Securitization Cooperation Clause Samples

Securitization Cooperation. Provider acknowledges that Bank may from time to time (i) enter into one or more financing transactions or securities offerings that are payable from or secured, directly or indirectly, by all or a portion of the receivables or mortgage loans arising from Bank’s Programs, (ii) sell or otherwise transfer of all or a portion of the receivables or mortgage loans arising from Bank’s Programs or (iii) enter into other securitization, secured loan, financing or similar transaction involving all or a portion of the receivables or mortgage loans arising from Bank’s Programs (any of the foregoing transactions, a “Securitization”). Provider agrees to take such actions to assist Bank in connection with any Securitization of such receivables or mortgage loans as Bank may reasonably request, including the preparation of any servicer statements, reports to security holders or other reports as may be required to be delivered by Bank pursuant to any servicing agreement entered into by Bank in connection with a

Securitization Cooperation. (a) Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with the Securitization and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act or the Exchange Act, or provided or made available to investors or prospective investors in the Securities, the Approved Rating Agencies, and service providers relating to the Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with the holder of the Note in providing current information necessary to keep the Disclosure Document accurate and complete in all material respects to the extent such information is in Borrower’s possession or control. (b) Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.

Securitization Cooperation. 21.%2.%3.%4. Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with the Securitization and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to the Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with the holder of the Note in updating the Disclosure Document by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects.

Securitization Cooperation. (a) Each Noteholder acknowledges that each Securitization-Eligible Noteholder may elect, in its sole discretion, to include its Securitization-Eligible Note in a Securitization; provided, however, that none of the Note A-7-A Holder, the Note A-7-B Holder, the Note A-8-1 Holder, the Note A-8-2-A, the Note A-8-2-B Holder and the Note A-8-3 Holder may include all or a portion of Note A-7-A, Note A-7-B, Note A-8-1, Note A-8-2 or Note A-8-3, as the case may be, in a Securitization at any time before Note A-3, Note A-4-1, Note A-4-2, Note A-4-3, Note A-5-1 and Note A-5-2 have been fully Securitized, unless the Initial Note A-3 Holder, Initial Note A-4-1, Initial Note A-4-2 Holder, Initial Note A-4-3 Holder, Initial Note A-5-1 Holder and Initial Note A-5-2 Holder (unless Note A-3, Note A-4-1, Note A-4-2, Note A-4-3, Note A-5-1 or Note A-5-2, respectively, has been Securitized in full) consents thereto in its sole discretion; provided, further, that in no event shall any such consent shall be required for (a) the inclusion of all or a portion of Note A-6, Note A-7-A and/or Note A-7-B in the BANK5 2023-5YR2 commercial mortgage-backed securitization transaction, (b) the inclusion of all or a portion of Note A-8-1 in the Benchmark 2023-B39 commercial mortgage-backed securitization transaction or (c) the inclusion of all or a portion of Note A-8-2-A in the Benchmark 2023-V3 commercial mortgage-backed securitization transaction. In no event may any Securitization-Ineligible Noteholder transfer its Securitization-Ineligible Note to a Securitization. (b) In connection with a Securitization of any Securitization-Eligible Note, each other Noteholder shall, at such requesting Noteholder’s expense, negotiate in good faith with respect to amendments to this Agreement as may reasonably requested by one or more the applicable rating agencies and servicers for the related Securitization and use commercially reasonable efforts to satisfy, and to cooperate with such requesting Noteholder in attempting to cause the Mortgagor to satisfy, the market standards to which the requesting Noteholder customarily adheres or 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 Loan Documents and to cooperate with the requesting Noteholder in attempting to cause the Mortgagor to execute such modifications to the Loan Documents, i...

Securitization Cooperation. While an Event of Default exists, upon reasonable request of the Administrative Agent in connection with a proposed securitization pursuant to which the Administrative Agent would arrange for an issuance of asset-backed securities secured by all or any portion of the Collateral, the Borrower shall, or shall cause the Servicer and the Seller to, promptly provide the Administrative Agent with all information, reports, and documentation reasonably requested by the Administrative Agent, any rating agency or any arranger with respect to the Purchased Receivables, the Borrower, the Seller, the Servicer and other matters that could affect the securitization and that are customary in a securitization of consumer loans originated through the LendingClub platform or otherwise involving Seller; provided that the Administrative Agent shall get customary confidentiality agreements from underwriters and other third parties with respect to any such information that is confidential, including, without limitation, an agreement or requirement to comply with all applicable Requirements of Law with respect to any use and disclosure of Obligor Information.

Securitization Cooperation. In addition to the foregoing, if a Certificate Holder desires to assign or transfer any part of its Certificate to a special purpose vehicle (“SPV”), as part of an overall transaction pursuant to which the SPV issues notes, other evidences of indebtedness, trust certificates or other beneficial interests in the SPV to investors to fund its purchase of such Certificate (a “Securitization”), the Borrower agrees to cooperate reasonably with any such Securitization.

Securitization Cooperation. (a) With respect to each Securitization Transaction, as the case may be, entered into by the Purchaser after the Closing Date, the Seller Parties agree: (i) to allow the Purchaser to include the information set forth on Annex I in any prospectus, offering memorandum, other disclosure document or rating agency presentation prepared in connection with any Securitization Transaction, including with regard to any registered public offering under the Securities Act of 1933, as such information shall be supplemented by Purchaser in such manner as the Purchaser reasonably believes is necessary or prudent in order to meet the requirement of Regulation AB or any other provision of the Securities Act; provided that the Purchaser shall provide the Seller any such supplemental information five Business Days prior to its anticipated use and will not use any such supplemental information without first obtaining the Seller Parties’ written consent thereto, which request for consent will be promptly considered and which consent will not be unreasonably withheld; provided, further, that the Purchaser shall not disclose in any prospectus, offering memorandum, other disclosure or rating agency presentation (i) any information in Annex I other than the first two paragraphs under the heading “Overview” after the fifth anniversary of the Execution Date or (ii) any information set forth on Annex I that related to a calendar year more than five years prior to the date of disclosure; (ii) for the six months immediately after the Closing Date, if so requested by the Purchaser, to confirm to the Purchaser, within five Business Days of such request, by delivery of an Officer’s Certificate signed by SOANB and SOAI that Annex I (as most recently updated) is true and correct and does not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) for the six months immediately after the Closing Date, to make commercially reasonable efforts, in light of the Seller Parties’ resources at such time, (i) to provide the Purchaser with information regarding the Accounts, the origination thereof and the servicing thereof prior to the Closing Date and the subservicing thereof after the Closing Date, if such information is reasonably necessary to enable the Purchaser to respond to requests by Interested Parties or to update Annex I, and (ii) to allow Interested Parties ...

Securitization Cooperation. Borrower understands that certain of the Provided Information may be included in disclosure documents in connection with the Securitization, including, without limitation, a prospectus supplement, private placement memorandum, offering circular or other offering document (each a “Disclosure Document”) and may also be included in filings (an “Exchange Act Filing”) with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to Investors or prospective Investors in the Securities, the Rating Agencies, and service providers relating to the Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with the holder of the Note in updating the Disclosure Document by providing all current information in Borrower’s possession or which Borrower has a right to obtain under the Operating Lease from the Operating Tenant necessary to keep the Disclosure Document accurate and complete in all material respects.

Securitization Cooperation. Provider acknowledges that Bank may from time to time (i) enter into one or more financing transactions or securities offerings that are payable from or secured, directly or indirectly, by all or a portion of the receivables or mortgage loans arising from Bank’s Programs, (ii) sell or otherwise transfer of all or a portion of the receivables or mortgage loans arising from Bank’s Programs or (iii) enter into other securitization, secured loan, financing or similar transaction involving all or a portion of the receivables or mortgage loans arising from Bank’s Programs (any of the foregoing transactions, a “Securitization”). Provider agrees to take such actions to assist Bank in connection with any Securitization of the such receivables or mortgage loans as Bank may reasonably request, including the preparation of any servicer statements, reports to security holders or other reports as may be required to be delivered by Bank pursuant to any servicing agreement entered into by Bank in connection with a Securitization. Without limiting the generality of the foregoing, Provider shall promptly furnish to Bank or any of its affiliates participating in a Securitization of such receivables or mortgage loans, from time to time, any and all reports, certifications, records, attestations and any other information necessary in the good faith determination of Bank, to permit Bank or any of its affiliates participating in a Securitization to comply with the provisions of Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including without limitation, such reports, assessments and attestations as may be required to be delivered in accordance with Rules 13a-18 and 15d-18 of the Exchange Act and Items 1122 and 1123 of Regulation AB.