Common use of Cooperation in Securitization Clause in Contracts

Cooperation in Securitization. (a) At the request of the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder or the Note A-3-2 Holder, the Junior Noteholder shall use reasonable efforts, at the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3-1 Holder’s or the Note A-3-2 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to reasonably cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such initial Securitization the Junior Noteholder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Junior Noteholder or (ii) materially increase the Junior Noteholder’s obligations or materially decrease the Junior Noteholder’s rights, remedies or protections. In connection with the Securitization, the Junior Noteholder agrees to provide for inclusion in any disclosure document relating to the related Securitization such information concerning the Junior Noteholder and the Junior Note as the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder reasonably determine to be necessary or appropriate, and the Junior Noteholder covenants and agrees that it shall reasonably cooperate with the reasonable requests of each Rating Agency and the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1- Holder and the Note A-3-2 Holder in connection with any Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the Junior Note in any Securitization document. The Junior Noteholder acknowledges that the information provided by it to the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Junior Noteholder. (b) Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder may, at its election, deliver to the Junior Noteholder drafts of the preliminary and final Securitization offering memorandum, prospectus supplement, free writing prospectus and any other disclosure documents and the Securitization Servicing Agreement at such time as the Junior Noteholder deems necessary or appropriate in connection with the Securitization of the related Note ▇-▇, ▇▇▇▇ ▇-▇, Note A-3-1 or Note A-3-2. The Junior Noteholder may, at its election, review and comment thereon insofar as it relates to the Junior Note and/or the Junior Noteholder, and, if the Junior Noteholder elects to review and comment, the Junior Noteholder shall review and comment thereon as soon as possible but in no event later than five (5) Business Days of its receipt thereof, or six (6) Business Days after receipt in the case of the first draft thereof delivered to the Junior Noteholder, and if the Junior Noteholder fails to respond within such time, the Junior Noteholder shall be deemed to have elected to not comment thereon, provided that if the Junior Noteholder 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 Junior Noteholder fails to respond by such time, the Junior Noteholder shall be deemed to have elected to not comment thereon. In the event of any disagreement between the Junior Noteholder with respect to the preliminary and final offering memorandum, prospectus supplement, free writing prospectus or any other disclosure documents the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3-1 Holder’s and the Note A-3-2 Holder’s determination shall control. The Junior 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 regarding itself or the Junior Note. (c) Notwithstanding anything herein to the contrary, the Note A-1 Holder, the Note A-2 Holder and each Note A-3 Holder acknowledge and agree that (i) the Junior Noteholder shall not be required to incur any out-of-pocket expenses in connection with a Securitization of Note ▇-▇, ▇▇▇▇ ▇-▇ or either Note A-3 or any portion thereof and (ii) the Junior Noteholder shall not be required to disclose any of the beneficial owners of the managed account on behalf of which it is holding the Junior Note.

Cooperation in Securitization. (a) At Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 A-3 Holder, the Note A-4 Holder or the Note A-3-2 A-5 Holder, the Junior Noteholder Note B Holder shall use reasonable efforts, at the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3-1 A-3 Holder’s, Note A-4 Holder’s or the Note A-3-2 A-5 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 A-3 Holder, the Note A-4 Holder and the Note A-3-2 A-5 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 A-3 Holder, the Note A-4 Holder and the Note A-3-2 A-5 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to reasonably cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 A-3 Holder, the Note A-4 Holder and the Note A-3-2 A-5 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such initial the Securitization the Junior Noteholder Note B Holder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Junior Noteholder Note B Holder or (ii) materially increase the Junior NoteholderNote B Holder’s obligations or materially decrease the Junior NoteholderNote B Holder’s rights, remedies or protections. In connection with the Securitization, the Junior Noteholder Note B Holder agrees to provide for inclusion in any disclosure document relating to the related Securitization such information concerning the Junior Noteholder Note B Holder and the Junior Note other Notes as the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 A-3 Holder, the Note A-4 Holder and the Note A-3-2 A-5 Holder reasonably determine to be necessary or appropriate, and the Junior Noteholder . The Note B Holder covenants and agrees that it shall reasonably use reasonable efforts to cooperate with the reasonable requests of each Rating Agency and the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1- A-3 Holder, the Note A-4 Holder and the Note A-3-2 A-5 Holder in connection with any the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the Junior Note other Notes in any Securitization document, all at the cost and expense of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, as applicable. The Junior Noteholder Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 A-3 Holder, the Note A-4 Holder and the Note A-3-2 A-5 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 A-3 Holder, the Note A-3-2 A-4 Holder and the Note A-5 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Junior NoteholderNote B Holder. (b) Each of the The Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and A-3 Holder, the Note A-3-2 A-4 Holder or the Note A-5 Holder may, at its election, deliver to the Junior Noteholder Note B Holder drafts of the preliminary and final Securitization offering memorandummemoranda, prospectus supplementprospectus, free writing preliminary prospectus and any other disclosure documents and the Securitization Servicing Agreement at simultaneously with distributions of any such time as documents to the Junior Noteholder deems necessary or appropriate in connection with the Securitization general working group of the related Note ▇-▇, ▇▇▇▇ ▇-▇, Note A-3-1 or Note A-3-2Securitization. The Junior Noteholder Note B Holder may, at its election, review and comment thereon insofar as it relates to the Junior Note B and/or the Junior NoteholderNote B Holder, and, if the Junior Noteholder Note B Holder elects to review and comment, the Junior Noteholder Note B Holder shall review and comment thereon as soon as possible (but in no event later than five (5i) Business Days of its receipt thereof, or six (6) Business Days after receipt in the case of the first draft thereof, two (2) Business Days after receipt thereof delivered and (ii) in the case of each subsequent draft thereof, the deadline provided to the Junior Noteholdergeneral working group of the related Securitization for review and comment), and if the Junior Noteholder Note B Holder fails to respond within such time, the Junior Noteholder shall be deemed to have elected to not comment thereon, provided that if the Junior Noteholder 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 Junior Noteholder fails to respond by such time, the Junior Noteholder Note B Holder shall be deemed to have elected to not comment thereon. In the event of any disagreement between the Junior Noteholder Note B Holder with respect to the preliminary and final offering memorandummemoranda, prospectus supplement, free writing prospectus or any other disclosure documents the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3-1 A-3 Holder’s, Note A-4 Holder’s and the Note A-3-2 A-5 Holder’s determination shall control. The Junior Noteholder 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 or the Junior Noteitself. (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 each the Note A-3 A-5 Holder acknowledge and agree that (i) the Junior Noteholder 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 either Note A-3 or any portion thereof A-5 and (ii) the Junior Noteholder 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 Junior Note.Note B.

Cooperation in Securitization. (a) At Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Note A-1 Holder, Holder or the Note A-2 Holder, the Note A-3-1 B Holder or the Note A-3-2 Holder, the Junior Noteholder shall use reasonable efforts, at the Note A-1 Holder’s, the ’s or Note A-2 Holder’s, the Note A-3-1 Holder’s or the Note A-3-2 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to reasonably cooperate with the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such initial the Securitization the Junior Noteholder Note B Holder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Junior Noteholder Note B Holder or (ii) materially increase the Junior NoteholderNote B Holder’s obligations or materially decrease the Junior NoteholderNote B Holder’s rights, remedies or protections. In connection with the Securitization, the Junior Noteholder Note B Holder agrees to provide the identity of the Note B Holder and the Junior Operating Advisor for inclusion in any disclosure document relating to the related Securitization such information concerning the Junior Noteholder and the Junior Note as the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-2 Holder reasonably determine to be necessary or appropriate, and the Junior Noteholder . The Note B Holder covenants and agrees that (at the Note A-1 Holder’s or Note A-2 Holder’s expense, as applicable) it shall reasonably use reasonable efforts to cooperate with the reasonable requests of each Rating Agency and the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1- Holder and the Note A-3-2 Holder in connection with any the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the Junior Note other Notes in any Securitization document. The Junior Noteholder Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Junior NoteholderNote B Holder. (b) Each of the The Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder may, at its election, deliver to the Junior Noteholder Note B Holder drafts of the preliminary and final Securitization offering memorandummemoranda, prospectus supplementprospectus, free writing preliminary prospectus and any other disclosure documents and the Securitization Servicing Agreement at simultaneously with distributions of any such time as documents to the Junior Noteholder deems necessary or appropriate in connection with the Securitization general working group of the related Note ▇-▇, ▇▇▇▇ ▇-▇, Note A-3-1 or Note A-3-2Securitization. The Junior Noteholder Note B Holder may, at its election, review and comment thereon insofar as it relates to the Junior Note B and/or the Junior NoteholderNote B Holder, and, if the Junior Noteholder Note B Holder elects to review and comment, the Junior Noteholder Note B Holder shall review and comment thereon as soon as possible (but in no event later than five (5i) Business Days of its receipt thereof, or six (6) Business Days after receipt in the case of the first draft thereof, three (3) Business Days after receipt thereof delivered and (ii) in the case of each subsequent draft thereof, the deadline provided to the Junior Noteholdergeneral working group of the related Securitization for review and comment), and if the Junior Noteholder Note B Holder fails to respond within such time, the Junior Noteholder shall be deemed to have elected to not comment thereon, provided that if the Junior Noteholder 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 Junior Noteholder fails to respond by such time, the Junior Noteholder Note B Holder shall be deemed to have elected to not comment thereon. In the event of any disagreement between the Junior Noteholder Note B Holder with respect to the preliminary and final offering memorandummemoranda, prospectus supplement, free writing prospectus or any other disclosure documents the Note A-1 Holder’s, the ’s and Note A-2 Holder’s, the Note A-3-1 Holder’s and the Note A-3-2 Holder’s determination shall control. The Junior Noteholder 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 or the Junior Noteitself. (c) Notwithstanding anything herein to the contrary, the Note A-1 Holder, Holder and the Note A-2 Holder and each Note A-3 Holder acknowledge and agree that (i) the Junior Noteholder Note B Holder shall not be required to incur any out-of-pocket expenses in connection with a Securitization of Note ▇-▇, ▇▇▇▇ ▇-▇ A-1 or either Note A-3 or any portion thereof A-2 and (ii) the Junior Noteholder 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; provided that the Note B Holder acknowledges that the identity of the Note B Holder and the Junior NoteOperating Advisor is not considered confidential or proprietary information.

Cooperation in Securitization. (a) At Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ or Note A-7, at the request of the Note A-1 Holderrelated Noteholder, the Note A-2 Holder, the Note A-3-1 Holder or the Note A-3-2 Holder, the Junior each other Noteholder shall use commercially reasonable efforts, at the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3-1 Holder’s or the Note A-3-2 Holderrequesting Noteholder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder requesting Noteholder customarily adhere adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to reasonably cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder requesting Noteholder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such initial the Securitization the Junior no other Noteholder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of any payments to be made to, such paymentsNoteholder, the Junior Noteholder or (ii) materially increase the Junior such Noteholder’s obligations or materially decrease the Junior such Noteholder’s rights, remedies or protectionsprotections hereunder or under any Mortgage Loan Document, or (iii) otherwise materially adversely affect the rights and interests of such Noteholder. In connection with the Securitizationany such Securitization of Note ▇-▇, the Junior ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇ 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 Junior such Noteholder and the Junior Note as the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder requesting Noteholder reasonably determine determines to be necessary or appropriate, and the Junior to satisfy its disclosure obligations in connection with its Securitization. Each Noteholder covenants and agrees that if it is not the requesting Noteholder, it shall reasonably use commercially reasonable efforts to cooperate with the reasonable requests of each Rating Agency and the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1- Holder and the Note A-3-2 Holder requesting Noteholder in connection with any Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof in connection with the Securitization, and to review and respond reasonably promptly with respect to any information relating to it and the Junior Note in any Securitization document, all at the cost and expense of the requesting Noteholder. The Junior Each Noteholder acknowledges that the information provided by it to the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder requesting Noteholder pursuant to this Section 40 may be incorporated into the offering documents for a Securitization. The A requesting Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 A-3 Holder, the Note A-3-2 A-4 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 Junior Noteholderby each other Noteholder pursuant to this Section 40. (b) Each of the The Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 A-3 Holder, Note A-4 Holder, Note A-5 Holder, Note A-6 Holder and the or Note A-3-2 A-7 Holder securitizing its Note may, at its election, deliver to the Junior each other Noteholder drafts of the preliminary and final Securitization offering memorandummemoranda, prospectus supplementprospectus, free writing preliminary prospectus and any other disclosure documents and (in the Securitization case of the Lead Securitization) the Servicing Agreement at simultaneously with distributions of any such time as documents to the Junior Noteholder deems necessary or appropriate in connection with the Securitization general working group of the related Note ▇-▇, ▇▇▇▇ ▇-▇, Note A-3-1 or Note A-3-2Securitization. The Junior Each other Noteholder may, at its election, review and comment thereon insofar as it relates to the Junior Note such other Noteholder and/or the Junior Noteholderits Note, and, if the Junior such other Noteholder elects to review and comment, the Junior such other Noteholder shall review and comment thereon as soon as possible (but in no event later than five (5i) Business Days of its receipt thereof, or six (6) Business Days after receipt in the case of the first draft thereof, two (2) Business Days after receipt thereof delivered and (ii) in the case of each subsequent draft thereof, the deadline provided to the Junior Noteholdergeneral working group of the related Securitization for review and comment), and if the Junior such other Noteholder fails to respond within such time, the Junior such other Noteholder shall be deemed to have elected to not comment thereon, provided that if thereon (but no failure to comment shall constitute a waiver of such other Noteholder’s rights hereunder or under the Junior Noteholder 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 Junior Noteholder fails to respond by such time, the Junior Noteholder shall be deemed to have elected to not comment thereonMortgage Loan Documents). In the event of any disagreement between the Junior any such other Noteholder with respect to the preliminary and final offering memorandummemoranda, prospectus supplementprospectus, free writing prospectus or any other disclosure documents the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3-1 Holder’s and the Note A-3-2 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). The Junior No such other Noteholder has no obligation and 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 or the Junior Noteitself. (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 each the Note A-3 A-7 Holder acknowledge acknowledges and agree agrees that (i) the Junior no other Noteholder shall not be required to incur any out-of-pocket expenses in connection with a Securitization their respective Securitizations of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ or either ▇-▇, Note A-3 or any portion thereof A-4, Note A-5, Note A-6 and Note A-7, and (ii) the Junior 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 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 managed account on behalf of which it is holding the Junior NoteNote A-7 Holder, as applicable, to be necessary to satisfy its disclosure obligations in connection with its Securitization.

Cooperation in Securitization. (a) At Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, and at its sole cost and expense, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, (x) at the request of the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, the Note A-3-1 B Holder or the Note A-3-2 Holder, the Junior Noteholder shall use reasonable efforts, at the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3-1 Holder’s or the Note A-3-2 A-3 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-3 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-3 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to reasonably cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-3 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such initial Securitization Securitization, the Junior Noteholder Note B Holder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Junior Noteholder Note B Holder or (ii) materially increase the Junior NoteholderNote B Holder’s obligations (other than to an immaterial extent) or materially decrease the Junior NoteholderNote B Holder’s rights, remedies or protectionsprotections (other than to an immaterial extent). In connection with the Securitization, the Junior Noteholder agrees Note B Holder agrees, at the sole cost and expense of the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, to provide for inclusion in any disclosure document relating to the related Securitization such information concerning the Junior Noteholder Note B Holder and the Junior Note other Notes as the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-3 Holder reasonably determine to be necessary or appropriate, ; and (y) the Junior Noteholder Note B Holder covenants and agrees that it shall reasonably cooperate cooperate, at the sole cost and expense of the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, with the reasonable requests of each Rating Agency and the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1- Holder and the Note A-3-2 A-3 Holder in connection with any the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the Junior Note other Notes in any Securitization document. The Junior Noteholder Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-3 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder, the Note A-3-2 A-3 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Junior NoteholderNote B Holder. (b) Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-3 Holder may, at its election, deliver to the Junior Noteholder Note B Holder drafts of the preliminary and final Securitization offering memorandummemoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the Securitization Servicing Agreement servicing agreement at such time as the Junior Noteholder it deems necessary or appropriate in connection with the Securitization of the related Note ▇-▇, ▇▇▇▇ ▇-▇, Note A-3-1 ▇ or Note A-3-2. The Junior Noteholder Note B Holder may, at its election, review and comment thereon insofar as it relates to the Junior Note B and/or the Junior NoteholderNote B Holder, and, if the Junior Noteholder Note B Holder elects to review and comment, the Junior Noteholder Note B Holder shall review and comment thereon as soon as possible but in no event later than two (2) Business Days of its receipt thereof (or five (5) Business Days of its receipt thereofafter receipt, or six (6) Business Days after receipt in the case of the first draft thereof delivered to the Junior Noteholder, Note B Holder) and if the Junior Noteholder Note B Holder fails to respond within such time, the Junior Noteholder Note B Holder shall be deemed to have elected to not comment thereon, provided that if the Junior Noteholder 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 Junior Noteholder Note B Holder fails to respond by such time, the Junior Noteholder Note B Holder shall be deemed to have elected to not comment thereon. In the event of any disagreement between the Junior Noteholder Note B Holder with respect to the preliminary and final offering memorandummemoranda, prospectus supplement, free writing prospectus or any other disclosure documents the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3-1 Holder’s and the Note A-3-2 A-3 Holder’s determination shall control. The Junior Noteholder 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 or itself, provided that Lead Securitization Note Holder shall reimburse the Junior NoteNote 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 and each the Note A-3 Holder acknowledge and agree that (i) the Junior Noteholder Note B Holder shall not be required to incur any out-of-pocket expenses in connection with a Securitization of Note ▇-▇, ▇▇▇▇ ▇-▇ or either Note A-3 or any portion thereof and (ii) the Junior Noteholder 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 Junior Note.Note B.

Cooperation in Securitization. (a) At Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Note A-1 Holder, Holder or the Note A-2 Holder, the Note A-3-1 B Holder or the Note A-3-2 Holder, the Junior Noteholder shall use reasonable efforts, at the Note A-1 Holder’s, the ’s or Note A-2 Holder’s, the Note A-3-1 Holder’s or the Note A-3-2 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to reasonably cooperate with the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such initial the Securitization the Junior Noteholder Note B Holder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Junior Noteholder Note B Holder or (ii) materially increase the Junior NoteholderNote B Holder’s obligations or materially decrease the Junior NoteholderNote B Holder’s rights, remedies or protections. In connection with the Securitization, the Junior Noteholder Note B Holder agrees to provide the identity of the Note B Holder and the Junior Operating Advisor for inclusion in any disclosure document relating to the related Securitization such information concerning the Junior Noteholder and the Junior Note as the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 A-2 Holder reasonably determine to be necessary or appropriate, and the Junior Noteholder . The Note B Holder covenants and agrees that (at the Note A-1 Holder’s or Note A-2 Holder’s expense, as applicable) it shall reasonably use reasonable efforts to cooperate with the reasonable requests of each Rating Agency and the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1- Holder and the Note A-3-2 Holder in connection with any the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the Junior Note in any Securitization document. The Junior Noteholder Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Junior NoteholderNote B Holder. (b) Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder and the Note A-3-2 Holder The Senior Noteholders may, at its electionelection (and, in the case of the Securitization Servicing Agreement, shall) deliver to the Junior Noteholder Note B Holder drafts of the preliminary and final Securitization offering memorandummemoranda, prospectus supplementprospectus, free writing preliminary prospectus and any other disclosure documents and the Securitization Servicing Agreement at simultaneously with distributions of any such time as documents to the Junior Noteholder deems necessary or appropriate in connection with the Securitization general working group of the related Note ▇-▇, ▇▇▇▇ ▇-▇, Note A-3-1 or Note A-3-2Securitization. The Junior Noteholder Note B Holder may, at its election, review and comment thereon insofar as it relates to the Junior Note B, the Note B Holder, and/or the Junior Noteholderthis Agreement, and, if the Junior Noteholder Note B Holder elects to review and comment, the Junior Noteholder Note B Holder shall review and comment thereon as soon as possible (but in no event later than five (5i) Business Days of its receipt thereof, or six (6) Business Days after receipt in the case of the first draft thereof, three (3) Business Days after receipt thereof delivered and (ii) in the case of each subsequent draft thereof, the deadline provided to the Junior Noteholdergeneral working group of the related Securitization for review and comment), and if the Junior Noteholder Note B Holder fails to respond within such time, the Junior Noteholder shall be deemed to have elected to not comment thereon, provided that if the Junior Noteholder 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 Junior Noteholder fails to respond by such time, the Junior Noteholder Note B Holder shall be deemed to have elected to not comment thereon. In the event of any disagreement between the Junior Noteholder Note B Holder with respect to the preliminary and final offering memorandummemoranda, prospectus supplement, free writing prospectus or any other disclosure documents the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3-1 Holder’s and the Note A-3-2 HolderSenior Noteholder’s determination shall control. The Junior Noteholder 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 or the Junior Noteitself. (c) Notwithstanding anything herein to the contrary, the Note A-1 Holder, the Note A-2 Holder and each Note A-3 Holder Senior Noteholders acknowledge and agree that (i) the Junior Noteholder Note B Holder shall not be required to incur any out-of-pocket expenses in connection with a Securitization of a Senior Note ▇-▇, ▇▇▇▇ ▇-▇ or either Note A-3 or any portion thereof and (ii) the Junior Noteholder 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; provided that the Note B Holder acknowledges that the identity of the Note B Holder and the Junior NoteOperating Advisor is not considered confidential or proprietary information.