Common use of Cooperation in Securitization Clause in Contracts

Cooperation in Securitization. (a) At the request of the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder or the Note A-3-2 Holder, the Junior Noteholder shall use reasonable efforts, at the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3-1 Holder’s or the Note A-3-2 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to reasonably cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such initial Securitization the Junior Noteholder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Junior Noteholder or (ii) materially increase the Junior Noteholder’s obligations or materially decrease the Junior Noteholder’s rights, remedies or protections. In connection with the Securitization, the Junior Noteholder agrees to provide for inclusion in any disclosure document relating to the related Securitization such information concerning the Junior Noteholder and the Junior Note as the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder reasonably determine to be necessary or appropriate, and the Junior Noteholder covenants and agrees that it shall reasonably cooperate with the reasonable requests of each Rating Agency and the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1- Holder and the Note A-3-2 Holder in connection with any Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the Junior Note in any Securitization document. The Junior Noteholder acknowledges that the information provided by it to the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Junior Noteholder.

Cooperation in Securitization. (a) At Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization of Note A-1-A, Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B or Note A-2-C, at the request of the Note A-1 Holderrelated Noteholder, the Note A-2 Holder, the Note A-3-1 Holder or the Note A-3-2 Holder, the Junior each other Noteholder shall use commercially reasonable efforts, at the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3-1 Holder’s or the Note A-3-2 Holderrequesting Noteholder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder requesting Noteholder customarily adhere adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to reasonably cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder requesting Noteholder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such initial the Securitization the Junior no other Noteholder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of any payments to be made to, such paymentsNoteholder, the Junior Noteholder or (ii) materially increase the Junior such Noteholder’s obligations or materially decrease the Junior such Noteholder’s rights, remedies or protectionsprotections hereunder or under any Mortgage Loan Document, or (iii) otherwise materially adversely affect the rights and interests of such Noteholder. In connection with the Securitizationany such Securitization of Note A-1-A, the Junior Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B or Note A-2-C, each other Noteholder agrees to provide for inclusion in any disclosure document relating to the related Securitization such customary non-confidential information concerning the Junior such Noteholder and the Junior Note as the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder requesting Noteholder reasonably determine determines to be necessary or appropriate, and the Junior to satisfy its disclosure obligations in connection with its Securitization. Each Noteholder covenants and agrees that if it is not the requesting Noteholder, it shall reasonably use commercially reasonable efforts to cooperate with the reasonable requests of each Rating Agency and the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1- Holder and the Note A-3-2 Holder requesting Noteholder in connection with any Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof in connection with the Securitization, and to review and respond reasonably promptly with respect to any information relating to it and the Junior Note in any Securitization document, all at the cost and expense of the requesting Noteholder. The Junior Each Noteholder acknowledges that the information provided by it to the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder requesting Noteholder pursuant to this Section 40 may be incorporated into the offering documents for a Securitization. The A requesting Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder, the Note A-3-2 A Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Junior Noteholderby each other Noteholder pursuant to this Section 40.

Cooperation in Securitization. (a) At Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 A-3 Holder, the Note A-4 Holder or the Note A-3-2 A-5 Holder, the Junior Noteholder Note B Holder shall use reasonable efforts, at the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3-1 A-3 Holder’s, Note A-4 Holder’s or the Note A-3-2 A-5 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 A-3 Holder, the Note A-4 Holder and the Note A-3-2 A-5 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 A-3 Holder, the Note A-4 Holder and the Note A-3-2 A-5 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to reasonably cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 A-3 Holder, the Note A-4 Holder and the Note A-3-2 A-5 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such initial the Securitization the Junior Noteholder Note B Holder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Junior Noteholder Note B Holder or (ii) materially increase the Junior NoteholderNote B Holder’s obligations or materially decrease the Junior NoteholderNote B Holder’s rights, remedies or protections. In connection with the Securitization, the Junior Noteholder Note B Holder agrees to provide for inclusion in any disclosure document relating to the related Securitization such information concerning the Junior Noteholder Note B Holder and the Junior Note other Notes as the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 A-3 Holder, the Note A-4 Holder and the Note A-3-2 A-5 Holder reasonably determine to be necessary or appropriate, and the Junior Noteholder . The Note B Holder covenants and agrees that it shall reasonably use reasonable efforts to cooperate with the reasonable requests of each Rating Agency and the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1- A-3 Holder, the Note A-4 Holder and the Note A-3-2 A-5 Holder in connection with any the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the Junior Note other Notes in any Securitization document, all at the cost and expense of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, as applicable. The Junior Noteholder Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 A-3 Holder, the Note A-4 Holder and the Note A-3-2 A-5 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 A-3 Holder, the Note A-3-2 A-4 Holder and the Note A-5 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Junior NoteholderNote B Holder.

Cooperation in Securitization. (a) At Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, the Note A-3-1 Holder or the Note A-3-2 Holder, the Junior Noteholder B Holders shall use reasonable efforts, at the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3-1 Holder’s or the Note A-3-2 A-3 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-3 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-3 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to reasonably cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-3 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such initial the Securitization the Junior Noteholder Note B Holders shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Junior Noteholder Note B Holders or (ii) materially increase the Junior Noteholder’s Note B Holders’ obligations or materially decrease the Junior Noteholder’s Note B Holders’ rights, remedies or protections. In connection with the Securitization, the Junior Noteholder agrees to provide for inclusion in any disclosure document relating to the related Securitization such information concerning the Junior Noteholder and the Junior Note as the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder reasonably determine to be necessary or appropriate, and the Junior Noteholder covenants and agrees that it shall reasonably cooperate with the reasonable requests of each Rating Agency and the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1- Holder and the Note A-3-2 Holder in connection with any Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the Junior Note in any Securitization document. The Junior Noteholder acknowledges that the information provided by it to the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Junior Noteholder.or

Cooperation in Securitization. (a) At Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Note A-1 Holder, Holder or the Note A-2 Holder, the Note A-3-1 B Holder or the Note A-3-2 Holder, the Junior Noteholder shall use reasonable efforts, at the Note A-1 Holder’s, the ’s or Note A-2 Holder’s, the Note A-3-1 Holder’s or the Note A-3-2 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to reasonably cooperate with the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such initial the Securitization the Junior Noteholder Note B Holder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Junior Noteholder Note B Holder or (ii) materially increase the Junior NoteholderNote B Holder’s obligations or materially decrease the Junior NoteholderNote B Holder’s rights, remedies or protections. In connection with the Securitization, the Junior Noteholder Note B Holder agrees to provide the identity of the Note B Holder and the Junior Operating Advisor for inclusion in any disclosure document relating to the related Securitization such information concerning the Junior Noteholder and the Junior Note as the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-2 Holder reasonably determine to be necessary or appropriate, and the Junior Noteholder . The Note B Holder covenants and agrees that (at the Note A-1 Holder’s or Note A-2 Holder’s expense, as applicable) it shall reasonably use reasonable efforts to cooperate with the reasonable requests of each Rating Agency and the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1- Holder and the Note A-3-2 Holder in connection with any the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the Junior Note other Notes in any Securitization document. The Junior Noteholder Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Junior NoteholderNote B Holder.

Cooperation in Securitization. (a) At Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Note A-1 Holder, Holder or the Note A-2 Holder, the Note A-3-1 B Holder or the Note A-3-2 Holder, the Junior Noteholder shall use reasonable efforts, at the Note A-1 Holder’s, the ’s or Note A-2 Holder’s, the Note A-3-1 Holder’s or the Note A-3-2 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to reasonably cooperate with the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such initial the Securitization the Junior Noteholder Note B Holder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Junior Noteholder Note B Holder or (ii) materially increase the Junior NoteholderNote B Holder’s obligations or materially decrease the Junior NoteholderNote B Holder’s rights, remedies or protections. In connection with the Securitization, the Junior Noteholder Note B Holder agrees to provide the identity of the Note B Holder and the Junior Operating Advisor for inclusion in any disclosure document relating to the related Securitization such information concerning the Junior Noteholder and the Junior Note as the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-2 Holder reasonably determine to be necessary or appropriate, and the Junior Noteholder . The Note B Holder covenants and agrees that (at the Note A-1 Holder’s or Note A-2 Holder’s expense, as applicable) it shall reasonably use reasonable efforts to cooperate with the reasonable requests of each Rating Agency and the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1- Holder and the Note A-3-2 Holder in connection with any the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the Junior Note in any Securitization document. The Junior Noteholder Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Junior NoteholderNote B Holder.

Cooperation in Securitization. (a) At Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, and at its sole cost and expense, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, (x) at the request of the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, the Note A-3-1 B Holder or the Note A-3-2 Holder, the Junior Noteholder shall use reasonable efforts, at the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3-1 Holder’s or the Note A-3-2 A-3 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-3 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-3 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to reasonably cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-3 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such initial Securitization Securitization, the Junior Noteholder Note B Holder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Junior Noteholder Note B Holder or (ii) materially increase the Junior NoteholderNote B Holder’s obligations (other than to an immaterial extent) or materially decrease the Junior NoteholderNote B Holder’s rights, remedies or protectionsprotections (other than to an immaterial extent). In connection with the Securitization, the Junior Noteholder agrees Note B Holder agrees, at the sole cost and expense of the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, to provide for inclusion in any disclosure document relating to the related Securitization such information concerning the Junior Noteholder Note B Holder and the Junior Note other Notes as the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-3 Holder reasonably determine to be necessary or appropriate, ; and (y) the Junior Noteholder Note B Holder covenants and agrees that it shall reasonably cooperate cooperate, at the sole cost and expense of the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, with the reasonable requests of each Rating Agency and the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1- Holder and the Note A-3-2 A-3 Holder in connection with any the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the Junior Note other Notes in any Securitization document. The Junior Noteholder Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-3 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder, the Note A-3-2 A-3 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Junior NoteholderNote B Holder.