Common use of Cooperation in Securitization Clause in Contracts

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each the related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the such Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the such Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the such Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related the Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. . (b) Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents. (c) If a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate at the Non-Lead Securitization Note Holder’s expense with such Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations Reviewer with any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the extent that such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and are not in the possession of the Non-Lead Asset Representations Reviewer (and the Non-Lead Asset Representations Reviewer has informed such party that it has first requested, and not received, the documents from the master servicer, special servicer and custodian for the applicable Non-Lead Securitization).

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, none of the Non-Securitizing Lead Securitization Note Holder Holders shall 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 to, such a Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such a Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such any Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such . Such Non-Securitizing Lead Securitization Note Holder agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such a Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such each Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. . (b) Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related a Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, no Non-Securitizing Lead Securitization Note Holder shall 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such each Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such each Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related a Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note Lead Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents. Each Securitizing Note Holder shall promptly notify each Initial Note Holder that is a Non-Securitizing Note Holder of the closing of any securitization relating to the Mortgage Loan and such notification shall include the securitization name, the Note(s) included in such securitization, the closing date of such securitization and the names of the parties to the related Securitization Servicing Agreement (provided that notwithstanding Section 27 hereof, such notification may be via email to the address set forth on Exhibit B hereto).

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, none of the Non-Securitizing Lead Securitization Note Holder Holders shall 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 to, such a Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such a Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such any Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such each Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such a Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such each Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related a Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note 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 to, such the Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such the Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note in any Securitization document. Each The Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each the Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such the Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a the Lead Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Lead Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Lead Securitization; provided, however, that in connection with the Lead Securitization, no Non-Securitizing Lead Securitization Note Holder shall 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any Securitization, each related The Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Lead Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing Lead Securitization Note Holder and its Non-Lead Securitization Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be or has been incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing any Note Holder. The Securitizing Lead Securitization Note Holder shall Holder, at the Non-Lead Securitization Note Holder’s sole cost and expense, will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note 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 to, such the Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related the Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such the Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing the Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note in any Securitization document. Each The Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each the Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such the Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder Holders shall use reasonable efforts, at such Securitizing Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note Holder 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 to, such any Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall Holders agree to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the Non-Securitizing Lead Securitization Note Holder Holders and its any Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such the Non-Securitizing Lead Securitization Note Holder Holders covenant and agree that they shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the Non-Securitizing Lead Securitization Note Holder Holders and its any Non-Lead Securitization Note in any Securitization document. Each Any Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each any Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each any Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such any Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder Holders drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder each 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 sentenceany A Note, each other Noteholder, at the request of the related Securitizing Note Holdersecuritizing Noteholder, each related Non-Securitizing Note Holder shall use commercially reasonable efforts, at such Securitizing Note Holderthe requesting Noteholder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder the requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder the requesting Noteholder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder the 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 such Securitization; provided, however, that either in connection with such Securitization or otherwise at any time prior to such Securitization no Non-Securitizing Note Holder other Noteholder shall 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 any payments to be made to, such Non-Securitizing Note Holder or Noteholder, (ii) materially increase such Non-Securitizing Note HolderNoteholder’s obligations or materially decrease such Non-Securitizing Note HolderNoteholder’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 any Securitizationsuch Securitization of an A Note, each related Non-Securitizing Note Holder shall provide other Noteholder agrees to provide, for inclusion in any disclosure document relating to such Securitization Securitization, such customary non-confidential information concerning such Non-Securitizing Note Holder and its Note Noteholder as the related Securitizing Note Holder requesting Noteholder reasonably determines to be necessary or appropriateto satisfy its disclosure obligations in connection with such Securitization. Each Noteholder covenants and agrees that if it is not the requesting Noteholder, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, it shall use commercially reasonable efforts to cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder the requesting Noteholder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note it in any Securitization document, all at the cost and expense of the requesting Noteholder. Each Note Holder Noteholder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder requesting Noteholder pursuant to this Section 40 may be incorporated into the offering documents for such a Securitization. Each Securitizing A requesting Note A Holder and each Rating Agency shall be entitled to rely on the information supplied byby each other Noteholder pursuant to this Section 40. (b) Each Note A Holder securitizing its Note may, or on behalf ofat its election, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder other Noteholder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and (in the case of the Lead Securitization) the Servicing Agreement simultaneously with distributions of any such documents to the general working group of the related Securitization. Each other Noteholder may, at its election, review and comment thereon insofar as it relates to such other Noteholder and/or its Note, and, if such other Noteholder elects to review and comment, such other Noteholder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two (2) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if such other Noteholder fails to respond within such time, such other Noteholder shall be deemed to have elected to not comment thereon (but no failure to comment shall constitute a waiver of such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). In the event of any disagreement between any such other Noteholder with respect to the preliminary and final offering memoranda, prospectus supplementprospectus, free writing prospectus and or any other disclosure documents, the requesting Noteholder’s determination shall control (the parties acknowledging that no inaccuracy in such documents shall in any respect prejudice any such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). No such other Noteholder shall have any obligation or liability with respect to any such offering documents other than the accuracy of any comments it elects to make regarding itself. (c) Notwithstanding anything herein to the contrary, each Note A Holder acknowledges and the pooling and servicing agreement for the agrees that (i) no other Noteholder shall be required to incur any out-of-pocket expenses in connection with such Note A Holder’s respective Securitization of such Securitizing Note A Holder’s A Note, and (ii) each such other Noteholder shall only be required to disclose such customary non-confidential information reasonably determined by the requesting Note and provide reasonable opportunity A Holder to review and comment on be necessary to satisfy its disclosure obligations in connection with such documentsNote A Holder’s respective Securitization.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, none of the Non-Securitizing Lead Securitization Note Holder Holders shall 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 to, such a Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such a Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such any Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such . Such Non-Securitizing Lead Securitization Note Holder agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such a Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such each Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. . (b) Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related a Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the related Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the related Securitization; provided, however, that either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, no Non-Securitizing Lead Securitization Note Holder shall 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such each Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing the Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing Lead Securitization Note Holder and its Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, a Non-Securitizing Lead Securitization Note 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such each Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing Non- Lead Securitization Note Holder and its the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies or applicable law in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 required by applicable law or reasonably requested by the Rating Agencies or prospective investors to effect such Securitization; provided, however, that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the such Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the such Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the such Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. . (b) The Securitizing holder of any Note Holder that will, upon Securitization, be the Lead Securitization Note shall reasonably cooperate with give each of the other Note Holders and parties to any Non-Securitizing Note Holder by providing all information reasonably requested Lead Securitization Servicing Agreement (that is in are not also parties to the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts proposed Lead Securitization Servicing Agreement) notice of the preliminary and final offering memoranda, prospectus supplement, free Securitization of the Lead Securitization Note in writing prospectus and any other disclosure documents and (which may be by e-mail) not less than 5 business days prior to the pooling and servicing agreement applicable pricing date for the Securitization of such Securitizing Note. Such notice shall contain contact information for each of the parties to the proposed Lead Securitization Servicing Agreement. In addition, notwithstanding anything to the contrary herein, the holder of the Note Holder’s that will, upon Securitization, be the Lead Securitization Note shall send each distributed draft of the proposed Lead Securitization Servicing Agreement to each of the other Note Holders and provide parties to any Non-Lead Securitization Servicing Agreement (that are not also parties to the proposed Lead Securitization Servicing Agreement) and shall send copies of the offering documents (prior to printing or filing thereof) related to the Securitization of such Note to each of the other Note Holders and the Non-Lead Securitization Note Holders shall have a reasonable opportunity to review and comment on such documentsthereon.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any each Note Holder 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 related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, that no each Non-Securitizing Note 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the such Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the such Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the such Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a the Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note 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 to, such the Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such the Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note in any Securitization document. Each The Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each the Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such the Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note 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 to, such the Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such the Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note in any Securitization document. Each The Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each the Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such the Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, a Non-Securitizing Lead Securitization Note 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such each Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such the Securitization; provided, however, that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall agrees to provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder covenants and agrees that it shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as to a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such the related Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall will reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such the Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each the Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the related Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note A Holder 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 sentencean A Note, at the request of the related Securitizing Note HolderNoteholder, each related Non-Securitizing Note Holder other Noteholder shall use commercially reasonable efforts, at such Securitizing Note Holderthe requesting Noteholder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder the requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder the requesting Noteholder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder the 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 such the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization no Non-Securitizing Note Holder other Noteholder shall 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 any payments to be made to, such Non-Securitizing Note Holder or Noteholder, (ii) materially increase such Non-Securitizing Note HolderNoteholder’s obligations or materially decrease such Non-Securitizing Note HolderNoteholder’s rights, remedies or protectionsprotections hereunder or under any Mortgage Loan Document, or (iii) otherwise adversely (other than de minimis changes) affect the rights and interests of such Noteholder. In connection with any Securitizationsuch Securitization of an A Note, each related Non-Securitizing Note Holder shall other Noteholder agrees to provide for inclusion in any disclosure document relating to such the related Securitization such customary non-confidential information concerning such Non-Securitizing Note Holder and its Note Noteholder as the related Securitizing Note Holder requesting Noteholder reasonably determines to be necessary or appropriateto satisfy its disclosure obligations in connection with its Securitization. Each Noteholder covenants and agrees that if it is not the requesting Noteholder, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, it shall use commercially reasonable efforts to cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder the requesting Noteholder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note it in any Securitization document, all at the cost and expense of the requesting Noteholder. Each Note Holder Noteholder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder requesting Noteholder pursuant to this Section 40 may be incorporated into the offering documents for such a Securitization. Each Securitizing A requesting Note A Holder and each Rating Agency shall be entitled to rely on the information supplied byby each other Noteholder pursuant to this Section 40. (b) Each Note A Holder securitizing its Note may, or on behalf ofat its election, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder other Noteholder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and (in the case of the Lead Securitization) the Servicing Agreement simultaneously with distributions of any such documents to the general working group of the related Securitization. Each other Noteholder may, at its election, review and comment thereon insofar as it relates to such other Noteholder and/or its Note, and, if such other Noteholder elects to review and comment, such other Noteholder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two (2) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if such other Noteholder fails to respond within such time, such other Noteholder shall be deemed to have elected to not comment thereon (but no failure to comment shall constitute a waiver of such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). In the event of any disagreement between any such other Noteholder with respect to the preliminary and final offering memoranda, prospectus supplementprospectus, free writing prospectus and or any other disclosure documents the requesting Noteholder’s determination shall control (the parties acknowledging that no inaccuracy in such documents shall in any respect prejudice any such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). No such other Noteholder shall have any obligation or liability with respect to any such offering documents other than the accuracy of any comments it elects to make regarding itself. (c) Notwithstanding anything herein to the contrary, each of Note A Holder acknowledges and agrees that (i) no other Noteholder shall be required to incur any out-of-pocket expenses in connection with their respective Securitizations of an A Note, and (ii) any such other Noteholder shall only be required to disclose such customary non-confidential information reasonably determined by the pooling and servicing agreement for the Securitization of such Securitizing requesting Note Holder’s Note and provide reasonable opportunity A Holder to review and comment on such documentsbe necessary to satisfy its disclosure obligations in connection with its Securitization.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related the Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such the Securitization; provided, however, that no the Non-Securitizing Note 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related the Non-Securitizing Note Holder shall agrees to provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder covenants and agrees that it shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as to a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such the related Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall will reasonably cooperate with each the Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such the Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each the Securitizing Note Holder shall deliver to each related the Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the related Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, provided that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder Holders shall use reasonable efforts, at such Securitizing Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note Holder 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 to, such any Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related the Non-Securitizing Lead Securitization Note Holder shall Holders agree to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the Non-Securitizing Lead Securitization Note Holder Holders and its any Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such the Non-Securitizing Lead Securitization Note Holder Holders covenant and agree that they shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the Non-Securitizing Lead Securitization Note Holder Holders and its any Non-Lead Securitization Note in any Securitization document. Each Any Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each any Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each any Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such any Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder Holders drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, a Non-Securitizing Lead Securitization Note 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such each Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing the Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder 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 a Senior Noteholder, the related Securitizing Note Holder, each related Non-Securitizing Note B Holder shall use reasonable efforts, at such Securitizing Note HolderSenior Noteholder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder Senior Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder Senior Noteholder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder Senior 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 such the Securitization; provided, that no Non-Securitizing either in connection with the Securitization or otherwise at any time prior to the Securitization, the 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 topayments, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any the Securitization, each related Non-Securitizing the Note B Holder shall agrees to provide the identity of such Holder and the Controlling Noteholder Representative for inclusion in any disclosure document relating to such the related Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder applicable Senior Noteholder reasonably determines to be necessary or appropriate, . The Note B Holder covenants and such Non-Securitizing Note Holder shall, agrees that (at the Securitizing Note Holderapplicable Senior Noteholder’s expense, ) it shall use reasonable efforts to cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) Senior Noteholder in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note it in any Securitization document. Each The Note B Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder applicable Senior Noteholder may be incorporated into the offering documents for such a Securitization. Each Securitizing Note Holder The Senior Noteholders and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing the Note B Holder. . (b) The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is applicable Senior Noteholder may, at its election (and, in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation case of disclosure materials in connection with a Securitization. Upon requestthe Securitization Servicing Agreement, each Securitizing Note Holder shall shall) deliver to each related Non-Securitizing the Note B Holder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and the Securitization Servicing Agreement simultaneously with distributions of any such documents to the general working group of the related Securitization. The Note B Holder may, at its election, review and comment thereon insofar as it relates to Note B, such Holder, and/or this Agreement, and, if such Holder elects to review and comment, such Holder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, three (3) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if such Holder fails to respond within such time, such Holder shall be deemed to have elected to not comment thereon. In the event of any disagreement between the Note B Holder with respect to the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and or any other disclosure documents the Senior Noteholder’s determination shall control. The Note B Holder has no obligation with respect to, and such Holder shall have no liability with respect to, any such offering documents other than the accuracy of any comments it elects to make regarding itself. The applicable Senior Noteholder shall reimburse the Note B Holder for any reasonable, out-of-pocket costs and expenses (including reasonable attorneys’ fees) actually incurred by such Holder in connection with such Holder’s review of or commenting on the documents referred to above. (c) Notwithstanding anything herein to the contrary, the Senior Noteholders acknowledge and agree that (i) the Note B Holder shall not be required to incur any out-of-pocket expenses in connection with a Securitization of a Senior Note and (ii) the Note B Holder shall not be required to disclose any confidential or proprietary information or any of the beneficial owners of the managed account on behalf of which it is holding Note B; provided that the Note B Holder acknowledges that the identities of the Note B Holder and the pooling and Controlling Noteholder Representative are not considered confidential or proprietary information. (d) The Senior Noteholders have advised the Note B Holder that no Senior Noteholder expects to receive any consideration from the sale of the primary servicing agreement for rights with respect to Note B in connection with the Securitization Lead Securitization. In the event any such consideration is received in connection with the consummation of the Lead Securitization, any Senior Noteholder receiving such Securitizing Note Holder’s Note and provide reasonable opportunity consideration shall cause such amount to review and comment on such documentsbe remitted, promptly upon receipt thereof, to the related Noteholder.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplementpreliminary and final prospectus, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplementpreliminary and final prospectuses, free writing prospectus prospectuses and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents. The Lead Securitization Note Holder shall send or make available to each Non-Lead Securitization Note Holder and the parties to the related Non-Lead Securitization Servicing Agreement (that are not also party to the Lead-Securitization Servicing Agreement) (a) on or promptly following the Securitization Date (to the extent the applicable parties to the related Non-Lead Securitization Servicing Agreement have been engaged by the related Non-Lead Depositor on or prior to the Securitization Date), a copy (in ▇▇▇▇▇-compatible format) of the execution version of the Lead Securitization Servicing Agreement, (b) within two (2) Business Days after the date of any re-filing by the Depositor of the Lead Securitization Servicing Agreement with the Commission to account for any changes thereto (other than a formal amendment thereto following the Securitization Date), a copy (in ▇▇▇▇▇-compatible format) of the re-filed Lead Securitization Servicing Agreement, and (c) promptly following distribution thereof to the parties to the Lead Securitization Servicing Agreement, any changes made by the Depositor to the Lead Securitization Servicing Agreement (other than a formal amendment thereto following the Securitization Date).

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder Holders shall use reasonable efforts, at such Securitizing Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note Holder 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 to, such any Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall Holders agree to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the Non-Securitizing Lead Securitization Note Holder Holders and its any Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such the Non-Securitizing Lead Securitization Note Holder Holders covenant and agree that they shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the Non-Securitizing Lead Securitization Note Holder Holders and its any Non-Lead Securitization Note in any Securitization document. Each Any Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each any Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each any Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such any Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder Holders drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, no Non-Securitizing Lead Securitization Note Holder shall 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such each Non-Securitizing Lead Securitization Note Holder shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing the Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing Lead Securitization Note Holder and its Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related a Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Controlling Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, no Non-Securitizing Controlling Note Holder shall 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 to, such a Non-Securitizing Controlling Note Holder or (ii) materially increase such a Non-Securitizing Controlling Note Holder’s obligations or materially decrease such any Non-Securitizing Controlling Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related the such Non-Securitizing Controlling Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Controlling Note Holder and its the Non-Controlling Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Controlling Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such any Non-Securitizing Controlling Note Holder and its the related Non-Controlling Note in any Securitization document. Each Non-Controlling Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each such Non-Securitizing Controlling Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each any Non-Securitizing Controlling Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such Non-Securitizing Controlling Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related any Non-Securitizing Controlling Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents. (b) In connection with a Securitization, at the request of the applicable Non-Controlling Note Holder, the Lead Securitization Holder (including the Master Servicer, the Special Servicer and the Trustee) shall use reasonable efforts, at such Non-Controlling Note Holder’s expense, to satisfy, and to cooperate with the Non-Controlling Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Non-Controlling Note Holder customarily 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 cooperate with the Lead Securitization Note 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 a Non-Lead Securitization or otherwise at any time prior to a Non-Lead Securitization, no Holder shall 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 to, a Non-Controlling Note Holder or (ii) materially increase a Non-Controlling Note Holder’s obligations or materially decrease any Non-Controlling Note Holder’s rights, remedies or protections or cause an adverse REMIC event to occur under the Lead Securitization. In connection with a Non-Lead Securitization, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall be required to perform certain obligations set forth in the Lead Securitization Servicing Agreement. In addition, each other applicable Holder shall provide for inclusion in any disclosure document relating to such Non-Lead Securitization such information concerning such Holder and the related Note as such Non-Controlling Note Holder reasonably determines to be necessary or appropriate, and each such Holder covenants and agrees that it shall, at such Non-Controlling Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Non-Controlling Note Holder in connection with such Non-Lead Securitization (including, without limitation, reasonably cooperating with such Non-Controlling Note Holder (without any obligation to make additional representations and warranties) to enable such Non-Controlling Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and the Lead 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 the applicable Holders and the related Non-Controlling Note in any Securitization document. Each Holder acknowledges that the information provided by it to the other Non-Controlling Holders may be incorporated into the offering documents for the applicable Non-Lead Securitization. Each Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, any other Note Holder in connection with the related Non-Lead Securitization. Each Holder will reasonably cooperate with the other Holders by providing all information reasonably requested that is in the such Holder’s possession in connection with such Holder’s preparation of disclosure materials in connection with a Securitization.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any either Note Holder 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 related Securitizing Note Holder, each related the Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, that no the Non-Securitizing Note 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related the Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the such Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the such Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the such Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a the Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each the Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related the Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder Holders shall use reasonable efforts, at such Securitizing Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note Holder 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 to, such any Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall Holders agree to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the Non-Securitizing Lead Securitization Note Holder Holders and its any Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such the Non-Securitizing Lead Securitization Note Holder Holders covenant and agree that they shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the Non-Securitizing Lead Securitization Note Holder Holders and its any Non-Lead Securitization Note in any Securitization document. Each Any Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each any Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each any Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such any Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder Holders drafts of the preliminary and final Lead Securitization offering memoranda, prospectus, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.or

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder Holders shall use reasonable efforts, at such Securitizing Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, no Non-Securitizing Lead Securitization Note Holder shall 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such each Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each the Non-Securitizing Lead Securitization Note HolderHolders. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder Holders by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such the Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder Holders drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the related Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the related Securitization; provided, however, that either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, no Non-Securitizing Lead Securitization Note Holder shall 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such each Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing the Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing Lead Securitization Note Holder and its Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note A Holder 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 sentencean A Note, at the request of the related Securitizing Note HolderNoteholder, each related Non-Securitizing Note Holder other Noteholder shall use commercially reasonable efforts, at such Securitizing Note Holderthe requesting Noteholder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder the requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder the requesting Noteholder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder the 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 such the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization no Non-Securitizing Note Holder other Noteholder shall 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 any payments to be made to, such Non-Securitizing Note Holder or Noteholder, (ii) materially increase such Non-Securitizing Note HolderNoteholder’s obligations or materially decrease such Non-Securitizing Note HolderNoteholder’s rights, remedies or protectionsprotections hereunder or under any Mortgage Loan Document, or (iii) otherwise adversely (other than de minimus changes) affect the rights and interests of such Noteholder. In connection with any Securitizationsuch Securitization of an A Note, each related Non-Securitizing Note Holder shall other Noteholder agrees to provide for inclusion in any disclosure document relating to such the related Securitization such customary non-confidential information concerning such Non-Securitizing Note Holder and its Note Noteholder as the related Securitizing Note Holder requesting Noteholder reasonably determines to be necessary or appropriateto satisfy its disclosure obligations in connection with its Securitization. Each Noteholder covenants and agrees that if it is not the requesting Noteholder, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, it shall use commercially reasonable efforts to cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder the requesting Noteholder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note it in any Securitization document, all at the cost and expense of the requesting Noteholder. Each Note Holder Noteholder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder requesting Noteholder pursuant to this Section 40 may be incorporated into the offering documents for such a Securitization. Each Securitizing A requesting Note A Holder and each Rating Agency shall be entitled to rely on the information supplied byby each other Noteholder pursuant to this Section 40. (b) Each Note A Holder securitizing its Note may, or on behalf ofat its election, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder other Noteholder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and (in the case of the Lead Securitization) the Servicing Agreement simultaneously with distributions of any such documents to the general working group of the related Securitization. Each other Noteholder may, at its election, review and comment thereon insofar as it relates to such other Noteholder and/or its Note, and, if such other Noteholder elects to review and comment, such other Noteholder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two (2) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if such other Noteholder fails to respond within such time, such other Noteholder shall be deemed to have elected to not comment thereon (but no failure to comment shall constitute a waiver of such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). In the event of any disagreement between any such other Noteholder with respect to the preliminary and final offering memoranda, prospectus supplementprospectus, free writing prospectus and or any other disclosure documents the requesting Noteholder’s determination shall control (the parties acknowledging that no inaccuracy in such documents shall in any respect prejudice any such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). No such other Noteholder shall have any obligation or liability with respect to any such offering documents other than the accuracy of any comments it elects to make regarding itself. (c) Notwithstanding anything herein to the contrary, each of Note A Holder acknowledges and agrees that (i) no other Noteholder shall be required to incur any out-of-pocket expenses in connection with their respective Securitizations of an A Note, and (ii) any such other Noteholder shall only be required to disclose such customary non-confidential information reasonably determined by the pooling and servicing agreement for the Securitization of such Securitizing requesting Note Holder’s Note and provide reasonable opportunity A Holder to review and comment on such documentsbe necessary to satisfy its disclosure obligations in connection with its Securitization.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s sole cost and expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s sole cost and expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warrantiesrepresentations, warranties or indemnifications of any nature whatsoever) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder 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 sentencea Senior Note, at the request of the related Securitizing Note HolderNoteholder, each related Non-Securitizing Note Holder other Noteholder shall use commercially reasonable efforts, at such Securitizing Note Holderthe requesting Noteholder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder the requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder the requesting Noteholder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder the 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 such the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization no Non-Securitizing Note Holder other Noteholder shall 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 any payments to be made to, such Non-Securitizing Note Holder or Noteholder, (ii) materially increase such Non-Securitizing Note HolderNoteholder’s obligations or materially decrease such Non-Securitizing Note HolderNoteholder’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 any Securitizationsuch Securitization of a Senior Note, each related Non-Securitizing Note Holder shall other Noteholder agrees to provide for inclusion in any disclosure document relating to such the related Securitization such customary non-confidential information concerning such Non-Securitizing Note Holder and its Note Noteholder as the related Securitizing Note Holder requesting Noteholder reasonably determines to be necessary or appropriateto satisfy its disclosure obligations in connection with its Securitization. Each Noteholder covenants and agrees that if it is not the requesting Noteholder, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, it shall use commercially reasonable efforts to cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder the requesting Noteholder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note it in any Securitization document, all at the cost and expense of the requesting Noteholder. Each Note Holder Noteholder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder requesting Noteholder pursuant to this Section 24 may be incorporated into the offering documents for such a Securitization. Each Securitizing A requesting Senior Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, by each Non-Securitizing Note Holder. other Noteholder pursuant to this Section 24. (b) The Securitizing Senior Note Holder shall reasonably cooperate with each Non-Securitizing securitizing its Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon requestmay, each Securitizing Note Holder shall at its election, deliver to each related Non-Securitizing Note Holder other Noteholder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and (in the case of the Lead Securitization) the Servicing Agreement simultaneously with distributions of any such documents to the general working group of the related Securitization. Each other Noteholder may, at its election, review and comment thereon insofar as it relates to such other Noteholder and/or its Note, and, if such other Noteholder elects to review and comment, such other Noteholder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two (2) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if such other Noteholder fails to respond within such time, such other Noteholder shall be deemed to have elected to not comment thereon. In the event of any disagreement between any such other Noteholder with respect to the preliminary and final offering memoranda, prospectus supplementprospectus, free writing prospectus and or any other disclosure documents the requesting Noteholder’s determination shall control. No such other Noteholder shall have any obligation or liability with respect to any such offering documents other than the accuracy of any comments it elects to make regarding itself. (c) Notwithstanding anything herein to the contrary, each Noteholder acknowledges and the pooling and servicing agreement for the agrees that (i) no other Noteholder shall be required to incur any out-of-pocket expenses in connection with its Securitization of such Securitizing Note Holder’s Note Note, and provide reasonable opportunity (ii) any such other Noteholder shall only be required to review and comment on disclose such documentscustomary non-confidential information reasonably determined by the requesting Noteholder to be necessary to satisfy its disclosure obligations in connection with its Securitization.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, a Non-Securitizing Lead Securitization Note 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such each Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no Non-Securitizing either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, none of the Note Holder Holders shall 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 to, such Non-Securitizing a Note Holder or (ii) materially increase such Non-Securitizing a Note Holder’s Holders’ obligations or materially decrease such Non-Securitizing any Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Note Holder and its the related Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing each Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing a Note Holder and its the related Non-Lead Securitization Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such Non-Securitizing each Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related Non-Securitizing a Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note Holder 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 to, such the Non-Securitizing Lead Securitization Note Holder Holders or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Lead Securitization Note Holder shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing Lead Securitization Note Holder and its Non-Lead Securitization Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing any Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such the Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder Holders drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each a Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Non- Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, that no however, none of the Non-Securitizing Lead Securitization Note Holder Holders shall 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 to, such a Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such a Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such any Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such each Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such a Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such each Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related a Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder Senior Noteholder may elect, in its sole discretion, and at its sole cost and expense, to include its respective Senior Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, (x) at the request of the related Securitizing Note Holdersecuritizing Noteholder, each related Nonnon-Securitizing Note Holder securitizing Noteholder shall use reasonable efforts, at such Securitizing Note Holderthe securitizing Noteholder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder the securitizing Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder securitizing Noteholder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the applicable Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder the securitizing 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 such Securitization; provided, however, that no Nonnon-Securitizing Note Holder securitizing Noteholder shall 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 topayments, such Non-Securitizing Note Holder Noteholder or (ii) materially increase such Non-Securitizing Note HolderNoteholder’s obligations (other than to an immaterial extent) or materially decrease such Non-Securitizing Note HolderNoteholder’s rights, remedies or protectionsprotections (other than to an immaterial extent). In connection with any a Securitization, each related Nonnon-Securitizing Note Holder shall securitizing Noteholder shall, at the sole cost and expense of the securitizing Noteholder, provide for inclusion in any disclosure document relating to such the related Securitization such information concerning such Nonnon-Securitizing Note Holder securitizing Noteholder and its Note the other Notes as the related Securitizing Note Holder securitizing Noteholder reasonably determines to be necessary or appropriate, ; and such Non(y) each non-Securitizing Note Holder shallsecuritizing Noteholder shall cooperate, at the Securitizing Note Holder’s expensesole cost and expense of the securitizing Noteholder, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder the securitizing Noteholder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such a Securitization), as well as in connection with all other matters and the preparation of any offering documents thereof relating thereto and to review and respond reasonably promptly with respect to any information relating to such Non-Securitizing Note Holder it and its Note the other Notes in any Securitization document. Each Note Holder Noteholder acknowledges that in connection with any Securitization, the information provided by it in its capacity as to a Non-Securitizing Note Holder to the related Securitizing Note Holder securitizing Noteholder may be incorporated into the offering documents for such a Securitization. Each Securitizing Note Holder securitizing Noteholder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Nonthe non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in securitizing Noteholders. (b) A securitizing Noteholder may, at its election, deliver to the Securitizing Note Holder’s possession other Noteholders drafts of the preliminary and final prospectus, drafts of the preliminary and final offering memoranda and any other disclosure documents and the servicing agreement at such time as it deems necessary or appropriate in connection with the Securitization of the related Note. Each of the non-securitizing Noteholders may, at its election, review and comment thereon insofar as it relates to such Nonnon-Securitizing Note Holder’s preparation securitizing Noteholder or its Note, and, if such non-securitizing Noteholder elects to review and comment, such non-securitizing Noteholder shall review and comment thereon as soon as possible but in no event later than two (2) Business Days of disclosure materials its receipt thereof, and if such non-securitizing Noteholder fails to respond within such time, such non-securitizing Noteholder shall be deemed to have elected to not comment thereon, provided that if such non-securitizing Noteholder elects to review and comment, any such review and comments with respect to the final draft distributed in connection with a Securitizationthe preparation of the preliminary and final prospectus for printing shall be made no later than the time requested in the e-mail containing such final draft and if such non-securitizing Noteholder fails to respond by such time period (or, prior to the expiration of such time period, request additional time from the securitizing Noteholder), such non-securitizing Noteholder shall be deemed to have elected to not comment thereon. Upon request, each Securitizing Note Holder shall deliver In the event of any disagreement between the securitizing Noteholder and such non-securitizing Noteholder with respect to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and or any other disclosure documents the securitizing Noteholder’s determination shall control. A non-securitizing Noteholder has no obligation and shall have no liability with respect to any such offering documents other than the accuracy of any comments it elects to make or refrain from making, regarding itself or its Note. (c) Notwithstanding anything herein to the contrary, the Senior Noteholders acknowledge and agree that (i) the Junior Noteholder shall not be required to incur any out-of-pocket costs and expenses in connection with a Securitization of any Senior Note or any portion thereof and (ii) if applicable, the Junior Noteholder shall not be required to disclose any of the beneficial owners of a managed account on behalf of which it holds the Junior Note. (d) If a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the pooling Custodian shall reasonably cooperate at the Non-Lead Securitization Noteholder’s cost and servicing agreement expense, with the applicable Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations Reviewer with any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the extent that such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and are not in the possession of the Non-Lead Asset Representations Reviewer (and the Non-Lead Asset Representations Reviewer has informed such party that it has first requested, and not received, the documents from the master servicer, special servicer, trustee and custodian for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documentsapplicable Non-Lead Securitization).

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related Nonnon-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, that no Nonnon-Securitizing Note Holder shall 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 to, such Nonnon-Securitizing Note Holder or (ii) materially increase such Nonnon-Securitizing Note Holder’s obligations or materially decrease such Nonnon-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Nonnon-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Nonnon-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Non- Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Nonnon-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Nonnon-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Nonnon-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Nonnon-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Nonnon-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related any Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Controlling Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, no Non-Securitizing Controlling Note Holder shall 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 to, such a Non-Securitizing Controlling Note Holder or (ii) materially increase such a Non-Securitizing Controlling Note Holder’s obligations or materially decrease such any Non-Securitizing Controlling Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related the such Non-Securitizing Controlling Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Controlling Note Holder and its the Non-Controlling Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Controlling Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such any Non-Securitizing Controlling Note Holder and its the related Non-Controlling Note in any Securitization document. Each Non-Controlling Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each such Non-Securitizing Controlling Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each any Non-Securitizing Controlling Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such Non-Securitizing Controlling Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related any Non-Securitizing Controlling Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents. (b) In connection with a Securitization, at the request of the applicable Non-Controlling Note Holder, the Lead Securitization Holder (including the Master Servicer, the Special Servicer and the Trustee) shall use reasonable efforts, at such Non-Controlling Note Holder’s expense, to satisfy, and to cooperate with the Non-Controlling Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Non-Controlling Note Holder customarily 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 cooperate with the Lead Securitization Note 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 a Non-Lead Securitization or otherwise at any time prior to a Non-Lead Securitization, no Holder shall 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 to, a Non-Controlling Note Holder or (ii) materially increase a Non-Controlling Note Holder’s obligations or materially decrease any Non-Controlling Note Holder’s rights, remedies or protections or cause an adverse REMIC event to occur under the Lead Securitization. In connection with a Non-Lead Securitization, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor shall be required to perform certain obligations set forth in the Lead Securitization Servicing Agreement. In addition, each other applicable Holder shall provide for inclusion in any disclosure document relating to such Non-Lead Securitization such information concerning such Holder and the related Note as such Non-Controlling Note Holder reasonably determines to be necessary or appropriate, and each such Holder covenants and agrees that it shall, at such Non-Controlling Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Non-Controlling Note Holder in connection with such Non-Lead Securitization (including, without limitation, reasonably cooperating with such Non-Controlling Note Holder (without any obligation to make additional representations and warranties) to enable such Non-Controlling Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and the Lead 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 the applicable Holders and the related Non-Controlling Note in any Securitization document. Each Holder acknowledges that the information provided by it to the other Non-Controlling Holders may be incorporated into the offering documents for the applicable Non-Lead Securitization. Each Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, any other Note Holder in connection with the related Non-Lead Securitization. Each Holder will reasonably cooperate with the other Holders by providing all information reasonably requested that is in the such Holder’s possession in connection with such Holder’s preparation of disclosure materials in connection with a Securitization.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note or Notes, as applicable, in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies or applicable law in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 required by applicable law or reasonably requested by the Rating Agencies or prospective investors to effect such Securitization; provided, however, that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note or Notes, as applicable, as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the such Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the such Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the such Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note or Notes, as applicable, in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. . (b) The Securitizing holder of any Note Holder that will, upon Securitization, be the Lead Securitization Note shall reasonably cooperate with give each of the other Note Holders and parties to any Non-Securitizing Note Holder by providing all information reasonably requested Lead Securitization Servicing Agreement (that is in are not also parties to the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts proposed Lead Securitization Servicing Agreement) notice of the preliminary and final offering memoranda, prospectus supplement, free Securitization of the Lead Securitization Note in writing prospectus and any other disclosure documents and (which may be by e-mail) not less than five (5) Business Days prior to the pooling and servicing agreement applicable closing date for the Securitization of such Securitizing Note. Such notice shall contain contact information for each of the parties to the proposed Lead Securitization Servicing Agreement. In addition, notwithstanding anything to the contrary herein, the holder of the Note Holder’s that will, upon Securitization, be the Lead Securitization Note shall send each distributed draft of the proposed Lead Securitization Servicing Agreement to each of the other Note Holders and provide parties to any Non-Lead Securitization Servicing Agreement (that are not also parties to the proposed Lead Securitization Servicing Agreement) and shall send copies of the offering documents (prior to printing or filing thereof) related to the Securitization of such Note to each of the other Note Holders and the Non-Lead Securitization Note Holders shall have a reasonable opportunity to review and comment on such documentsthereon.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note 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 to, such the Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related the Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such the Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note in any Securitization document. Each The Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each the Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such the Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder Holders shall use reasonable efforts, at such Securitizing Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note Holder 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 to, such the Non-Securitizing Lead Securitization Note Holder Holders or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such each Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing any Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such the Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, a Non-Securitizing Lead Securitization Note 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Nonnon-Securitizing securitizing Note Holder shall agrees to provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its the related Note as the related Securitizing securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing each Note Holder covenants and agrees that it shall, at the Securitizing securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Nonnon-Securitizing securitizing Note Holder and its the related Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as to a Non-Securitizing Note Holder to the related Securitizing securitizing Note Holder may be incorporated into the offering documents for such a Securitization. Each Securitizing The securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Nonnon-Securitizing securitizing Note Holder. The Securitizing Each Note Holder shall will reasonably cooperate with each Non-Securitizing any securitizing Note Holder by providing all information reasonably requested that is in the Securitizing non-securitizing Note Holder’s possession in connection with such Non-Securitizing securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the securitizing Note Holder shall deliver to each related Nonnon-Securitizing securitizing Note Holder drafts of the preliminary and final Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the applicable Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder 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 sentencea Senior Note, at the request of the related Securitizing Note HolderNoteholder, each related Non-Securitizing Note Holder other Noteholder shall use commercially reasonable efforts, at such Securitizing Note Holderthe requesting Noteholder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder the requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder the requesting Noteholder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder the 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 such the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization no Non-Securitizing Note Holder other Noteholder shall 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 any payments to be made to, such Non-Securitizing Note Holder or Noteholder, (ii) materially increase such Non-Securitizing Note HolderNoteholder’s obligations or materially decrease such Non-Securitizing Note HolderNoteholder’s rights, remedies or protectionsprotections hereunder or under any Mortgage Loan Document, or (iii) otherwise adversely affect in more than a de minimis manner the rights and interests of such Noteholder. In connection with any Securitizationsuch Securitization of a Senior Note, each related Non-Securitizing Note Holder shall other Noteholder agrees to provide for inclusion in any disclosure document relating to such the related Securitization such customary non-confidential information concerning such Non-Securitizing Note Holder and its Note Noteholder as the related Securitizing Note Holder requesting Noteholder reasonably determines to be necessary or appropriateto satisfy its disclosure obligations in connection with its Securitization. Each Noteholder covenants and agrees that if it is not the requesting Noteholder, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, it shall use commercially reasonable efforts to cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder the requesting Noteholder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note it in any Securitization document, all at the cost and expense of the requesting Noteholder. Each Note Holder Noteholder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder requesting Noteholder pursuant to this Section 24 may be incorporated into the offering documents for such a Securitization. Each Securitizing Note Holder A requesting Senior Noteholder and each Rating Agency shall be entitled to rely on the information supplied byby each other Noteholder pursuant to this Section 24. (b) The Senior Noteholder securitizing its Note may, or on behalf ofat its election, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder other Noteholder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and (in the case of the Lead Securitization) the Servicing Agreement simultaneously with distributions of any such documents to the general working group of the related Securitization. Each other Noteholder may, at its election, review and comment thereon insofar as it relates to such other Noteholder and/or its Note, and, if such other Noteholder elects to review and comment, such other Noteholder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two (2) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if such other Noteholder fails to respond within such time, such other Noteholder shall be deemed to have elected to not comment thereon. In the event of any disagreement between any such other Noteholder with respect to the preliminary and final offering memoranda, prospectus supplementprospectus, free writing prospectus and or any other disclosure documents the requesting Noteholder’s determination shall control. No such other Noteholder shall have any obligation or liability with respect to any such offering documents other than the accuracy of any comments it elects to make regarding itself. (c) Notwithstanding anything herein to the contrary, each Noteholder acknowledges and the pooling and servicing agreement for the agrees that (i) no other Noteholder shall be required to incur any out-of-pocket expenses in connection with its Securitization of such Securitizing Note, and (ii) any such other Noteholder shall only be required to disclose such customary non-confidential information reasonably determined by the requesting Noteholder to be necessary to satisfy its disclosure obligations in connection with its Securitization. (d) If the Mortgage Loan becomes a Specially Serviced Loan and the Special Servicer determines to sell any of the Lead Securitization Note Holderin accordance with the Securitization Servicing Agreement, it shall have the right and the obligation to sell all of the Notes as notes evidencing one whole loan in accordance with the terms of the Securitization Servicing Agreement and this Agreement. In connection with any such sale, the Special Servicer shall provide notice to each Non-Controlling Noteholder of the planned sale and of such Non-Controlling Noteholder’s Note and provide reasonable opportunity to review and comment bid on such documentsthe Mortgage Loan.

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder Senior Noteholder may elect, in its sole discretion, and at its sole cost and expense, to include its respective Senior Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, (x) at the request of the related Securitizing Note Holdersecuritizing Noteholder, each related Nonnon-Securitizing Note Holder securitizing Noteholder shall use reasonable efforts, at such Securitizing Note Holderthe securitizing Noteholder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder the securitizing Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder securitizing Noteholder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the applicable Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder the securitizing 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 such Securitization; provided, however, that no Nonnon-Securitizing Note Holder securitizing Noteholder shall 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 topayments, such Non-Securitizing Note Holder Noteholder or (ii) materially increase such Non-Securitizing Note HolderNoteholder’s obligations (other than to an immaterial extent) or materially decrease such Non-Securitizing Note HolderNoteholder’s rights, remedies or protectionsprotections (other than to an immaterial extent). In connection with any a Securitization, each related Nonnon-Securitizing Note Holder shall securitizing Noteholder shall, at the sole cost and expense of the securitizing Noteholder, provide for inclusion in any disclosure document relating to such the related Securitization such information concerning such Nonnon-Securitizing Note Holder securitizing Noteholder and its Note the other Notes as the related Securitizing Note Holder securitizing Noteholder reasonably determines to be necessary or appropriate, ; and such Non(y) each non-Securitizing Note Holder shallsecuritizing Noteholder shall cooperate, at the Securitizing Note Holder’s expensesole cost and expense of the securitizing Noteholder, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder the securitizing Noteholder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such a Securitization), as well as in connection with all other matters and the preparation of any offering documents thereof relating thereto and to review and respond reasonably promptly with respect to any information relating to such Non-Securitizing Note Holder it and its Note the other Notes in any Securitization document. Each Note Holder Noteholder acknowledges that in connection with any Securitization, the information provided by it in its capacity as to a Non-Securitizing Note Holder to the related Securitizing Note Holder securitizing Noteholder may be incorporated into the offering documents for such a Securitization. Each Securitizing Note Holder securitizing Noteholder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Nonthe non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in securitizing Noteholders. (b) A securitizing Noteholder may, at its election, deliver to the Securitizing Note Holder’s possession other Noteholders drafts of the preliminary and final prospectus, drafts of the preliminary and final offering memoranda and any other disclosure documents and the servicing agreement at such time as it deems necessary or appropriate in connection with the Securitization of the related Note. Each of the non-securitizing Noteholders may, at its election, review and comment thereon insofar as it relates to such Nonnon-Securitizing Note Holder’s preparation securitizing Noteholder or its Note, and, if such non-securitizing Noteholder elects to review and comment, such non-securitizing Noteholder shall review and comment thereon as soon as possible but in no event later than two (2) Business Days of disclosure materials its receipt thereof, and if such non-securitizing Noteholder fails to respond within such time, such non-securitizing Noteholder shall be deemed to have elected to not comment thereon, provided that if such non-securitizing Noteholder elects to review and comment, any such review and comments with respect to the final draft distributed in connection with a Securitizationthe preparation of the preliminary and final prospectus for printing shall be made no later than the time requested in the e-mail containing such final draft and if such non-securitizing Noteholder fails to respond by such time period (or, prior to the expiration of such time period, request additional time from the securitizing Noteholder), such non-securitizing Noteholder shall be deemed to have elected to not comment thereon. Upon request, each Securitizing Note Holder shall deliver In the event of any disagreement between the securitizing Noteholder and such non-securitizing Noteholder with respect to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and or any other disclosure documents the securitizing Noteholder’s determination shall control. A non-securitizing Noteholder has no obligation and shall have no liability with respect to any such offering documents other than the accuracy of any comments it elects to make or refrain from making, regarding itself or its Note. (c) Notwithstanding anything herein to the contrary, the Senior Noteholder acknowledges and agree that (i) the Junior Noteholder shall not be required to incur any out-of-pocket costs and expenses in connection with a Securitization of any Senior Note or any portion thereof and (ii) if applicable, the Junior Noteholder shall not be required to disclose any of the beneficial owners of a managed account on behalf of which it holds the Junior Note. (d) If a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the pooling Custodian shall reasonably cooperate at the Non-Lead Securitization Noteholder’s cost and servicing agreement expense, with the applicable Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations Reviewer with any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the extent that such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and are not in the possession of the Non-Lead Asset Representations Reviewer (and the Non-Lead Asset Representations Reviewer has informed such party that it has first requested, and not received, the documents from the master servicer, special servicer, trustee and custodian for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documentsapplicable Non-Lead Securitization).

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder 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 sentencean A Note, at the request of the related Securitizing Note HolderNoteholder, each related Non-Securitizing Note Holder other Noteholder shall use commercially reasonable efforts, at such Securitizing Note Holderthe requesting Noteholder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder the requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder the requesting Noteholder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder the 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 such the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization, no Non-Securitizing Note Holder other Noteholder shall 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 any payments to be made to, such Non-Securitizing Note Holder or Noteholder, (ii) materially increase such Non-Securitizing Note HolderNoteholder’s obligations or materially decrease such Non-Securitizing Note HolderNoteholder’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 any Securitizationsuch Securitization of an A Note, each related Non-Securitizing Note Holder shall other Noteholder agrees to provide for inclusion in any disclosure document relating to such the related Securitization such customary non-confidential information concerning such Non-Securitizing Note Holder and its Note Noteholder as the related Securitizing Note Holder requesting Noteholder reasonably determines to be necessary or appropriateto satisfy its disclosure obligations in connection with its Securitization. Each Noteholder covenants and agrees that if it is not the requesting Noteholder, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, it shall use commercially reasonable efforts to cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder the requesting Noteholder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note it in any Securitization document, all at the cost and expense of the requesting Noteholder. Each Note Holder Noteholder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder requesting Noteholder pursuant to this Section 42 may be incorporated into the offering documents for such a Securitization. Each Securitizing A requesting Note A Holder and each Rating Agency shall be entitled to rely on the information supplied byby each other Noteholder pursuant to this Section 42. (b) A Note A Holder securitizing its Note may, or on behalf ofat its election, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder other Noteholder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and (in the case of the Lead Securitization) the Servicing Agreement simultaneously with distributions of any such documents to the general working group of the related Securitization. Each other Noteholder may, at its election, review and comment thereon insofar as it relates to such other Noteholder and/or its Note, and, if such other Noteholder elects to review and comment, such other Noteholder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two (2) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if such other Noteholder fails to respond within such time, such other Noteholder shall be deemed to have elected to not comment thereon (but no failure to comment shall constitute a waiver of such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). In the event of any disagreement between any such other Noteholder with respect to the preliminary and final offering memoranda, prospectus supplementprospectus, free writing prospectus and or any other disclosure documents the requesting Noteholder’s determination shall control (the parties acknowledging that no inaccuracy in such documents shall in any respect prejudice any such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). No such other Noteholder shall have any obligation or liability with respect to any such offering documents other than the accuracy of any comments it elects to make regarding itself and/or regarding any Notes it is contributing to the subject Securitization. (c) Notwithstanding anything herein to the contrary, each of the Note A Holders acknowledges and agrees that (i) no other Noteholder shall be required to incur any out-of-pocket expenses in connection with their respective separate Securitizations of A Notes (other than to the pooling extent such Noteholder is participating in such Securitization), and servicing agreement for (ii) any such other Noteholder shall only be required to disclose such customary non-confidential information reasonably determined by the Securitization of such Securitizing requesting Note Holder’s Note and provide reasonable opportunity A Holder to review and comment on such documentsbe necessary to satisfy its disclosure obligations in connection with its Securitization.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, a Non-Securitizing Lead Securitization Note 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such each Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.each

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder 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 sentencean A Note or Note B, at the request of the related Securitizing Note HolderNoteholder, each related Non-Securitizing Note Holder other Noteholder shall use commercially reasonable efforts, at such Securitizing Note Holderthe requesting Noteholder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder the requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder the requesting Noteholder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder the 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 such the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization no Non-Securitizing Note Holder other Noteholder shall 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 any payments to be made to, such Non-Securitizing Note Holder or Noteholder, (ii) materially increase such Non-Securitizing Note HolderNoteholder’s obligations or materially decrease such Non-Securitizing Note HolderNoteholder’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 any Securitizationsuch Securitization of an A Note or Note B, each related Non-Securitizing Note Holder shall other Noteholder agrees to provide for inclusion in any disclosure document relating to such the related Securitization such customary non-confidential information concerning such Non-Securitizing Note Holder and its Note Noteholder as the related Securitizing Note Holder requesting Noteholder reasonably determines to be necessary or appropriateto satisfy its disclosure obligations in connection with its Securitization. Each Noteholder covenants and agrees that if it is not the requesting Noteholder, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, it shall use commercially reasonable efforts to cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder the requesting Noteholder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note it in any Securitization document, all at the cost and expense of the requesting Noteholder. Each Note Holder Noteholder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder requesting Noteholder pursuant to this Section 38 may be incorporated into the offering documents for such a Securitization. Each Securitizing A requesting Note A Holder or Note B Holder and each Rating Agency shall be entitled to rely on the information supplied byby each other Noteholder pursuant to this Section 38. (b) A Note A Holder or Note B Holder securitizing its Note may, or on behalf ofat its election, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder other Noteholder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and (in the case of the Lead Securitization) the Servicing Agreement simultaneously with distributions of any such documents to the general working group of the related Securitization. Each other Noteholder may, at its election, review and comment thereon insofar as it relates to such other Noteholder and/or its Note, and, if such other Noteholder elects to review and comment, such other Noteholder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two (2) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if such other Noteholder fails to respond within such time, such other Noteholder shall be deemed to have elected to not comment thereon (but no failure to comment shall constitute a waiver of such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). In the event of any disagreement between any such other Noteholder with respect to the preliminary and final offering memoranda, prospectus supplementprospectus, free writing prospectus and or any other disclosure documents the requesting Noteholder’s determination shall control (the parties acknowledging that no inaccuracy in such documents shall in any respect prejudice any such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). No such other Noteholder shall have any obligation or liability with respect to any such offering documents other than the accuracy of any comments it elects to make regarding itself and/or regarding any Notes it is contributing to the subject Securitization. (c) Notwithstanding anything herein to the contrary, each of the Note A Holders and Note B Holders acknowledges and agrees that (i) no other Noteholder shall be required to incur any out-of-pocket expenses in connection with their respective separate Securitizations of A Notes and B Notes (other than to the pooling extent such Noteholder is participating in such Securitization), and servicing agreement for (ii) any such other Noteholder shall only be required to disclose such customary non-confidential information reasonably determined by the Securitization of such Securitizing requesting Note A Holder or the Note B Holder’s Note and provide reasonable opportunity , as applicable, to review and comment on such documentsbe necessary to satisfy its disclosure obligations in connection with its Securitization.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, no Non-Securitizing Lead Securitization Note Holder shall 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such each Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note 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 to, such the Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related the Non-Securitizing Lead Securitization Note Holder shall provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the Non-Securitizing Lead Securitization Note Holder and its Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such the Non-Securitizing Lead Securitization Note Holder shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing the Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the Non-Securitizing Lead Securitization Note Holder and its Non-Lead Securitization Note in any Securitization document. Each The Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each the Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such the Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note 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 to, such the Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such the Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note in any Securitization document. Each The Non- Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each the Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such the Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, no Non-Securitizing Lead Securitization Note Holder shall 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the related Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such each Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the related Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such each Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. . (b) Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note 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 to, such the Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related the Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such the Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing any Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such the Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. . (b) Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents. (c) If the Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate at the Non-Lead Securitization Note Holder’s expense with such Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations Reviewer with any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the extent that such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and are not in the possession of the Non-Lead Asset Representations Reviewer (and the Non-Lead Asset Representations Reviewer has informed such party that it has first requested, and not received, the documents from the master servicer, special servicer and custodian for the Non-Lead Securitization).

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note 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 to, such the Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related the Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such the Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note in any Securitization document. Each The Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each the Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such the Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note 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 to, such the Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such the Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note in any Securitization document. Each The Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each the Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such the Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents. The Lead Securitization Note Holder shall send or make available to each Non-Lead Securitization Note Holder and the parties to the related Non-Lead Securitization Servicing Agreement (that are not also party to the Lead Securitization Servicing Agreement) (a) on or promptly following the Securitization Date (to the extent the applicable parties to the related Non-Lead Securitization Servicing Agreement have been engaged by the related Non-Lead Depositor on or prior to the Securitization Date), a copy (in ▇▇▇▇▇-compatible format) of the execution version of the Lead Securitization Servicing Agreement, (b) within two (2) Business Days after the date of any re-filing by the Depositor of the Lead Securitization Servicing Agreement with the Commission to account for any changes thereto (other than a formal amendment thereto following the Securitization Date), a copy (in ▇▇▇▇▇-compatible format) of the re-filed Lead Securitization Servicing Agreement, and (c) promptly following distribution thereof to the parties to the Lead Securitization Servicing Agreement, any changes made by the Depositor to the Lead Securitization Servicing Agreement (other than a formal amendment thereto following the Securitization Date).

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a the Lead Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Lead Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Lead Securitization; provided, however, that in connection with the Lead Securitization, no Non-Securitizing Lead Securitization Note Holder shall 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any Securitization, each related The Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Lead Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing Lead Securitization Note Holder and its Non-Lead Securitization Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be or has been incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing any Note Holder. The Securitizing Lead Securitization Note Holder shall Holder, at the Non-Lead Securitization Note Holder’s sole cost and expense, will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents. The Lead Securitization Note Holder shall send or make available to each Non-Lead Securitization Note Holder and the parties to the related Non-Lead Securitization Servicing Agreement (that are not also party to the Lead-Securitization Servicing Agreement) (a) on or promptly following the Securitization Date (to the extent the applicable parties to the related Non-Lead Securitization Servicing Agreement have been engaged by the related Non-Lead Depositor on or prior to the Securitization Date), a copy (in ▇▇▇▇▇-compatible format) of the execution version of the Lead Securitization Servicing Agreement, (b) within two (2) Business Days after the date of any re-filing by the Depositor of the Lead Securitization Servicing Agreement with the Commission to account for any changes thereto (other than a formal amendment thereto following the Securitization Date), a copy (in ▇▇▇▇▇-compatible format) of the re-filed Lead Securitization Servicing Agreement, and (c) promptly following distribution thereof to the parties to the Lead Securitization Servicing Agreement, any changes made by the Depositor to the Lead Securitization Servicing Agreement (other than a formal amendment thereto following the Securitization Date).

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder 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, (x) at the request of the related Securitizing a Note A Holder, each related Non-Securitizing Note B Holder shall use reasonable efforts, at such Securitizing Note A Holder’s expense, to satisfy, and to cooperate with such Securitizing Note A Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note A Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note A 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 securitization parties or the Rating Agencies to effect such the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such initial Securitization no Non-Securitizing Note B Holder shall 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 topayments, such Non-Securitizing Note B Holder or (ii) materially increase such Non-Securitizing Note B Holder’s obligations or materially decrease such Non-Securitizing Note B Holder’s rights, remedies or protections. In connection with any the Securitization, each related Non-Securitizing Note B Holder shall agrees to provide for inclusion in any disclosure document relating to such the related Securitization such information concerning such Non-Securitizing Note B Holder and its Note the other Notes as the related Securitizing applicable Note A Holder reasonably determines to be necessary or appropriate, ; and such Non-Securitizing (y) each Note B Holder shall, at the Securitizing Note Holder’s expense, covenants and agrees that it shall reasonably cooperate with the reasonable requests of each Rating Agency and such Securitizing the applicable Note A Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder it and its Note the other Notes in any Securitization document. Each Note B Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder A Holders may be incorporated into the offering documents for such a Securitization. Each Securitizing The Note Holder A Holders and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing a Note B Holder. The Securitizing . (b) Each Note A Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon requestmay, each Securitizing Note Holder shall at its election, deliver to each related Non-Securitizing the Note Holder B Holders drafts of the preliminary and final Securitization offering memoranda, prospectus supplementprospectus, free writing preliminary prospectus and any other disclosure documents and the pooling Servicing Agreement at such time as each Note B Holder deems necessary or appropriate. Each Note B Holder may, at its election, review and servicing agreement for the Securitization of comment thereon insofar as it relates to its B Note and/or such Securitizing Note B Holder’s , and, if a Note and provide reasonable opportunity B Holder elects to review and comment, such Note B Holder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two (2) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if a Note B Holder fails to respond within such time, such Note B Holder shall be deemed to have elected to not comment thereon. In the event of any disagreement by a Note B Holder with respect to the preliminary and final offering memoranda, prospectus, preliminary prospectus or any other disclosure documents the applicable Note A Holder’s determination shall control. Each Note B Holder has no obligation and shall have no liability with respect to any such offering documents other than the accuracy of any comments it elects to make regarding itself. (c) Notwithstanding anything herein to the contrary, the Note A Holders acknowledge and agree that (i) no Note B Holder shall be required to incur any out-of-pocket expenses in connection with a Securitization of an A Note and (ii) no Note B Holder shall be required to disclose any of the beneficial owners of the managed account on such documentsbehalf of which it is holding its B Note.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, no Non-Securitizing Lead Securitization Note Holder shall 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Lead Securitization Note Holder shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing Lead Securitization Note Holder and its Non-Lead Securitization Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing any Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related any Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower Borrowers to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower Borrowers to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, none of the Non-Securitizing Lead Securitization Note Holder Holders shall 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 to, such a Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such a Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such any Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such . Such Non-Securitizing Lead Securitization Note Holder agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such a Non-Securitizing Lead Securitization Note Holder and its the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such each Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. . (b) Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related a Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder 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 sentenceNote A-1-A, Note A-1-B, Note A-2-A or Note A-2-B, at the request of the related Securitizing Note HolderNoteholder, each related Non-Securitizing Note Holder other Noteholder shall use commercially reasonable efforts, at such Securitizing Note Holderthe requesting Noteholder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder the requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder the requesting Noteholder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder the 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 such the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization no Non-Securitizing Note Holder other Noteholder shall 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 any payments to be made to, such Non-Securitizing Note Holder or Noteholder, (ii) materially increase such Non-Securitizing Note HolderNoteholder’s obligations or materially decrease such Non-Securitizing Note HolderNoteholder’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 any Securitizationsuch Securitization of Note A-1-A, Note A-1-B, Note A-2-A or Note A-2-B, each related Non-Securitizing Note Holder shall other Noteholder agrees to provide for inclusion in any disclosure document relating to such the related Securitization such customary non-confidential information concerning such Non-Securitizing Note Holder and its Note Noteholder as the related Securitizing Note Holder requesting Noteholder reasonably determines to be necessary or appropriateto satisfy its disclosure obligations in connection with its Securitization. Each Noteholder covenants and agrees that if it is not the requesting Noteholder, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, it shall use commercially reasonable efforts to cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder the requesting Noteholder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note it in any Securitization document, all at the cost and expense of the requesting Noteholder. Each Note Holder Noteholder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder requesting Noteholder pursuant to this Section 40 may be incorporated into the offering documents for such a Securitization. Each Securitizing A requesting Note A-1-A Holder, Note A-1-B Holder, Note A-2-A Holder or Note A-2-B Holder and each Rating Agency shall be entitled to rely on the information supplied byby each other Noteholder pursuant to this Section 40. (b) The Note A-1-A Holder, Note A-1-B Holder, Note A-2-A Holder or on behalf ofNote A-2-B Holder securitizing its Note may, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon requestat its election, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder other Noteholder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and (in the case of the Lead Securitization) the Servicing Agreement simultaneously with distributions of any such documents to the general working group of the related Securitization. Each other Noteholder may, at its election, review and comment thereon insofar as it relates to such other Noteholder and/or its Note, and, if such other Noteholder elects to review and comment, such other Noteholder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two (2) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if such other Noteholder fails to respond within such time, such other Noteholder shall be deemed to have elected to not comment thereon (but no failure to comment shall constitute a waiver of such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). In the event of any disagreement between any such other Noteholder with respect to the preliminary and final offering memoranda, prospectus supplementprospectus, free writing prospectus and or any other disclosure documents the requesting Noteholder’s determination shall control (the parties acknowledging that no inaccuracy in such documents shall in any respect prejudice any such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). No such other Noteholder shall have any obligation or liability with respect to any such offering documents other than the accuracy of any comments it elects to make regarding itself. (c) Notwithstanding anything herein to the contrary, each of the Note A-1-A Holder, the Note A-1-B Holder, the Note A-2-A Holder and the pooling Note A-2-B Holder acknowledges and servicing agreement for agrees that (i) no other Noteholder shall be required to incur any out-of-pocket expenses in connection with their respective Securitizations of Note ▇-▇-▇, ▇▇▇▇ ▇-▇-▇, ▇▇▇▇ ▇-▇-▇ and Note A-2-B, and (ii) any such other Noteholder shall only be required to disclose such customary non-confidential information reasonably determined by the Securitization of such Securitizing requesting Note A-1-A Holder’s , Note and provide reasonable opportunity A-1-B Holder, Note A-2-A Holder or Note A-2-B Holder, as applicable, to review and comment on such documentsbe necessary to satisfy its disclosure obligations in connection with its Securitization.

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder 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 sentenceNote A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9, Note A-10, Note A-11, Note A-12, Note A-13, Note A-14, Note A-15, Note A-16, Note A-17, Note A-18, Note A-19, Note A-20 or Note A-21, at the request of the related Securitizing Note HolderNoteholder, each related Non-Securitizing Note Holder other Noteholder shall use commercially reasonable efforts, at such Securitizing Note Holderthe requesting Noteholder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder the requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder the requesting Noteholder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder the 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 such the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization no Non-Securitizing Note Holder other Noteholder shall 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 any payments to be made to, such Non-Securitizing Note Holder or Noteholder, (ii) materially increase such Non-Securitizing Note HolderNoteholder’s obligations or materially decrease such Non-Securitizing Note HolderNoteholder’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 any Securitizationsuch Securitization of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9, Note A-10, Note A-11, Note A-12, Note A-13, Note A-14, Note A-15, Note A-16, Note A-17, Note A-18, Note A-19, Note A-20 or Note A-21, each related Non-Securitizing Note Holder shall other Noteholder agrees to provide for inclusion in any disclosure document relating to such the related Securitization such customary non-confidential information concerning such Non-Securitizing Note Holder and its Note Noteholder as the related Securitizing Note Holder requesting Noteholder reasonably determines to be necessary or appropriateto satisfy its disclosure obligations in connection with its Securitization. Each Noteholder covenants and agrees that if it is not the requesting Noteholder, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, it shall use commercially reasonable efforts to cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder the requesting Noteholder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note it in any Securitization document, all at the cost and expense of the requesting Noteholder. Each Note Holder Noteholder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder requesting Noteholder pursuant to this Section 40 may be incorporated into the offering documents for such a Securitization. Each Securitizing A requesting Note A Holder and each Rating Agency shall be entitled to rely on the information supplied byby each other Noteholder pursuant to this Section 40. (b) The Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note A-11 Holder, the Note A-12 Holder, the Note A-13 Holder, the Note A-14 Holder, the Note A-15 Holder, the Note A-16 Holder, the Note A-17 Holder, the Note A-18 Holder, the Note A-19 Holder, the Note A-20 Holder or on behalf ofthe Note A-21 Holder securitizing its Note may, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon requestat its election, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder other Noteholder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and (in the case of the Lead Securitization) the Servicing Agreement simultaneously with distributions of any such documents to the general working group of the related Securitization. Each other Noteholder may, at its election, review and comment thereon insofar as it relates to such other Noteholder and/or its Note, and, if such other Noteholder elects to review and comment, such other Noteholder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two (2) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if such other Noteholder fails to respond within such time, such other Noteholder shall be deemed to have elected to not comment thereon (but no failure to comment shall constitute a waiver of such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). In the event of any disagreement between any such other Noteholder with respect to the preliminary and final offering memoranda, prospectus supplementprospectus, free writing prospectus and or any other disclosure documents the requesting Noteholder’s determination shall control (the parties acknowledging that no inaccuracy in such documents shall in any respect prejudice any such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). No such other Noteholder shall have any obligation or liability with respect to any such offering documents other than the accuracy of any comments it elects to make regarding itself and/or regarding any Notes it is contributing to the related Securitization. (c) Notwithstanding anything herein to the contrary, each of the Note A Holders acknowledges and agrees that (i) no other Noteholder shall be required to incur any out-of-pocket expenses in connection with their respective Securitizations of an A Note, and (ii) any such other Noteholder shall only be required to disclose such customary non-confidential information reasonably determined by the pooling and servicing agreement for the Securitization of such Securitizing requesting Note Holder’s Note and provide reasonable opportunity A Holder to review and comment on such documentsbe necessary to satisfy its disclosure obligations in connection with its Securitization.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a the Lead Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Lead Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Lead Securitization; provided, however, that in connection with the Lead Securitization, no Non-Securitizing Lead Securitization Note Holder shall 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any Securitization, each related The Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Lead Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing Lead Securitization Note Holder and its Non-Lead Securitization Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be or has been incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.Note

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Lead Securitization Note Holder, each related the Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Securitization; provided, however, that no either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Securitizing Lead Securitization Note 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 to, such the Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such the Non-Securitizing Lead Securitization Note Holder’s Holders’ obligations or materially decrease such the Non-Securitizing Lead Securitization Note Holder’s Holders’ rights, remedies or protections. In connection with any the Lead Securitization, each related Non-Securitizing Lead Securitization Note Holder shall agrees to provide for inclusion in any disclosure document relating to such the Lead Securitization such information concerning such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note as the related Securitizing Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and such the Non-Securitizing Lead Securitization Note Holder covenants and agrees that it shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder Lead Securitization Noteholder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such the Non-Securitizing Lead Securitization Note Holder and its the Non-Lead Securitization Note in any Securitization document. Each The Non-Lead Securitization Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each the Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder’s possession in connection with such the Non-Securitizing Lead Securitization Note Holder’s Holders’ preparation of disclosure materials in connection with a Securitization. . (b) Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents. (c) If a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate at the Non-Lead Securitization Note Holder’s expense with such Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations Reviewer with any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the extent that such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and are not in the possession of the Non-Lead Asset Representations Reviewer (and the Non-Lead Asset Representations Reviewer has informed such party that it has first requested, and not received, the documents from the master servicer, special servicer and custodian for the applicable Non-Lead Securitization).

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a the Lead Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing Lead Securitization Note Holder, each related Non-Securitizing Lead Securitization Note Holder shall use reasonable efforts, at such Securitizing the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Lead Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing the Lead Securitization Note 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 such the Lead Securitization; provided, however, that in connection with the Lead Securitization, no Non-Securitizing Lead Securitization Note Holder shall 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 to, such Non-Securitizing Lead Securitization Note Holder or (ii) materially increase such Non-Securitizing Lead Securitization Note Holder’s obligations or materially decrease such Non-Securitizing Lead Securitization Note Holder’s rights, remedies or protections. In connection with any Securitization, each related The Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Lead Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Lead Securitization Note Holder in connection with such the Lead Securitization (including, without limitation, reasonably cooperating with the Securitizing Lead Securitization Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Lead Securitization Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such the Lead 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 such Non-Securitizing Lead Securitization Note Holder and its Non-Lead Securitization Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Lead Securitization Note Holder may be or has been incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing any Note Holder. The Securitizing Lead Securitization Note Holder shall Holder, at the Non-Lead Securitization Note Holder’s sole cost and expense, will reasonably cooperate with each the Non-Securitizing Lead Securitization Note Holder by providing all information reasonably requested that is in the Securitizing Lead Securitization Note Holder▇▇▇▇▇▇’s possession in connection with such Non-Securitizing Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing the Lead Securitization Note Holder shall deliver to each related the Non-Securitizing Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Lead Securitization of such Securitizing Note Holder’s Note Servicing Agreement and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder acknowledges that any Note Holder 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 related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note 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 such Securitization; provided, that no Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. . (b) Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder Senior Noteholder may elect, in its sole discretion, and at its sole cost and expense, to include its respective Senior Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, (x) at the request of the related Securitizing Note Holdersecuritizing Noteholder, each related Nonnon-Securitizing Note Holder securitizing Noteholder shall use reasonable efforts, at such Securitizing Note Holderthe securitizing Noteholder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder the securitizing Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder securitizing Noteholder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the applicable Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder the securitizing 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 such Securitization; provided, however, that no Nonnon-Securitizing Note Holder securitizing Noteholder shall 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 topayments, such Non-Securitizing Note Holder Noteholder or (ii) materially increase such Non-Securitizing Note HolderNoteholder’s obligations (other than to an immaterial extent) or materially decrease such Non-Securitizing Note HolderNoteholder’s rights, remedies or protectionsprotections (other than to an immaterial extent). In connection with any a Securitization, each related Nonnon-Securitizing Note Holder shall securitizing Noteholder shall, at the sole cost and expense of the securitizing Noteholder, provide for inclusion in any disclosure document relating to such the related Securitization such information concerning such Nonnon-Securitizing Note Holder securitizing Noteholder and its Note the other Notes as the related Securitizing Note Holder securitizing Noteholder reasonably determines to be necessary or appropriate, ; and such Non(y) each non-Securitizing Note Holder shallsecuritizing Noteholder shall cooperate, at the Securitizing Note Holder’s expensesole cost and expense of the securitizing Noteholder, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder the securitizing Noteholder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such a Securitization), as well as in connection with all other matters and the preparation of any offering documents thereof relating thereto and to review and respond reasonably promptly with respect to any information relating to such Non-Securitizing Note Holder it and its Note the other Notes in any Securitization document. Each Note Holder Noteholder acknowledges that in connection with any Securitization, the information provided by it in its capacity as to a Non-Securitizing Note Holder to the related Securitizing Note Holder securitizing Noteholder may be incorporated into the offering documents for such a Securitization. Each Securitizing Note Holder securitizing Noteholder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Nonthe non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in securitizing Noteholders. (b) A securitizing Noteholder may, at its election, deliver to the Securitizing Note Holder’s possession other Noteholders drafts of the preliminary and final prospectus, drafts of the preliminary and final offering memoranda and any other disclosure documents and the servicing agreement at such time as it deems necessary or appropriate in connection with the Securitization of the related Note. Each of the non-securitizing Noteholders may, at its election, review and comment thereon insofar as it relates to such Nonnon-Securitizing Note Holder’s preparation securitizing Noteholder or its Note, and, if such non-securitizing Noteholder elects to review and comment, such non-securitizing Noteholder shall review and comment thereon as soon as possible but in no event later than two (2) Business Days of disclosure materials its receipt thereof, and if such non-securitizing Noteholder fails to respond within such time, such non-securitizing Noteholder shall be deemed to have elected to not comment thereon, provided that if such non-securitizing Noteholder elects to review and comment, any such review and comments with respect to the final draft distributed in connection with a Securitizationthe preparation of the preliminary and final prospectus for printing shall be made no later than the time requested in the e-mail containing such final draft and if such non-securitizing Noteholder fails to respond by such time period (or, prior to the expiration of such time period, request additional time from the securitizing Noteholder), such non-securitizing Noteholder shall be deemed to have elected to not comment thereon. Upon request, each Securitizing Note Holder shall deliver In the event of any disagreement between the securitizing Noteholder and such non-securitizing Noteholder with respect to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and or any other disclosure documents the securitizing Noteholder’s determination shall control. A non-securitizing Noteholder has no obligation and shall have no liability with respect to any such offering documents other than the accuracy of any comments it elects to make or refrain from making, regarding itself or its Note. (c) Notwithstanding anything herein to the contrary, the Senior Noteholders acknowledge and agree that (i) the Junior Noteholders shall not be required to incur any out-of-pocket costs and expenses in connection with a Securitization of any Senior Note or any portion thereof and (ii) if applicable, no Junior Noteholder shall be required to disclose any of the beneficial owners of a managed account on behalf of which it holds the Junior Note. (d) If a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the pooling Custodian shall reasonably cooperate at the Non-Lead Securitization Noteholder’s cost and servicing agreement expense, with the applicable Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations Reviewer with any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the extent that such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and are not in the possession of the Non-Lead Asset Representations Reviewer (and the Non-Lead Asset Representations Reviewer has informed such party that it has first requested, and not received, the documents from the master servicer, special servicer, trustee and custodian for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documentsapplicable Non-Lead Securitization).

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder 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 sentenceNote A-1-1, Note A-1-2, Note A-2-1, Note A-2-2 or Note A-2-3, at the request of the related Securitizing Note HolderNoteholder, each related Non-Securitizing Note Holder other Noteholder shall use commercially reasonable efforts, at such Securitizing Note Holderthe requesting Noteholder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder the requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder the requesting Noteholder customarily adheres or that which may be reasonably required in the marketplace or by the Rating Agencies in connection with such the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder the 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 such the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization no Non-Securitizing Note Holder other Noteholder shall 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 any payments to be made to, such Non-Securitizing Note Holder or Noteholder, (ii) materially increase such Non-Securitizing Note HolderNoteholder’s obligations or materially decrease such Non-Securitizing Note HolderNoteholder’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 any Securitizationsuch Securitization of Note A-1-1, Note A-1-2, Note A-2-1, Note A-2-2 or Note A-2-3, each related Non-Securitizing Note Holder shall other Noteholder agrees to provide for inclusion in any disclosure document relating to such the related Securitization such customary non-confidential information concerning such Non-Securitizing Note Holder and its Note Noteholder as the related Securitizing Note Holder requesting Noteholder reasonably determines to be necessary or appropriateto satisfy its disclosure obligations in connection with its Securitization. Each Noteholder covenants and agrees that if it is not the requesting Noteholder, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, it shall use commercially reasonable efforts to cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder the requesting Noteholder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such 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 such Non-Securitizing Note Holder and its Note it in any Securitization document, all at the cost and expense of the requesting Noteholder. Each Note Holder Noteholder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder requesting Noteholder pursuant to this Section 40 may be incorporated into the offering documents for such a Securitization. Each Securitizing A requesting Note A-1-1 Holder, Note A-1-2 Holder, Note A-2-1 Holder, Note A-2-2 Holder or Note A-2-3 Holder and each Rating Agency shall be entitled to rely on the information supplied byby each other Noteholder pursuant to this Section 40. (b) The Note A-1-1 Holder, Note A-1-2 Holder, Note A-2-1 Holder, Note A-2-2 Holder or on behalf ofNote A-2-3 Holder securitizing its Note may, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon requestat its election, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder other Noteholder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and (in the case of the Lead Securitization) the Servicing Agreement simultaneously with distributions of any such documents to the general working group of the related Securitization. Each other Noteholder may, at its election, review and comment thereon insofar as it relates to such other Noteholder and/or its Note, and, if such other Noteholder elects to review and comment, such other Noteholder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two (2) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if such other Noteholder fails to respond within such time, such other Noteholder shall be deemed to have elected to not comment thereon (but no failure to comment shall constitute a waiver of such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). In the event of any disagreement between any such other Noteholder with respect to the preliminary and final offering memoranda, prospectus supplementprospectus, free writing prospectus and or any other disclosure documents the requesting Noteholder’s determination shall control (the parties acknowledging that no inaccuracy in such documents shall in any respect prejudice any such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). No such other Noteholder shall have any obligation or liability with respect to any such offering documents other than the accuracy of any comments it elects to make regarding itself. (c) Notwithstanding anything herein to the contrary, each of the Note A-1-1 Holder, the Note A-1-2 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder and the pooling Note A-2-3 Holder acknowledges and servicing agreement for agrees that (i) no other Noteholder shall be required to incur any out-of-pocket expenses in connection with their respective Securitizations of Note A-1-1, Note A-1-2, Note A-2-1, Note A-2-2 and Note A-2-3, and (ii) any such other Noteholder shall only be required to disclose such customary non-confidential information reasonably determined by the Securitization of such Securitizing requesting Note A-1-1 Holder’s , Note and provide reasonable opportunity A-1-2 Holder, Note A-2-1 Holder, Note A-2-2 Holder or Note A-2-3 Holder, as applicable, to review and comment on such documentsbe necessary to satisfy its disclosure obligations in connection with its Securitization.