Common use of Cooperation in Securitization Clause in Contracts

Cooperation in Securitization. (a) Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder, the Note B Holder shall use reasonable efforts, at Note A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s or Note A-5 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the 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, the Note B Holder or (ii) increase the Note B Holder’s obligations or decrease the Note B Holder’s rights, remedies or protections. In connection with the Securitization, the Note B Holder agrees to provide for inclusion in any disclosure document relating to the related Securitization such information concerning the Note B Holder and the other Notes as the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder reasonably determine to be necessary or appropriate. The Note B Holder covenants and agrees that it shall use reasonable efforts to cooperate with the requests of each Rating Agency and the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in connection with the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document, all at the cost and expense of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, as applicable. The Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Note B Holder. (b) The Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder may, at its election, deliver to the Note B Holder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and the 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 the Note B and/or the Note B Holder, and, if the Note B Holder elects to review and comment, the 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 the Note B Holder fails to respond within such time, the Note B 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 or any other disclosure documents the Note A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s and Note A-5 Holder’s determination shall control. 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-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder 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 Note ▇-▇, ▇▇▇▇ ▇-▇, Note A-3, Note A-4 or Note A-5 and (ii) the Note B Holder shall not be required to disclose any of the beneficial owners of the managed account on behalf of which it is holding the Note B.

Cooperation in Securitization. (a) Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 A-2 Holder, the Note B Holder shall use reasonable efforts, at the Note A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s or Note A-5 A-2 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the 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, the Note B Holder or (ii) materially increase the Note B Holder’s obligations or materially decrease the Note B Holder’s rights, remedies or protections. In connection with the Securitization, the Note B Holder agrees to provide the identity of the Note B Holder and the Junior Operating Advisor for inclusion in any disclosure document relating to the related Securitization such information concerning the Note B Holder and the other Notes as the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-2 Holder reasonably determine to be necessary or appropriate. The Note B Holder covenants and agrees that (at the Note A-1 Holder’s or Note A-2 Holder’s expense, as applicable) it shall use reasonable efforts to cooperate with the requests of each Rating Agency and the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in connection with the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document, all at the cost and expense of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, as applicable. The Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Note B Holder. (b) The Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder may, at its election, deliver to 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 the Note B and/or the Note B Holder, and, if the Note B Holder elects to review and comment, the 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 three (23) 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 the Note B Holder fails to respond within such time, the Note B 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 or any other disclosure documents the Note A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s and Note A-5 A-2 Holder’s determination shall control. 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-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-2 Holder 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 Note ▇-▇, ▇▇▇▇ ▇-▇, Note A-3, Note A-4 A-1 or Note A-5 A-2 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 the Note B.B; provided that the Note B Holder acknowledges that the identity of the Note B Holder and the Junior Operating Advisor is not considered confidential or proprietary information.

Cooperation in Securitization. (a) Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 A-2 Holder, the Note B Holder shall use reasonable efforts, at the Note A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s or Note A-5 A-2 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the 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, the Note B Holder or (ii) increase the Note B Holder’s obligations or decrease the Note B Holder’s rights, remedies or protections. In connection with the Securitization, the Note B Holder agrees to provide the identity of the Note B Holder and the Junior Operating Advisor for inclusion in any disclosure document relating to the related Securitization such information concerning the Note B Holder and the other Notes as the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-2 Holder reasonably determine to be necessary or appropriate. The Note B Holder covenants and agrees that (at the Note A-1 Holder’s or Note A-2 Holder’s expense, as applicable) it shall use reasonable efforts to cooperate with the requests of each Rating Agency and the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in connection with the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document, all at the cost and expense of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, as applicable. The Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Note B Holder. (b) The Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder Senior Noteholders may, at its electionelection (and, in the case of the Securitization Servicing Agreement, shall) deliver to 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 the Note B and/or B, the Note B Holder, and/or this Agreement, and, if the Note B Holder elects to review and comment, the 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 three (23) 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 the Note B Holder fails to respond within such time, the Note B 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 or any other disclosure documents the Note A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s and Note A-5 HolderSenior Noteholder’s determination shall control. 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-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder 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 ▇-▇, ▇▇▇▇ ▇-▇, Note A-3, Note A-4 or Note A-5 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 the Note B.B; provided that the Note B Holder acknowledges that the identity of the Note B Holder and the Junior Operating Advisor is not considered confidential or proprietary information.

Cooperation in Securitization. (a) Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentenceNote ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-7, at the request of the Note A-1 Holderrelated Noteholder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder, the Note B Holder each other Noteholder shall use commercially reasonable efforts, at Note A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s or Note A-5 Holderthe requesting Noteholder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder requesting Noteholder customarily adhere adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder requesting Noteholder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization the Note B Holder no other Noteholder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of any payments to be made to, such paymentsNoteholder, the Note B Holder or (ii) increase the Note B Holdersuch Noteholder’s obligations or decrease the Note B Holdersuch Noteholder’s rights, remedies or protectionsprotections hereunder or under any Mortgage Loan Document, or (iii) otherwise materially adversely affect the rights and interests of such Noteholder. In connection with the Securitizationany such Securitization of Note ▇-▇, the ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note B Holder ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-7, each other Noteholder agrees to provide for inclusion in any disclosure document relating to the related Securitization such customary non-confidential information concerning the Note B Holder and the other Notes such Noteholder as the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder requesting Noteholder reasonably determine determines to be necessary or appropriateto satisfy its disclosure obligations in connection with its Securitization. The Note B Holder Each Noteholder covenants and agrees that if it is not the requesting Noteholder, it shall use commercially reasonable efforts to cooperate with the requests of each Rating Agency and the Note A-1 Holder, requesting Noteholder in connection with the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder preparation of any offering documents in connection with the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document, all at the cost and expense of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, as applicablerequesting Noteholder. The Note B Holder Each Noteholder acknowledges that the information provided by it to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder requesting Noteholder pursuant to this Section 40 may be incorporated into the offering documents for a Securitization. The A requesting Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Holder, Note A-5 Holder, Note A-6 Holder, Note A-7 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Note B Holderby 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, Note A-5 Holder, Note A-6 Holder or the Note A-5 A-7 Holder securitizing its Note may, at its election, deliver to the Note B Holder each 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. The Note B Holder Each other Noteholder may, at its election, review and comment thereon insofar as it relates to the Note B such other Noteholder and/or the Note B Holderits Note, and, if the Note B Holder such other Noteholder elects to review and comment, the Note B Holder 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 the Note B Holder such other Noteholder fails to respond within such time, the Note B Holder such other Noteholder shall be deemed to have elected to not comment thereonthereon (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 the Note B Holder any such other Noteholder with respect to the preliminary and final offering memoranda, prospectus supplementprospectus, free writing prospectus or any other disclosure documents the Note A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s and Note A-5 Holderrequesting Noteholder’s determination shall controlcontrol (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). Note B Holder has no obligation and No such other Noteholder shall have no 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 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 and the Note A-5 A-7 Holder acknowledge acknowledges and agree agrees that (i) the Note B Holder no other Noteholder shall not be required to incur any out-of-pocket expenses in connection with a Securitization their respective Securitizations of Note ▇-▇, ▇▇▇▇ ▇-▇, Note A-3▇▇▇▇ ▇-▇, Note A-4 or A-4, Note A-5 A-5, Note A-6 and Note A-7, and (ii) the Note B Holder any such other Noteholder shall not only be required to disclose any of such customary non-confidential information reasonably determined by the beneficial owners of the managed account on behalf of which it is holding requesting Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder, Note A-5 Holder, Note A-6 Holder or the Note B.A-7 Holder, as applicable, to be necessary to satisfy its disclosure obligations in connection with its Securitization.

Cooperation in Securitization. (a) Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, and at its sole cost and expense, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, (x) at the request of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 A-3 Holder, the Note B Holder shall use reasonable efforts, at the Note A-1 Holder’s, the Note A-2 Holder’s, ’s or the Note A-3 Holder’s, Note A-4 Holder’s or Note A-5 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to the Securitization such initial 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, the Note B Holder or (ii) increase the Note B Holder’s obligations (other than to an immaterial extent) or decrease the Note B Holder’s rights, remedies or protectionsprotections (other than to an immaterial extent). In connection with the Securitization, the Note B Holder agrees agrees, at the sole cost and expense of the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, to provide for inclusion in any disclosure document relating to the related Securitization such information concerning the Note B Holder and the other Notes as the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder reasonably determine to be necessary or appropriate. The ; and (y) the Note B Holder covenants and agrees that it shall use reasonable efforts to cooperate cooperate, at the sole cost and expense of the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, with the reasonable requests of each Rating Agency and the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder in connection with the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document, all at the cost and expense of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, as applicable. The Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Note B Holder. (b) The Each of the Note A-1 Holder, the Note A-2 Holder, Holder and the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder may, at its election, deliver to the Note B Holder drafts of the preliminary and final Securitization offering memoranda, prospectusprospectus supplement, preliminary free writing prospectus and any other disclosure documents and the Servicing Agreement simultaneously servicing agreement at such time as it deems necessary or appropriate in connection with distributions of any such documents to the general working group Securitization of the related SecuritizationNote ▇-▇, ▇▇▇▇ ▇-▇ or Note A-3. The Note B Holder may, at its election, review and comment thereon insofar as it relates to the Note B and/or the Note B Holder, and, if the Note B Holder elects to review and comment, the Note B Holder shall review and comment thereon as soon as possible (but in no event later than two (i2) Business Days of its receipt thereof (or five (5) Business Days after receipt, 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 delivered to the general working group of the related Securitization for review and comment), Note B Holder) and if the Note B Holder fails to respond within such time, the Note B Holder shall be deemed to have elected to not comment thereon, provided that if the Note B Holder elects to review and comment, any such review and comments with respect to the final draft distributed in connection with the preparation of the preliminary and final offering memoranda for printing shall be made no later than 9:00 am, New York City time, on the Business Day following its receipt thereof and if the Note B Holder fails to respond by such time, the Note B 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 or any other disclosure documents the Note A-1 Holder’s, the Note A-2 Holder’s, ’s and the Note A-3 Holder’s, Note A-4 Holder’s and Note A-5 Holder’s determination shall control. 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 or refrain from making, regarding itself, provided that Lead Securitization Note Holder shall reimburse the Note B Holder for any out of pocket costs and expenses incurred by Note B Holder pursuant to this Section 24. (c) Notwithstanding anything herein to the contrary, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder 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 Note ▇-▇, ▇▇▇▇ ▇-▇, Note A-3, Note A-4 ▇ or Note A-5 A-3 and (ii) the Note B Holder shall not be required to disclose any of the beneficial owners of the managed account on behalf of which it is holding the Note B.