments of compliance and attestations shall be provided by March 15th and shall only be required for years in which a 10-K is required to be filed. SCHEDULE I Servicing Criteria To Be Addressed In Assessment Of Compliance The assessment of compliance to be delivered by the Issuer or Indenture Trustee, shall address, at a minimum, the Administrator to permit the Issuer or Administrator (acting criteria identified as below as “Applicable Servicing Criteria”: Reference Criteria Cash Collection and Administration 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Investor Remittances and Reporting 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Issuertransaction agreements.* 1122(d)(3)(iii) Disbursements made to comply with the provisions of Regulation AB, together with such disclosures relating an investor are posted within two business days to the Servicer, any Subservicer and the Receivables’s investor records, or the servicing such other number of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, days specified in the reasonable judgment transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or the Issuer other form of payment, or the Administrator, as applicable, custodial bank statements. *Solely with respect to comply with Regulation AB.remittances Schedule-1 (2021-A Sale and Servicing Agreement)

Intent of the Parties; Reasonableness. The SellerTransferor, the Servicer, Sponsor the Issuer and Issuer the Indenture Trustee acknowledge and agree that the purpose of this Article Three of this Agreement XIV is to facilitate compliance by the Issuer and the Depositor Transferor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the Sponsor, the Administrator nor the Issuer The Transferor 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 the Transferor’s compliance with the Securities Act, the Securities Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer 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 Issuer or the Administrator Transferor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall The Indenture Trustee agrees to cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (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 with any reasonable request by the Issuer or Transferor for information regarding the Administrator Indenture Trustee which is required in order to permit enable the Issuer or Administrator (acting on behalf of the Issuer) Transferor to comply with the provisions of Items 1103(a)(1), 1104(e), 1109(a)(1), 1109(a)(2), 1117, 1118, 1119, 1121 and 1122 of Regulation ABAB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Indenture. The Servicer agrees to cooperate in good faith with any reasonable request by the Transferor for information regarding the Servicer which is required in order to enable the Transferor to comply with the provisions of Items 1103(a)(1), together with such disclosures relating 1104(e), 1105, 1108, 1117, 1118, 1119, 1121, 1122 and 1123 of Regulation AB as it relates to the Servicer or to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information ’s obligations under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation ABthis Indenture.

Intent of the Parties; Reasonableness. The SellerExcept with respect to Section 11.09, ServicerSection 11.12, Sponsor Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Issuer Section 11.18, the parties hereto acknowledge and agree that the purpose of Article Three XI of this Agreement is to facilitate compliance by the Issuer Depositor (and the Depositor any Other Depositor) with the provisions of Regulation AB and related rules and regulations of the Commission. None of the SponsorThe Depositor, the Administrator nor Certificate Administrator, the Issuer Trustee, any Other Depositor and any Other Trustee shall exercise its right rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or and shall not exercise any such rights for purposes other than compliance with the Xxxx-Xxxxx Act, the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and and, in each case, the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer acknowledges parties to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time, whether time 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, staff and agrees agree to comply with reasonable requests made by the Issuer Depositor (or any Other Depositor or Other Trustee) or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with this transactiontransaction and any Other Securitization subject to Regulation AB, the Servicer Exchange Act or the Securities Act, subject to the preceding sentence, each of the parties to this Agreement shall cooperate (and, in the case of the Master Servicer or Special Servicer, shall cause any Sub-Servicer engaged by it (or, if such Sub-Servicer is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Sub-Servicer) to cooperate) fully with the Depositor and the Certificate Administrator and any Other Depositor or Other Trustee of any Other Securitization subject to Regulation AB, the Issuer to Exchange Act or the Securities Act, deliver (or notify and make available) to the Depositor or the Certificate Administrator or Issuer, as applicable any such Other Depositor or Other Trustee (including any of its their assignees or designees), ) (i) any and all statements, reports, certifications, records information in its possession and any other information necessary in the reasonable good faith determination of the Issuer Depositor, the Certificate Administrator or the Administrator such Other Depositor or Other Trustee, as applicable, to permit the Issuer Depositor or Administrator (acting on behalf of the Issuer) any such Other Depositor to comply in a timely manner with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer Exchange Act and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect Securities Act and (ii) such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.disclosure

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor and Issuer parties hereto acknowledge and agree that the purpose of Article Three X of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission; provided, however, that the reports (or substantially similar reports) required to be delivered pursuant to Section 10.09 and Section 10.11 will continue to be required regardless of any amendment to this Agreement. None of the Sponsor, the Administrator nor the Issuer The Depositor shall not exercise its right rights 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 (or the provision in a private offering of disclosure comparable to that required under the Securities Sarbanes-Oxley Act). The Servicer acknowledges parties hereto acknowledge that interpretations of the requirements xx xxx xxxxxxements of Regulation AB may change over time, whether time 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 agree to comply with requests made by the Issuer or the Administrator Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with this transactionthe GS Mortgage Securities Trust 2006-GG8, Commercial Mortgage Pass-Through Certificates, Series 2006-GG8, each of the Master Servicer, the Special Servicer and the Trustee shall cooperate fully with the Administrator Depositor and the Issuer Trustee, as applicable, to deliver to the Administrator or Issuer, as applicable Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Issuer Depositor or the Administrator Trustee, as applicable, to permit the Issuer or Administrator (acting on behalf of the Issuer) Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, any Subservicer the Special Servicer and the ReceivablesTrustee, as applicable, and any Sub-Servicer, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer or the Administrator Depositor to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. (a) The Seller, Servicer, Sponsor and Issuer parties hereto acknowledge and agree that the purpose of Article Three X of this Agreement is to facilitate compliance by the Issuer Depositor and the any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. None of the SponsorThe Depositor shall not, the Administrator nor the Issuer shall and no Other Depositor may, exercise its right rights 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 (or the provision in a private offering of disclosure comparable to that required under the Securities Xxxxxxxx-Xxxxx Act). The Servicer acknowledges parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether time 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 agree to comply with reasonable requests made by the Issuer Depositor, or the Administrator any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C2, and any Serviced Companion Loan Securities, each of the parties to this transaction, the Servicer Agreement shall cooperate fully with the Administrator Depositor and the Issuer Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Administrator Depositor or IssuerOther Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Issuer Depositor or the Administrator Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Issuer Depositor or Administrator (acting on behalf of the Issuer) any Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, any Subservicer the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the ReceivablesTrustee, as applicable, and any Sub-Servicer, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Depositor or the Administrator any Other Depositor, as applicable, to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Purchaser and Issuer the Servicer and Sellers acknowledge and agree that the purpose of Article Three XIIIA of this Agreement is to facilitate compliance by the Issuer and the Depositor Purchaser with the provisions of Regulation AB and related rules and regulations of the Commission. None of the Sponsor, the Administrator nor the Issuer 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 (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Sellers and the Servicer acknowledges acknowledge 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 Issuer Purchaser or the Administrator Master Servicer in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionthe Securitization Transaction, the Servicer Sellers shall cooperate fully with the Administrator Purchaser and the Issuer Master Servicer to deliver to the Administrator or Issuer, as applicable Purchaser (including any of its assignees or designees)) and the Master Servicer, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer Purchaser or the Administrator Master Servicer to permit the Issuer Purchaser or Administrator (acting on behalf of the Issuer) Master Servicer to comply with the provisions of Regulation AB, together with such disclosures relating to the ServicerSellers, any Subservicer Subservicer, any Third-Party Originator and the ReceivablesMortgage Loans, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer or the Administrator Purchaser to be necessary in order to effect such compliance. In the event of any conflict between Article XIIIA and any other term or provision in this Agreement, the provisions of Article XIIIA shall control. The Issuer shall, and shall cause the Administrator Purchaser (including any of its assignees or designees) to shall cooperate with the Sellers and 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 or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Purchaser and Issuer the Seller acknowledge and agree that the purpose of Article Three Section 32 of this Agreement is to facilitate compliance by the Issuer Purchaser and the any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Purchaser nor the Issuer any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer 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 reasonable requests made by the Issuer Purchaser, any Master Servicer or the Administrator any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer Seller shall cooperate fully with the Administrator Purchaser and the Issuer Master Servicer to deliver to the Administrator or Issuer, as applicable Purchaser and the Master Servicer (including any of its their assignees or designees)) and any Depositor, any and all statements, reports, certifications, records and any other information reasonably believed to be necessary in the good faith determination of the Issuer Purchaser, the Master Servicer or the Administrator any Depositor to permit the Issuer Purchaser, the Master Servicer or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the ServicerSeller, any Subservicer Subservicer, any Third-Party Originator and the ReceivablesMortgage Loans, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Purchaser or the Administrator any Depositor to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator Purchaser (including any of its assignees or designees) to shall cooperate with the Servicer Seller 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 or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Each of the Issuer, the Depositor, the Seller, Servicer, Sponsor the Servicer and Issuer acknowledge the Indenture Trustee acknowledges and agree agrees that the purpose of Article Three Part II of this Agreement Appendix B is to facilitate compliance by the Issuer Issuer, the Depositor, the Seller, the Servicer and the Depositor Indenture Trustee with the provisions of Regulation AB and the related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Issuer nor the Issuer Seller shall exercise its right to request delivery of information information, reports or other performance under these provisions other than in good faith, or for purposes other than compliance with Regulation AB. Each of the Securities ActIssuer, the Exchange Act Seller and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise. For so long as the Issuer is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, each of the Issuer, the Depositor, the Seller, the Servicer and the Indenture Trustee hereby agrees to reasonably comply with all reasonable requests made by any of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable other parties hereto (including any of its assignees or designees), any and all statementsas the case may be, in good faith for delivery of such information or reports, certificationsincluding, records without limitation, any Servicer compliance statements and any other information necessary reports (solely with respect to the Servicer), and assessments of compliance and attestation, as may be required under the then-current interpretations of Regulation AB. The servicing criteria to be addressed in the good faith determination Indenture Trustee’s assessment of compliance and attestation shall be set forth on Schedule I attached hereto and such assessments of compliance and attestations shall be provided by March 15th and shall only be required for years in which a 10-K is required to be filed. SCHEDULE I Servicing Criteria To Be Addressed In Assessment Of Compliance The assessment of compliance to be delivered by the Issuer or Indenture Trustee, shall address, at a minimum, the Administrator to permit the Issuer or Administrator (acting criteria identified as below as “Applicable Servicing Criteria”: Reference Criteria Cash Collection and Administration 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Investor Remittances and Reporting 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Issuertransaction agreements.* 1122(d)(3)(iii) Disbursements made to comply with the provisions of Regulation AB, together with such disclosures relating an investor are posted within two business days to the Servicer, any Subservicer and the Receivables’s investor records, or the servicing such other number of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, days specified in the reasonable judgment transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or the Issuer other form of payment, or the Administrator, as applicable, custodial bank statements. *Solely with respect to comply with Regulation AB.remittances Schedule-1 (2021-C Sale and Servicing Agreement)

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Owner and Issuer the Servicer acknowledge and agree that the purpose of Article Three II of this Agreement Addendum is to facilitate compliance by the Issuer Owner and the any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Owner nor the Issuer any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that 2 of 14 required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer Owner, any Master Servicer or the Administrator any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer shall cooperate fully with the Administrator Owner and the Issuer any Master Servicer to deliver to the Administrator or Issuer, as applicable Owner (including any of its assignees or designees), any Master Servicer and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer Owner, any Master Servicer or the Administrator any Depositor to permit the Issuer Owner, such Master Servicer or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, Servicer or any Subservicer and the ReceivablesMortgage Loans, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Owner or the Administrator any Depositor to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator Owner (including any of its assignees or designees) to 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 Owner’s reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB. The Owner and the Servicer agree that the provisions set forth in Article II shall only apply to Securitization Transactions that close on or after January 1, 2006. However, delivery by the Servicer of an Attestation under Section 2.05 of this Reg AB Addendum shall be deemed to comply with the requirement under Section 6.05 of the Existing Agreement to deliver an Annual Independent Public Accountants’ Servicing Report. In the event that (i) the Servicer does not reasonably believe that certain information requested under this Article II is required to be disclosed pursuant to Regulation AB, and (ii) the Servicer has not provided such information for any of its own securitizations, the Owner shall pay all reasonable documented costs incurred by the Servicer in connection with the preparation and delivery of such information and the Servicer shall promptly deliver such information after expiration of a reasonable period of time for establishing the necessary systems and procedures to produce such information.

Intent of the Parties; Reasonableness. The SellerEach of the Issuer, Servicerthe Company, Sponsor the Sellers, the Servicer and Issuer acknowledge the Indenture Trustee acknowledges and agree agrees that the purpose of Article Three Part II of this Agreement Appendix A is to facilitate compliance by the Issuer Issuer, the Company, the Sellers, the Servicer and the Depositor Indenture Trustee with the provisions of Regulation AB and the related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Issuer nor the Issuer Sellers shall exercise its right to request delivery of information information, reports or other performance under these provisions other than in good faith, or for purposes other than compliance with Regulation AB. Each of the Securities ActIssuer, the Exchange Act Sellers and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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. Each of the Issuer, consensus among participants in the asset-backed securities marketsCompany, advice of counselthe Sellers, or otherwise, the Servicer and the Indenture Trustee hereby agrees to reasonably comply with all reasonable requests made by any of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable other parties hereto (including any of its assignees or designees), any and all statementsas the case may be, in good faith for delivery of such information or reports, certificationsincluding, records without limitation, any Servicer compliance statements and any other information necessary reports (solely with respect to the Servicer), and assessments of compliance and attestation, as may be required under the then-current interpretations of Regulation AB. The servicing criteria to be addressed in the good faith determination Indenture Trustee's assessment of compliance and attestation shall be set forth on Schedule I attached hereto and such assessments of compliance and attestations shall be provided by March 15th and shall only be required for years in which a 10-K is required to be filed. Appendix A-1 (Sale and Servicing Agreement) SCHEDULE I Servicing Criteria To Be Addressed In Assessment Of Compliance The assessment of compliance to be delivered by the Issuer or Indenture Trustee, shall address, at a minimum, the Administrator to permit the Issuer or Administrator (acting criteria identified as below as "Applicable Servicing Criteria": Reference Criteria Cash Collection and Administration 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Investor Remittances and Reporting 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Issuertransaction agreements. 1122(d)(3)(iii) Disbursements made to comply with the provisions of Regulation AB, together with such disclosures relating an investor are posted within two business days to the Servicer, any Subservicer and the Receivables's investor records, or the servicing such other number of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, days specified in the reasonable judgment transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or the Issuer other form of payment, or the Administrator, as applicable, to comply with Regulation ABcustodial bank statements.

Intent of the Parties; Reasonableness. The SellerExcept with respect to Section 11.09, ServicerSection 11.12, Sponsor Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Issuer Section 11.18, the parties hereto acknowledge and agree that the purpose of Article Three XI of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the SponsorDepositor, the Certificate Administrator nor or the Issuer Trustee shall exercise its right rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and and, in each case, the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer acknowledges parties to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time, whether time 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 agree to comply with reasonable requests made by the Issuer Depositor or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with this transaction, subject to the Servicer preceding sentence, each of the parties to this Agreement shall cooperate fully with the Administrator Depositor and the Issuer Certificate Administrator to deliver or make available to the Depositor or the Certificate Administrator or Issuer, as applicable (including any of its their assignees or designees), ) (i) any and all statements, reports, certifications, records information in its possession and any other information necessary in the reasonable good faith determination of the Issuer Depositor or the Administrator Certificate Administrator, as applicable, to permit the Issuer or Administrator (acting on behalf of the Issuer) Depositor to comply with the provisions of Regulation AB, together with AB and (ii) such disclosures disclosure relating to the Master Servicer, any Subservicer and the ReceivablesSpecial Servicer, the Certificate Administrator, the Trustee, as applicable, or the servicing of the ReceivablesMortgage Loans, in each case reasonably believed by the Issuer Depositor or the Administrator Certificate Administrator, as applicable, in good faith to be necessary in order to effect such compliance. The Issuer shallIn addition, and with respect to each Servicing Function Participant that is a Designated Sub-Servicer of a party to this Agreement, such party shall use commercially reasonable efforts to cause the Administrator (including any of its assignees or designees) to cooperate with the such Designated Sub-Servicer 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 or the Administrator, as applicable, to comply with Regulation AB.to

Intent of the Parties; Reasonableness. The SellerRepresentative, Servicer, the Depositor, Sponsor and Issuer acknowledge and agree that the purpose of Article Three Sections 4.10, 4.17 and 4.18 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the Sponsor, the Administrator Servicer, the Depositor nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or the Administrator Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator Issuer or Issuerthe Depositor, as applicable (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 Issuer or the Administrator Depositor to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator Depositor to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator Depositor (including any of its assignees or designees) to 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 reasonable judgment or of the Issuer or the AdministratorDepositor, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Purchaser and Issuer the Company acknowledge and agree that the purpose of Article Three of this Agreement Amendment Reg AB is to facilitate compliance by the Issuer Purchaser and the any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Purchaser nor the Issuer any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer Company 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 Issuer or the Administrator negotiate in good faith with the Purchaser or any Depositor with regard to any reasonable requests for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer Company shall cooperate fully with the Administrator and the Issuer Purchaser to deliver to the Administrator or Issuer, as applicable Purchaser (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer or the Administrator to permit the Issuer Purchaser or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the ServicerCompany, any Subservicer Subservicer, any Third-Party Originator and the ReceivablesMortgage Loans, or the servicing of the ReceivablesMortgage Loans, reasonably believed or any other parties or items identified in writing by the Issuer or the Administrator to be Purchaser, necessary in order to effect such compliance. The Issuer shallPurchaser agrees that it will cooperate with the Company and provide sufficient and timely notice of any information requirements pertaining to a Securitization Transaction. The Purchaser will make all reasonable efforts to limit requests for information, reports or any other materials to items required for compliance with Regulation AB, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for not request information under these provisions and by which is not reasonably limiting such requests to information required, required in the reasonable judgment or determination of the Issuer or the Administrator, as applicable, to comply with Regulation ABPurchaser for such compliance.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor and Issuer Issuing Entity acknowledge and agree that the purpose of Article Three of this Agreement is to facilitate compliance by the Issuer Issuing Entity and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the Sponsor, the Administrator Sponsor nor the Issuer Issuing Entity 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or the Administrator Issuing Entity in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer Issuing Entity to deliver to the Administrator or Issuer, as applicable Issuing Entity (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 Issuer or the Administrator Issuing Entity to permit the Issuer or Administrator (acting on behalf of the Issuer) Issuing Entity to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator Issuing Entity to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator Issuing Entity (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, Issuing Entity to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Each of the Issuer, the Depositor, the Seller, Servicer, Sponsor the Servicer and Issuer acknowledge the Indenture Trustee acknowledges and agree agrees that the purpose of Article Three Part II of this Agreement Appendix B is to facilitate compliance by the Issuer Issuer, the Depositor, the Seller, the Servicer and the Depositor Indenture Trustee with the provisions of Regulation AB and the related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Issuer nor the Issuer Seller shall exercise its right to request delivery of information information, reports or other performance under these provisions other than in good faith, or for purposes other than compliance with Regulation AB. Each of the Securities ActIssuer, the Exchange Act Seller and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise. For so long as the Issuer is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, each of the Issuer, the Depositor, the Seller, the Servicer and the Indenture Trustee hereby agrees to reasonably comply with all reasonable requests made by any of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable other parties hereto (including any of its assignees or designees), any and all statementsas the case may be, in good faith for delivery of such information or reports, certificationsincluding, records without limitation, any Servicer compliance statements and any other information necessary reports (solely with respect to the Servicer), and assessments of compliance and attestation, as may be required under the then-current interpretations of Regulation AB. The servicing criteria to be addressed in the good faith determination Indenture Trustee’s assessment of compliance and attestation shall be set forth on Schedule I attached hereto and such assessments of compliance and attestations shall be provided by March 15th and shall only be required for years in which a 10-K is required to be filed. SCHEDULE I Servicing Criteria To Be Addressed In Assessment Of Compliance The assessment of compliance to be delivered by the Issuer or Indenture Trustee, shall address, at a minimum, the Administrator to permit the Issuer or Administrator (acting criteria identified as below as “Applicable Servicing Criteria”: Reference Criteria Cash Collection and Administration 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Investor Remittances and Reporting 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Issuertransaction agreements.* 1122(d)(3)(iii) Disbursements made to comply with the provisions of Regulation AB, together with such disclosures relating an investor are posted within two business days to the Servicer, any Subservicer and the Receivables’s investor records, or the servicing such other number of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, days specified in the reasonable judgment transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or the Issuer other form of payment, or the Administrator, as applicable, custodial bank statements. *Solely with respect to comply with Regulation AB.remittances Schedule-1 (2020-C Sale and Servicing Agreement)

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Purchaser and Issuer the Company acknowledge and agree that the purpose of Article Three II of this Agreement Reg AB Addendum is to facilitate compliance by the Issuer Purchaser and the any Depositor with the provisions of Regulation AB and related rules and regulations of the CommissionCommission and that the provisions of this Reg AB Addendum shall be applicable to all Mortgage Loans included in a Securitization Transaction closing on or after January 1, 2006, regardless whether the Mortgage Loans were purchased by the Purchaser from the Company prior to the date hereof. None of Neither the Sponsor, the Administrator Purchaser nor the Issuer any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer Company 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 reasonable requests made by the Issuer Purchaser or the Administrator any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer Company shall cooperate fully with the Administrator and the Issuer Purchaser to deliver to the Administrator or Issuer, as applicable Purchaser (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer Purchaser or the Administrator any Depositor to permit the Issuer Purchaser or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the ServicerCompany, any Subservicer Subservicer, any Third-Party Originator and the ReceivablesMortgage Loans, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Purchaser or the Administrator any Depositor to be necessary in order to effect such compliance. The Issuer shallPurchaser and the Company also acknowledge and agree that Section 2.02(a)(i)-(v), Section 2.03(c), (e) and (f), Section 2.04, Section 2.05 and Section 2.06 of this Reg AB Addendum shall cause only be applicable with respect to any Mortgage Loan if the Administrator Company (including or Subservicer, if any) services such Mortgage Loan for a period following the closing date of a related Securitization Transaction. The Purchaser and the Company also acknowledge and agree that this Reg AB Addendum is intended to supplement the terms of the Agreement and, to the extent inconsistent, the rights and obligations under the Agreement shall continue to apply with respect to any Reconstitution (as defined in the Agreement) that is not covered by the definition of its assignees “Securitization Transfer” in this Reg AB Addendum; provided, however, that the requirement to provide an accountants’ report pursuant to Section 11.21 of the Agreement shall be deemed satisfied with respect to any Reconstitution that occurs prior to, on or designees) to cooperate with following the Servicer date hereof by providing timely an accountants’ attestation that satisfies the requirements of Section 2.05(a)(ii) of this Reg AB Addendum. For purposes of this Reg AB Addendum, the term “Purchaser” shall refer to EMC Mortgage Corporation and its successors in interest and assigns. In addition, any notice of requests for information under these provisions and or request that must be “in writing” or “written” may be made by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation ABelectronic mail.

Intent of the Parties; Reasonableness. The Each of the Issuer, the Depositor, the Seller, Servicer, Sponsor the Servicer and Issuer acknowledge the Indenture Trustee acknowledges and agree agrees that the purpose of Article Three Part II of this Agreement Appendix B is to facilitate compliance by the Issuer Issuer, the Depositor, the Seller, the Servicer and the Depositor Indenture Trustee with the provisions of Regulation AB and the related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Issuer nor the Issuer Seller shall exercise its right to request delivery of information information, reports or other performance under these provisions other than in good faith, or for purposes other than compliance with Regulation AB. Each of the Securities ActIssuer, the Exchange Act Seller and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise. For so long as the Issuer is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, each of the Issuer, the Depositor, the Seller, the Servicer and the Indenture Trustee hereby agrees to reasonably comply with all reasonable requests made by any of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable other parties hereto (including any of its assignees or designees), any and all statementsas the case may be, in good faith for delivery of such information or reports, certificationsincluding, records without limitation, any Servicer compliance statements and any other information necessary reports (solely with respect to the Servicer), and assessments of compliance and attestation, as may be required under the then-current interpretations of Regulation AB. The servicing criteria to be addressed in the good faith determination Indenture Trustee’s assessment of compliance and attestation shall be set forth on Schedule I attached hereto and such assessments of compliance and attestations shall be provided by March 15th and shall only be required for years in which a 10-K is required to be filed. SCHEDULE I Servicing Criteria To Be Addressed In Assessment Of Compliance The assessment of compliance to be delivered by the Issuer or Indenture Trustee, shall address, at a minimum, the Administrator to permit the Issuer or Administrator (acting criteria identified as below as “Applicable Servicing Criteria”: Reference Criteria Cash Collection and Administration 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Investor Remittances and Reporting 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Issuertransaction agreements.* 1122(d)(3)(iii) Disbursements made to comply with the provisions of Regulation AB, together with such disclosures relating an investor are posted within two business days to the Servicer, any Subservicer and the Receivables’s investor records, or the servicing such other number of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, days specified in the reasonable judgment transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or the Issuer other form of payment, or the Administrator, as applicable, custodial bank statements. *Solely with respect to comply with Regulation AB.remittances Schedule-1 (2023-C Sale and Servicing Agreement)

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Indenture Trustee and Issuer acknowledge and agree that the purpose of Article Three Sections 3.09 of this Agreement is to facilitate compliance by the Issuer and the Depositor Seller with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer 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 Issuer (or the Administrator 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 this transaction, the Servicer Indenture Trustee shall cooperate fully with the Administrator and Issuer (or the Issuer Administrator, acting on behalf of the Issuer) to deliver to the Administrator Issuer (or the Administrator, acting on behalf of the Issuer, as applicable (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 Issuer (or the Administrator to permit the Issuer or Administrator (Administrator, acting on behalf of the Issuer) to permit the Issuer to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, Indenture Trustee or any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer (or the Administrator Administrator, acting on behalf of the Issuer) to be necessary in order to effect such compliance. The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 or the Administrator, as applicable, to comply with Regulation AB.. 77

Intent of the Parties; Reasonableness. The SellerEligible Lender Trustee, ServicerAdministrator, Sponsor on behalf of the Issuer, and Issuer the Servicer acknowledge and agree that the purpose of Article Three VII of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Eligible Lender Trustee, Administrator, on behalf of the Sponsor, the Administrator Issuer nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed asset­backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Administrator, on behalf of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer Issuer, to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (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 Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, Servicer and/or any Subservicer and the Receivables, or the servicing of the ReceivablesTrust Student Loans, reasonably believed by the Issuer or Administrator, on behalf of the Administrator Issuer, to be necessary in order to effect such compliance. The Issuer shallAdministrator, and shall cause on behalf of the Administrator Issuer, (including any of its assignees or designees) to 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 Issuer’s reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Each of the Issuer, the Depositor, the Seller, Servicer, Sponsor the Servicer and Issuer acknowledge the Indenture Trustee acknowledges and agree agrees that the purpose of Article Three Part II of this Agreement Appendix B is to facilitate compliance by the Issuer Issuer, the Depositor, the Seller, the Servicer and the Depositor Indenture Trustee with the provisions of Regulation AB and the related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Issuer nor the Issuer Seller shall exercise its right to request delivery of information information, reports or other performance under these provisions other than in good faith, or for purposes other than compliance with Regulation AB. Each of the Securities ActIssuer, the Exchange Act Seller and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise. For so long as the Issuer is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, each of the Issuer, the Depositor, the Seller, the Servicer and the Indenture Trustee hereby agrees to reasonably comply with all reasonable requests made by any of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable other parties hereto (including any of its assignees or designees), any and all statementsas the case may be, in good faith for delivery of such information or reports, certificationsincluding, records without limitation, any Servicer compliance statements and any other information necessary reports (solely with respect to the Servicer), and assessments of compliance and attestation, as may be required under the then-current interpretations of Regulation AB. The servicing criteria to be addressed in the good faith determination Indenture Trustee’s assessment of compliance and attestation shall be set forth on Schedule I attached hereto and such assessments of compliance and attestations shall be provided by March 15th and shall only be required for years in which a 10-K is required to be filed. SCHEDULE I Servicing Criteria To Be Addressed In Assessment Of Compliance The assessment of compliance to be delivered by the Issuer or Indenture Trustee, shall address, at a minimum, the Administrator to permit the Issuer or Administrator (acting criteria identified as below as “Applicable Servicing Criteria”: Reference Criteria Cash Collection and Administration 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Investor Remittances and Reporting 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Issuertransaction agreements.* 1122(d)(3)(iii) Disbursements made to comply with the provisions of Regulation AB, together with such disclosures relating an investor are posted within two business days to the Servicer, any Subservicer and the Receivables’s investor records, or the servicing such other number of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, days specified in the reasonable judgment transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or the Issuer other form of payment, or the Administrator, as applicable, custodial bank statements. *Solely with respect to comply with Regulation AB.remittances Schedule-1 (2022-B Sale and Servicing Agreement)

Intent of the Parties; Reasonableness. The SellerEach of the Issuer, Servicerthe Indenture Trustee, Sponsor the Seller and Issuer acknowledge the Servicer acknowledges and agree agrees that the purpose of Article Three Part II of this Agreement Appendix A is to facilitate compliance by the Issuer Issuer, the Indenture Trustee, the Seller, and the Depositor Servicer with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Issuer nor the Issuer Seller shall exercise its right to request delivery of information information, reports or other performance under these provisions other than in good faith, or for purposes other than compliance with Regulation AB. Each of the Securities ActIssuer, the Exchange Act Indenture Trustee, the Seller and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and the Servicer hereby agrees to reasonably comply with all reasonable requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statementsthe Indenture Trustee or the Seller, as the case may Appendix A-1 be, in good faith for delivery of such information or reports, certificationsincluding, records without limitation, any Servicer compliance statements and any other information necessary in reports, and assessments of compliance and attestation, as may be required under the good faith determination then-current interpretations of Regulation AB. Notwithstanding the Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf foregoing, each of the Issuer) , the Indenture Trustee, the Seller and the Servicer hereby agree to comply with the provisions all applicable sections of Regulation AB, together with such disclosures relating to including, without limitation, Item 1122 of Regulation AB, which includes the Servicerdelivery by the Servicer of compliance statements and assessment and attestation reports, any Subservicer and the Receivables, or Servicer shall obtain from each party participating in the servicing function the reports required by Item 1122 of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The SellerEach of the Issuer, Servicerthe Company, Sponsor the Sellers, the Servicer and Issuer acknowledge the Indenture Trustee acknowledges and agree agrees that the purpose of Article Three Part II of this Agreement Appendix A is to facilitate compliance by the Issuer Issuer, the Company, the Sellers, the Servicer and the Depositor Indenture Trustee with the provisions of Regulation AB and the related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Issuer nor the Issuer Sellers shall exercise its right to request delivery of information information, reports or other performance under these provisions other than in good faith, or for purposes other than compliance with Regulation AB. Each of the Securities ActIssuer, the Exchange Act Sellers and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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. Each of the Issuer, consensus among participants in the asset-backed securities marketsCompany, advice of counselthe Sellers, or otherwise, the Servicer and the Indenture Trustee hereby agrees to reasonably comply with all reasonable requests made by any of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable other parties hereto (including any of its assignees or designees), any and all statementsas the case may be, in good faith for delivery of such information or reports, certificationsincluding, records without limitation, any Servicer compliance statements and any other information necessary reports (solely with respect to the Servicer), and assessments of compliance and attestation, as may be required under the then-current interpretations of Regulation AB. The servicing criteria to be addressed in the good faith determination Indenture Trustee’s assessment of compliance and attestation shall be set forth on Schedule I attached hereto and such assessments of compliance and attestations shall be provided by March 15th and shall only be required for years in which a 10-K is required to be filed. Appendix A-1 (2006-Sale and Servicing Agreement) SCHEDULE I Servicing Criteria To Be Addressed In Assessment Of Compliance The assessment of compliance to be delivered by the Issuer or Indenture Trustee, shall address, at a minimum, the Administrator to permit the Issuer or Administrator (acting criteria identified as below as “Applicable Servicing Criteria”: Reference Criteria Cash Collection and Administration 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Investor Remittances and Reporting 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Issuertransaction agreements. 1122(d)(3)(iii) Disbursements made to comply with the provisions of Regulation AB, together with such disclosures relating an investor are posted within two business days to the Servicer, any Subservicer and the Receivables’s investor records, or the servicing such other number of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, days specified in the reasonable judgment transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or the Issuer other form of payment, or the Administrator, as applicable, to comply with Regulation ABcustodial bank statements.

Intent of the Parties; Reasonableness. The SellerIssuer, Servicerthe Eligible Lender Trustee, Sponsor the Indenture Trustee and Issuer the Administrator acknowledge and agree that the purpose of this Article Three of this Agreement XII is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None The Eligible Lender Trustee and the Administrator, on behalf of the SponsorIssuer, the Administrator nor 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 thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive interpretative guidance provided by the Commission or its staff, staff consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or Administrator, on behalf of the Administrator Issuer, in good faith faith, for the delivery of information under these provisions on the basis of evolving involving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer Indenture Trustee shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer Issuer, to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (including any of its assignees or designees), any and all statements, reports, certifications, records records, attestation, and any other information necessary in the good faith determination of the Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, Indenture Trustee or the servicing of the ReceivablesTrust Student Loans, reasonably believed by the Issuer or Administrator, on behalf of the Administrator Issuer, to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The SellerEligible Lender Trustee, ServicerAdministrator, Sponsor on behalf of the Issuer, and Issuer the Servicer acknowledge and agree that the purpose of Article Three VII of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission, to the extent such compliance becomes applicable. None Neither the Eligible Lender Trustee, Administrator, on behalf of the SponsorIssuer, the Administrator nor the Issuer 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Administrator, on behalf of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactiontherewith, the Servicer shall cooperate fully with the Administrator and Administrator, on behalf of the Issuer Issuer, to deliver to the Administrator or IssuerAdministrator, as applicable on behalf of the Issuer (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 Issuer or the Administrator to permit the Issuer or Administrator (acting Administrator, on behalf of the Issuer) , to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, Servicer and/or any Subservicer and the Receivables, or the servicing of the ReceivablesTrust Student Loans, reasonably believed by the Issuer or Administrator, on behalf of the Administrator Issuer, to be necessary in order to effect such compliance. The Issuer shallAdministrator, and shall cause on behalf of the Administrator Issuer, (including any of its assignees or designees) to 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 Issuer’s reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Owner and Issuer the Servicer acknowledge and agree that the purpose of Article Three the provisions of this Agreement relating to Regulation AB set forth in Sections 4.04, 4.05, 4.06, 4.10, 4.11, 5.02, 8.01(c), 8.01(d) and 10.09 of this Agreement is to facilitate compliance by the Issuer Owner and the Depositor any depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Owner nor the Issuer any depositor 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 Securities Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether time 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, staff and agrees to comply with requests made by the Issuer or the Administrator negotiate in good faith with the Owner or any Depositor with regard to any reasonable requests for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer shall cooperate fully with the Administrator and the Issuer Owner to deliver to the Administrator or Issuer, as applicable Owner (including any of its assignees or designees)) and any depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer or the Administrator to permit the Issuer Owner or Administrator (acting on behalf of the Issuer) such depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, Servicer or any Subservicer and the ReceivablesMortgage Loans, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be Mortgage Loans necessary in order to effect such compliance. The Issuer shall, and Owner shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing and provide sufficient and timely notice of any information requirements pertaining to a Securitization Transaction. The Owner will make all reasonable efforts to contain requests for information under these provisions and by reasonably limiting such requests information, reports or other materials to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply items required for compliance with Regulation AB, and shall not request information which is not required for such compliance. IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written. DB STRUCTURED PRODUCTS, INC. (Owner) By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director By: /s/ Hyung Peak Name: Hyung Peak Title: Managing Director COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited Partnership (Servicer) By: COUNTRYWIDE GP, INC., general partner By: /s/ Xxxxxx X. Xxx Name: Xxxxxx X. Xxx Title: Senior Vice President EXHIBIT 1 MONTHLY REPORTS TRIAL BALANCE REMITTANCE DELINQUENCY DAILY REPORTS Data Extract Payoff HELOC Data Extract Transaction Report EXHIBIT 2 CUSTODIAL ACCOUNT CERTIFICATION _______ __, 200_ The Servicer hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 2.04 of the Flow Servicing Agreement, dated as of June 30, 2006, Fixed and Adjustable Rate Mortgage Loans. The Custodial Account shall be a Special Deposit Account. Title of Account: Countrywide Home Loans Servicing LP, in trust for “DB Structured Products, Inc.” Account Number: _____________________ Address of office or branch of the Servicer at which Account is maintained: ______________________________ COUNTRYWIDE HOME LOANS SERVICING LP, Servicer By:_________________________________ Name:__________________________ Title: ___________________________ Date: ___________________________ EXHIBIT 3 CUSTODIAL ACCOUNT LETTER AGREEMENT _______ __, 200_ To: _____________________________ _____________________________ _____________________________ (the “Depository”) As Servicer under the Flow Servicing Agreement, dated as of June 30, 2006, Fixed and Adjustable Rate Mortgage Loans (the “Agreement”), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 2.04 of the Agreement, to be designated “Countrywide Home Loans Servicing LP, as servicer, in trust for DB Structured Products, Inc.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Servicer. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. COUNTRYWIDE HOME LOANS SERVICING LP Servicer By:_________________________________ Name:__________________________ Title: ___________________________ Date: ___________________________ The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number __________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The Custodial Account shall be a Special Deposit Account. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation. ____________________________________ Depository By:_________________________________ Name:__________________________ Title: ___________________________ Date: ___________________________ EXHIBIT 4 ESCROW ACCOUNT CERTIFICATION _________ ___, 200_ ________________________ hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 2.06 of the Flow Servicing Agreement, dated as of June 30, 2006, Fixed and Adjustable Rate Residential Mortgage Loans. The Escrow Account shall be a Special Deposit Account. Title of Account: “Countrywide Home Loans Servicing LP, in trust for DB Structured Products, Inc., and various Mortgagors.” Account Number: _________________________ Address of office or branch of the Servicer at which Account is maintained: _________________________ ___________________________________ ___________________________________ ____________________________________ COUNTRYWIDE HOME LOANS SERVICING LP Servicer By:_________________________________ Name:__________________________ Title: ___________________________ Date: ___________________________ EXHIBIT 5 ESCROW ACCOUNT LETTER AGREEMENT _______ ___, 200_ To: _____________________________ _____________________________ _____________________________ (the “Depository”) As Servicer under the Flow Servicing Agreement, dated as of June 30, 2006, Fixed and Adjustable Rate Residential Mortgage Loans (the “Agreement”), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 2.06 of the Agreement, to be designated as “Countrywide Home Loans Servicing LP, in trust for [Name of Owner], and various Mortgagors.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Servicer. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. COUNTRYWIDE HOME LOANS SERVICING LP Servicer By:_________________________________ Name:__________________________ Title: ___________________________ Date: ___________________________ The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number ______, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The Escrow Account shall be a Special Deposit Account. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation. _________________________________ Depository By:_________________________________ Name:__________________________ Title: ___________________________ Date: ___________________________ EXHIBIT 6 FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated ______________(“Agreement”), among DB Structured Products, Inc. (“Assignor”), Deutsche Alt-A Securities, Inc. (“Assignee”) and Countrywide Home Loans Servicing LP (the “Company”), and acknowledged and agreed to by HSBC Bank USA, National Association, as trustee (“Trustee”) and Xxxxx Fargo Bank, N.A., as master service (“Master Servicer”). For and in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Indenture Trustee and Issuer acknowledge and agree that the purpose of Article Three Sections 3.09 of this Agreement is to facilitate compliance by the Issuer and the Depositor Seller with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer 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 Issuer (or the Administrator 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 this transaction, the Servicer Indenture Trustee shall cooperate fully with the Administrator and Issuer (or the Issuer Administrator, acting on behalf of the Issuer) to deliver to the Administrator Issuer (or the Administrator, acting on behalf of the Issuer, as applicable (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 Issuer (or the Administrator to permit the Issuer or Administrator (Administrator, acting on behalf of the Issuer) to permit the Issuer to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, Indenture Trustee or any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer (or the Administrator Administrator, acting on behalf of the Issuer) to be necessary in order to effect such compliance. The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Each of the Issuer, the Depositor, the Seller, Servicer, Sponsor the Servicer and Issuer acknowledge the Indenture Trustee acknowledges and agree agrees that the purpose of Article Three Part II of this Agreement Appendix A is to facilitate compliance by the Issuer Issuer, the Depositor, the Seller, the Servicer and the Depositor Indenture Trustee with the provisions of Regulation AB and the related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Issuer nor the Issuer Seller shall exercise its right to request delivery of information information, reports or other performance under these provisions other than in good faith, or for purposes other than compliance with Regulation AB. Each of the Securities ActIssuer, the Exchange Act Seller and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). 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, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise. For so long as the Issuer is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, each of the Issuer, the Depositor, the Seller, the Servicer and the Indenture Trustee hereby agrees to reasonably comply with all reasonable requests made by any of the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable other parties hereto (including any of its assignees or designees), any and all statementsas the case may be, in good faith for delivery of such information or reports, certificationsincluding, records without limitation, any Servicer compliance statements and any other information necessary reports (solely with respect to the Servicer), and assessments of compliance and attestation, as may be required under the then-current interpretations of Regulation AB. The servicing criteria to be addressed in the good faith determination Indenture Trustee’s assessment of compliance and attestation shall be set forth on Schedule I attached hereto and such assessments of compliance and attestations shall be provided by March 15th and shall only be required for years in which a 10-K is required to be filed. SCHEDULE I Servicing Criteria To Be Addressed In Assessment Of Compliance The assessment of compliance to be delivered by the Issuer or Indenture Trustee, shall address, at a minimum, the Administrator to permit the Issuer or Administrator (acting criteria identified as below as “Applicable Servicing Criteria”: Reference Criteria Cash Collection and Administration 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Investor Remittances and Reporting 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Issuertransaction agreements.* 1122(d)(3)(iii) Disbursements made to comply with the provisions of Regulation AB, together with such disclosures relating an investor are posted within two business days to the Servicer, any Subservicer and the Receivables’s investor records, or the servicing such other number of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, days specified in the reasonable judgment transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or the Issuer other form of payment, or the Administrator, as applicable, custodial bank statements. * Solely with respect to comply with Regulation AB.remittances

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Owner and Issuer the Company acknowledge and agree that the purpose of Article Three Section 11.A of this Agreement is to facilitate compliance by the Issuer Owner and the any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Owner nor the Issuer any Depositor 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 Sarbanes – Oxley Act and, in each case, and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer Company 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 Issuer Owner, any Master Servicer or the Administrator any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer Company shall cooperate fully with the Administrator Owner and the Issuer any Master Servicer to deliver to the Administrator or Issuer, as applicable Owner (including any of its assignees or designees), any Master Servicer and any Depositor, any and all statements, reports, certifications, records and any other information reasonably believed to be necessary in the good faith determination of the Issuer Owner, the Master Servicer or the Administrator any Depositor to permit the Issuer Owner, such Master Servicer or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the ServicerCompany, any Subservicer Subservicer, any Third-Party Originator and the ReceivablesMortgage Loans, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Owner or the Administrator any Depositor to be necessary in order to effect such compliance. The Issuer shallobligations identified in this Section 11.A shall apply to the Company notwithstanding (i) the failure of the Company to qualify as a “servicer” under Item 1101 of Regulation AB, (ii) the inapplicability of Item 1108 to the Company, and shall cause (iii) the Administrator failure of the Company to qualify as a party participating in the servicing function as set forth in Item 1122 of Regulation AB. The Owner (including any of its assignees or designees) to shall cooperate with the Servicer Company by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Owner’s reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Purchaser and Issuer the Company acknowledge and agree that the purpose of Article Three of this Agreement Sections 6.4 and 6.5 is to facilitate compliance by the Issuer Purchaser and the any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Purchaser nor the Issuer any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer Company acknowledges that interpretations of the requirements of Regulation AB may change over time, whether time 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 Issuer Purchaser or the Administrator any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. Each party agrees that it shall cooperate in good faith to amend this Agreement in light of any such changes in interpretations of the requirements of Regulation AB over time due to interpretive guidance provided by the Commission or its staff. In connection with this transactionany Securitization Transaction to which Regulation AB applies, the Servicer Company shall cooperate fully with the Administrator and the Issuer Purchaser to deliver to the Administrator or Issuer, as applicable Purchaser (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer Purchaser or the Administrator such Depositor to permit the Issuer Purchaser or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the ServicerCompany, any Subservicer Third-Party Originator and the Receivables, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Purchaser or the Administrator such Depositor to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator Purchaser (including any of its assignees or designees) to shall cooperate with the Servicer Company 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 or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. (a) The Seller, Servicer, Sponsor and Issuer parties hereto acknowledge and agree that the purpose of Article Three X of this Agreement is to facilitate compliance by the Issuer Depositor and the any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. None of the SponsorThe Depositor shall not, the Administrator nor the Issuer shall and no Other Depositor may, exercise its right rights 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 (or the provision in a private offering of disclosure comparable to that required under the Securities Xxxxxxxx-Xxxxx Act). The Servicer acknowledges parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether time 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 agree to comply with reasonable requests made by the Issuer Depositor, or the Administrator any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the CSAIL 2015-C4 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C4, and any Serviced Companion Loan Securities, each of the parties to this transaction, the Servicer Agreement shall cooperate fully with the Administrator Depositor and the Issuer Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Administrator Depositor or IssuerOther Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Issuer Depositor or the Administrator Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Issuer Depositor or Administrator (acting on behalf of the Issuer) any Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, any Subservicer the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the ReceivablesTrustee, as applicable, and any Sub-Servicer, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Depositor or the Administrator any Other Depositor, as applicable, to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to 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 reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Subservicer and the Servicer, Sponsor and Issuer on behalf of the Issuer, acknowledge and agree that the purpose of Article Three VIII of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of Neither the Sponsor, the Administrator Servicer nor the Issuer Sub-Administrator 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer Subservicer 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 Issuer Depositor, the Servicer or the Administrator Sub-Administrator, 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 this transactiontherewith, the Servicer Subservicer shall cooperate fully with the Administrator Depositor, the Servicer and the Issuer Sub-Administrator, on behalf of the Issuer, to deliver to the Administrator or IssuerSub-Administrator, as applicable on behalf of the Issuer (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 Issuer Servicer or the Administrator to permit the Issuer or Administrator (acting Sub-Administrator, on behalf of the Issuer) , to permit the Sub-Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, Subservicer and/or any other subservicer appointed by the Subservicer and the Receivables, or the servicing of the ReceivablesSubserviced Student Loans, reasonably believed by the Issuer Servicer or the Administrator Sub-Administrator, on behalf of the Issuer, to be necessary in order to effect such compliance. The Issuer shallPursuant to the terms of the Depositor Agreement, the Subservicer shall and pursuant to Section 7.1 of the Servicing Agreement shall cause the Administrator Sub-Administrator, on behalf of the Issuer (including any of its assignees or designees) to cooperate with the Servicer Subservicer (at the Subservicer's expense) by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Issuer's reasonable judgment or the Issuer or the Administrator, as applicablejudgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor and Issuer parties hereto acknowledge and agree that the purpose of Article Three XI of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. None of the SponsorExcept with respect to Section 11.09 and Section 11.11, the Administrator nor Depositor or the Issuer Master Servicer shall not exercise its their 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, the Sarbanes-Oxley Act and and, in each case, the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)xxx Xxxxxxxxxn thereunder. The Servicer acknowledges parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether time 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 agree to comply with reasonable requests made by the Issuer Depositor or the Administrator Master Servicer in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionthe Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 20[__]-[_], each of the Master Servicer, the Special Servicer and the Trustee shall cooperate fully with the Administrator Depositor and the Issuer Master Servicer, as applicable, to deliver to the Administrator Depositor or Issuerthe Trustee, as applicable (including any of its their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession necessary in the good faith determination of the Issuer Depositor or the Administrator Trustee, as applicable, to permit the Issuer or Administrator (acting on behalf of the Issuer) Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, any Subservicer the Special Servicer and the ReceivablesTrustee, as applicable, and any Additional Servicer, Subcontractor, Servicing Function Participant or Sub-Servicer, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Depositor or the Administrator Master Servicer, as applicable, to be necessary in order to effect such compliance. The Issuer Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, and shall cause upon reasonable advance written request, provide information in sufficient time to allow the Administrator (including any of its assignees or designees) to 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 reasonable judgment Depositor or the Issuer or the AdministratorTrustee, as applicable, to comply with Regulation ABsatisfy any related filing requirements.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Indenture Trustee and Issuer acknowledge and agree that the purpose of Article Three Section 3.11 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 Commission thereunder thereunder. Each of the parties hereto agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or the provision in a private offering of disclosure comparable to that required under guidance from the Securities Act). The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over timeand Exchange Commission, whether due to interpretive guidance provided by the Commission convention or its staff, consensus among active participants in the asset-backed securities markets, advice or otherwise in respect of counsel, or otherwise, the requirements of Regulation AB as they may be applied by the Securities and agrees Exchange Commission to the Issuer in connection with the Notes and (c) the parties shall comply with reasonable requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination behalf of the Issuer or the Administrator Indenture Trustee for delivery of additional or different information, to permit the Issuer or Administrator (acting on behalf of extent such information is available, as the Issuer) person requesting such information may determine in good faith is necessary for it to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer . Any and the Receivables, or the servicing of the Receivables, reasonably believed all expenses incurred by the Issuer or the Administrator to Indenture Trustee in compliance with this Section shall be necessary considered indemnities payable in order to effect such complianceaccordance with Section 6.07 hereof. The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 of the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Purchaser and Issuer the Company acknowledge and agree that the purpose of Article Three II of this Agreement Reg AB Addendum is to facilitate compliance by the Issuer Purchaser and the any Depositor with the provisions of Regulation AB and related rules and regulations of the CommissionCommission and that the provisions of this Reg AB Addendum shall be applicable to all Mortgage Loans included in a Securitization Transaction closing on or after January 1, 2006, regardless whether the Mortgage Loans were purchased by the Purchaser from the Company prior to the date hereof. None of Neither the Sponsor, the Administrator Purchaser nor the Issuer any Depositor 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Servicer Company 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 reasonable requests made by the Issuer Purchaser or the Administrator any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transactionany Securitization Transaction, the Servicer Company shall cooperate fully with the Administrator and the Issuer Purchaser to deliver to the Administrator or Issuer, as applicable Purchaser (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer Purchaser or the Administrator any Depositor to permit the Issuer Purchaser or Administrator (acting on behalf of the Issuer) such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the ServicerCompany, any Subservicer Subservicer, any Third-Party Originator and the ReceivablesMortgage Loans, or the servicing of the ReceivablesMortgage Loans, reasonably believed by the Issuer Purchaser or the Administrator any Depositor to be necessary in order to effect such compliance. The Issuer shallPurchaser and the Company also acknowledge and agree that Section 2.02(a)(i)-(v), Section 2.03(c), (e) and (f), Section 2.04, Section 2.05 and Section 2.06 of this Reg AB Addendum shall cause only be applicable with respect to any Mortgage Loan if the Administrator Company (including or Subservicer, if any) services such Mortgage Loan for a period following the closing date of a related Securitization Transaction. The Purchaser and the Company also acknowledge and agree that this Reg AB Addendum is intended to supplement the terms of the Agreement and, to the extent inconsistent, the rights and obligations under the Agreement shall continue to apply with respect to any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, Transfer (as defined in the reasonable judgment Agreement) that is not covered by the definition of "Securitization Transfer" in this Reg AB Addendum. For purposes of this Reg AB Addendum, the term "Purchaser" shall refer to Xxxxxx Brothers Bank, FSB and its successors in interest, assigns and designees. In addition, any notice or the Issuer request that must be "in writing" or the Administrator, as applicable, to comply with Regulation AB"written" may be made in mutually acceptable electronic format.

Intent of the Parties; Reasonableness. The Seller, Servicer, Sponsor Indenture Trustee and Issuer acknowledge and agree that the purpose of Article Three Section 3.10 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None Neither the Issuer nor the Administrator (acting on behalf of the Sponsor, the Administrator nor the Issuer Issuer) 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 Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer 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 markets or otherwise in respect of counsel, or otherwisethe requirements of Regulation AB, and agrees to exercise reasonable effort to comply with requests made by the Issuer (or the Administrator 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 this transaction, the Servicer Indenture Trustee shall exercise reasonable effort to cooperate fully with the Administrator and Issuer (or the Issuer Administrator, acting on behalf of the Issuer) to deliver to the Administrator Issuer (or the Administrator, acting on behalf of the Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information, in each case solely to the extent that such material or information is available to the Indenture Trustee, which is necessary in the good faith determination of the Issuer (or the Administrator to permit the Issuer or Administrator (Administrator, acting on behalf of the Issuer) to permit the Issuer to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, Indenture Trustee reasonably believed by the Issuer in good faith (or the Administrator Administrator, acting on behalf of the Issuer) to be necessary in order to effect such compliance. The Issuer shall(or the Administrator, and acting on behalf of the Issuer) shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer 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 or the Administrator, as applicable, to comply with Regulation AB.. * * * * *