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.

Appears in 377 contracts

Samples: Agreement Between Note Holders (Benchmark 2024-V8 Mortgage Trust), Agreement Between Note Holders (Benchmark 2024-V8 Mortgage Trust), Agreement Between Note Holders (BMO 2024-C9 Mortgage Trust)

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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.

Appears in 177 contracts

Samples: Agreement Between Note Holders (BMO 2024-C9 Mortgage Trust), Agreement Between Note Holders (BBCMS Mortgage Trust 2024-C26), Agreement Between Note Holders (BANK5 Trust 2024-5yr6)

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.

Appears in 172 contracts

Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2024-5c1), Agreement Between Note Holders (Bank5 2023-5yr3), Agreement Between Note Holders (BMO 2023-C6 Mortgage Trust)

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. 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.

Appears in 88 contracts

Samples: Co Lender Agreement (Bank 2024-Bnk47), Co Lender Agreement (BBCMS Mortgage Trust 2024-C26), Co Lender Agreement (BMO 2024-C8 Mortgage Trust)

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.

Appears in 83 contracts

Samples: Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor4), Co Lender Agreement (Benchmark 2019-B9 Mortgage Trust), Co Lender Agreement (Benchmark 2019-B9 Mortgage Trust)

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.

Appears in 73 contracts

Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2024-5c1), Co Lender Agreement (BMO 2024-C9 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2024-C26)

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.

Appears in 71 contracts

Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2023-C21), Agreement Between Note Holders (BBCMS Mortgage Trust 2023-C21), Agreement Between Note Holders (BBCMS Mortgage Trust 2023-C21)

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).

Appears in 71 contracts

Samples: Agreement Between Note Holders (Bank 2024-Bnk47), Agreement Between Note Holders (Bank 2024-Bnk47), Agreement Between Note Holders (Bank5 2024-5yr7)

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.

Appears in 64 contracts

Samples: Co Lender Agreement (Benchmark 2020-B22 Mortgage Trust), Co Lender Agreement (Benchmark 2020-B21 Mortgage Trust), Co Lender Agreement (Benchmark 2020-B20 Mortgage Trust)

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 by, or on behalf of, by 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 other Noteholder pursuant 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 documentsthis Section 40.

Appears in 63 contracts

Samples: Agreement (3650R 2021-Pf1 Commercial Mortgage Trust), Intercreditor Agreement (Benchmark 2021-B27 Mortgage Trust), Intercreditor Agreement (Benchmark 2021-B26 Mortgage Trust)

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.

Appears in 62 contracts

Samples: Co Lender Agreement (Bank 2021-Bnk37), Co Lender Agreement (3650R 2021-Pf1 Commercial Mortgage Trust), Co Lender Agreement (Morgan Stanley Capital I Trust 2021-L7)

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.

Appears in 62 contracts

Samples: Co Lender Agreement (BBCMS Mortgage Trust 2024-5c25), Co Lender Agreement (BMO 2024-5c3 Mortgage Trust), Co Lender Agreement (BMO 2024-5c3 Mortgage Trust)

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. 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.

Appears in 46 contracts

Samples: Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor5), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor5), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor5)

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.

Appears in 39 contracts

Samples: Co Lender Agreement (BMO 2024-5c3 Mortgage Trust), Co Lender Agreement (Benchmark 2023-B40 Mortgage Trust), Co Lender Agreement (BMO 2023-C7 Mortgage Trust)

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.

Appears in 33 contracts

Samples: Co Lender Agreement (BMO 2023-C5 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2023-C19), Co Lender Agreement (Bank5 2023-5yr1)

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. 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.

Appears in 32 contracts

Samples: Agreement Between Noteholders (BBCMS Mortgage Trust 2020-C7), Agreement Between Noteholders (BBCMS Mortgage Trust 2019-C5), Agreement Between Noteholders (BBCMS Mortgage Trust 2019-C5)

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.

Appears in 31 contracts

Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2022-C15), Agreement Between Note Holders (BBCMS Mortgage Trust 2022-C14), Agreement Between Note Holders (BBCMS Mortgage Trust 2021-C12)

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.

Appears in 28 contracts

Samples: Co Lender Agreement (CD 2017-Cd4 Mortgage Trust), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P7), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P7)

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 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 documentssecuritizing Noteholders.

Appears in 26 contracts

Samples: Agreement Among Noteholders (Wells Fargo Commercial Mortgage Trust 2020-C57), Agreement Among Noteholders (UBS Commercial Mortgage Trust 2019-C18), Agreement Among Noteholders (BBCMS Mortgage Trust 2019-C3)

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.

Appears in 26 contracts

Samples: Co Lender Agreement (Bank5 2023-5yr4), Co Lender Agreement (Bank 2023-Bnk46), Co Lender Agreement (Benchmark 2023-V3 Mortgage Trust)

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.

Appears in 25 contracts

Samples: Co Lender Agreement (BMO 2024-C9 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2024-5c27), Co Lender Agreement (BBCMS Mortgage Trust 2024-C26)

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.

Appears in 24 contracts

Samples: Agreement Between Note Holders (Bank 2019-Bnk16), Agreement Between Note Holders (Bank 2018-Bnk15), Agreement Between Note Holders (Morgan Stanley Capital I Trust 2018-L1)

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.

Appears in 24 contracts

Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2019-Gc43), Co Lender Agreement (Benchmark 2019-B13 Mortgage Trust), Co Lender Agreement (GS Mortgage Securities Trust 2019-Gc40)

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 by, or on behalf of, by 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 other Noteholder pursuant 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 documentsthis Section 40.

Appears in 22 contracts

Samples: Lender Agreement (BBCMS Mortgage Trust 2022-C15), Co Lender Agreement (BBCMS Mortgage Trust 2022-C15), Co Lender Agreement (Morgan Stanley Capital I Trust 2022-L8)

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.

Appears in 17 contracts

Samples: Agreement Between Note Holders (UBS Commercial Mortgage Trust 2018-C8), Agreement Between Note Holders (BENCHMARK 2018-B2 Mortgage Trust), Agreement Between Note Holders (BENCHMARK 2018-B2 Mortgage Trust)

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. 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.

Appears in 17 contracts

Samples: Agreement (GS Mortgage Securities Trust 2020-Gsa2), Agreement (JPMDB Commercial Mortgage Securities Trust 2019-Cor6), Agreement Between Noteholders (Benchmark 2019-B14 Mortgage Trust)

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.

Appears in 17 contracts

Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2020-C56), Agreement Between Note Holders (CSAIL 2020-C19 Commercial Mortgage Trust), Agreement Between Note Holders (CSAIL 2019-C18 Commercial Mortgage Trust)

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.

Appears in 16 contracts

Samples: Co Lender Agreement (Benchmark 2018-B1 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C7), Co Lender Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34)

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.

Appears in 14 contracts

Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2019-C51), Agreement Between Note Holders (BBCMS Mortgage Trust 2019-C3), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2019-C49)

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.

Appears in 14 contracts

Samples: Co Lender Agreement (Benchmark 2020-B19 Mortgage Trust), Co Lender Agreement (DBJPM 2020-C9 Mortgage Trust), Co Lender Agreement (Benchmark 2020-B18 Mortgage Trust)

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

Appears in 13 contracts

Samples: Co Lender Agreement (GS Mortgage Securities Trust 2018-Gs9), Agreement Between Note Holders (Citigroup Commercial Mortgage Trust 2018-B2), Agreement Between Note Holders (Bank 2018-Bnk10)

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.

Appears in 12 contracts

Samples: Agreement Between Note Holders (Morgan Stanley Capital I Trust 2020-Hr8), Agreement Between Note Holders (Benchmark 2020-B18 Mortgage Trust), Agreement Between Note Holders (Bank 2020-Bnk27)

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. 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 other Noteholder pursuant 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 documentsthis Section 24.

Appears in 12 contracts

Samples: Agreement Between Noteholders (Benchmark 2020-B20 Mortgage Trust), Agreement Between Noteholders (Benchmark 2020-B19 Mortgage Trust), Agreement Between Noteholders (Benchmark 2020-B18 Mortgage Trust)

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.

Appears in 12 contracts

Samples: Co Lender Agreement (BMO 2024-C8 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2024-C24), Co Lender Agreement (Benchmark 2023-B40 Mortgage Trust)

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 by, or on behalf of, by 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 other Noteholder pursuant 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 documentsthis Section 40.

Appears in 12 contracts

Samples: Agreement Between Noteholders (Benchmark 2021-B27 Mortgage Trust), Agreement Between Noteholders (Benchmark 2021-B26 Mortgage Trust), Agreement Between Noteholders (Bank 2021-Bnk33)

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.

Appears in 11 contracts

Samples: Agreement Between Note Holders (UBS Commercial Mortgage Trust 2018-C11), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2018-C9), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2018-C8)

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.

Appears in 11 contracts

Samples: Agreement Between Note Holders (CSAIL 2018-Cx11 Commercial Mortgage Trust), Agreement Between Note Holders (Bank 2018-Bnk10), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2018-C43)

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.

Appears in 11 contracts

Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C6), Co Lender Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust), Co Lender Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust)

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.

Appears in 10 contracts

Samples: Co Lender Agreement (BMO 2024-C9 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2024-5c27), Co Lender Agreement (Bank 2024-Bnk47)

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.

Appears in 10 contracts

Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2018-C8), Co Lender Agreement (Morgan Stanley Capital I Trust 2019-L2), Co Lender Agreement (BBCMS Mortgage Trust 2018-C2)

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.

Appears in 10 contracts

Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2020-C8), Agreement Between Note Holders (BBCMS Mortgage Trust 2020-C7), Agreement Between Note Holders (BBCMS Mortgage Trust 2019-C5)

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.

Appears in 10 contracts

Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P6), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-C36), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P5)

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.

Appears in 9 contracts

Samples: Co Lender Agreement (GS Mortgage Securities Trust 2019-Gc38), Co Lender Agreement (Benchmark 2019-B9 Mortgage Trust), Co Lender Agreement (Benchmark 2018-B7 Mortgage Trust)

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.

Appears in 9 contracts

Samples: Co Lender Agreement (BMO 2022-C2 Mortgage Trust), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2022-Gc48), Co Lender Agreement (BBCMS Mortgage Trust 2022-C15)

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. 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.

Appears in 9 contracts

Samples: Co Lender Agreement (GS Mortgage Securities Trust 2017-Gs6), Co Lender Agreement (GS Mortgage Securities Trust 2016-Gs4), Co Lender Agreement (GS Mortgage Securities Trust 2016-Gs3)

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 40 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 by, or on behalf of, by 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 other Noteholder pursuant 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 documentsthis Section 40.

Appears in 9 contracts

Samples: Agreement Between Noteholders (Citigroup Commercial Mortgage Trust 2019-C7), Agreement Between Noteholders (Benchmark 2019-B15 Mortgage Trust), Agreement (GS Mortgage Securities Trust 2019-Gc40)

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.

Appears in 8 contracts

Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C5), Co Lender Agreement (Bank 2017-Bnk8), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-C4)

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

Appears in 8 contracts

Samples: Lender Agreement (GS Mortgage Securities Trust 2019-Gc40), Lender Agreement (Benchmark 2019-B11 Mortgage Trust), Co Lender Agreement (GS Mortgage Securities Trust 2019-Gc39)

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 by, or on behalf of, by 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 other Noteholder pursuant 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 documentsthis Section 24.

Appears in 8 contracts

Samples: And Restated Agreement (Bank 2021-Bnk32), And Restated Agreement (Bank 2020-Bnk30), And Restated Agreement (CSAIL 2021-C20 Commercial Mortgage Trust)

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 by, or on behalf of, by 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 other Noteholder pursuant 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 documentsthis Section 38.

Appears in 8 contracts

Samples: Agreement Between Noteholders (Bank 2024-Bnk47), Agreement Between Noteholders (BBCMS Mortgage Trust 2024-C26), Agreement Between Noteholders (BMO 2024-C8 Mortgage Trust)

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.

Appears in 8 contracts

Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2020-C58), Agreement Between Note Holders (BBCMS Mortgage Trust 2020-C7), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2020-C55)

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.

Appears in 8 contracts

Samples: Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C4), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Lender Agreement (DBJPM 2016-C3 Mortgage Trust)

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.

Appears in 7 contracts

Samples: Co Lender Agreement (BBCMS Mortgage Trust 2024-5c25), Lender Agreement (BMO 2024-5c3 Mortgage Trust), Co Lender Agreement (Benchmark 2024-V5 Mortgage Trust)

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.

Appears in 7 contracts

Samples: Agreement Between Note Holders (CSAIL 2019-C16 Commercial Mortgage Trust), Agreement Between Note Holders (BBCMS Mortgage Trust 2019-C3), Agreement Between Note Holders (BBCMS Mortgage Trust 2019-C3)

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 -38- 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.

Appears in 7 contracts

Samples: Agreement Between Note Holders (Morgan Stanley Capital I Trust 2020-L4), Agreement Between Note Holders (Bank 2020-Bnk25), Agreement Between Note Holders (Bank 2019-Bnk24)

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.

Appears in 7 contracts

Samples: Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2015-Jp1), Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2015-Jp1), Lender Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C33)

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.

Appears in 7 contracts

Samples: Agreement Between Note Holders (BMO 2023-5c2 Mortgage Trust), Agreement Between Note Holders (BMO 2023-5c1 Mortgage Trust), Agreement Between Note Holders (BBCMS 2023-C20)

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder 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 related Securitizing Note Holdersecuritizing Noteholder, each related Nonnon-Securitizing Note Holder securitizing Noteholder shall use commercially 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 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 the 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 the Securitization, each related Nonnon-Securitizing Note Holder shall securitizing Noteholder shall, at the sole cost and expense of the securitizing Noteholder, to 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 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) securitizing 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 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 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 documentssecuritizing Noteholders.

Appears in 6 contracts

Samples: Agreement Between Noteholders (CSAIL 2019-C18 Commercial Mortgage Trust), Agreement Between Noteholders (BBCMS Mortgage Trust 2019-C5), Agreement Between Noteholders (CSAIL 2019-C16 Commercial Mortgage Trust)

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.

Appears in 6 contracts

Samples: Agreement Between Note Holders (CSAIL 2019-C15 Commercial Mortgage Trust), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2018-C15), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2018-C14)

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 XXXXX-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 XXXXX-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).

Appears in 6 contracts

Samples: Co Lender Agreement (Benchmark 2022-B34 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2022-C15), Co Lender Agreement (Morgan Stanley Capital I Trust 2022-L8)

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.

Appears in 6 contracts

Samples: Co Lender Agreement (DBJPM 2017-C6 Mortgage Trust), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp6), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C4)

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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. 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.

Appears in 6 contracts

Samples: Co Lender Agreement (BBCMS Mortgage Trust 2019-C4), Co Lender Agreement (Benchmark 2019-B12 Mortgage Trust), Co Lender Agreement (CSAIL 2019-C16 Commercial Mortgage Trust)

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.

Appears in 6 contracts

Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P4)

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 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.

Appears in 6 contracts

Samples: Agreement Between Noteholders (Benchmark 2018-B1 Mortgage Trust), Agreement Between Noteholders (JPMDB Commercial Mortgage Securities Trust 2017-C7), Agreement Between Noteholders (JPMCC Commercial Mortgage Securities Trust 2017-Jp7)

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder Senior Noteholder may elect, in its sole discretion, to include its Senior 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 toor otherwise materially and adversely affect, 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 Note B 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. 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.

Appears in 6 contracts

Samples: Amended and Restated Agreement (3650R 2022-Pf2 Commercial Mortgage Trust), Agreement Between Noteholders (Benchmark 2023-V2 Mortgage Trust), Agreement Between Noteholders (3650R 2022-Pf2 Commercial Mortgage Trust)

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 the related Securitizing Note Holderapplicable Senior Noteholder, each related Non-Securitizing Note Holder the Junior Noteholders shall use reasonable efforts, at such Securitizing Note Holderthe applicable Senior 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 the Senior Noteholder customarily adheres adhere 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 applicable 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, however, that no Non-Securitizing Note Holder either in connection with the Securitization or otherwise at any time prior to the Securitization, the Junior Noteholders 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 the Junior Noteholders or (ii) materially increase such Non-Securitizing Note Holder’s the Junior Noteholders’ obligations or materially decrease such Non-Securitizing Note Holder’s the Junior Noteholders’ rights, remedies or protections. In connection with any the Securitization, each related Non-Securitizing Note Holder shall the Junior Noteholder agrees to provide for inclusion in any disclosure document relating to such the related Securitization such information concerning such Non-Securitizing Note Holder the Junior Noteholders and its Note the other Notes as the related Securitizing Note Holder applicable Senior Noteholder reasonably determines determine to be necessary or appropriate, . The Junior Noteholders covenant and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, agree that they 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) applicable 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 it and its Note the other Notes in any Securitization document, all at the cost and expense of the applicable Senior Noteholder. Each Note Holder acknowledges The Junior Noteholders acknowledge 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 Senior Noteholder may be incorporated into the offering documents for such a Securitization. Each Securitizing Note Holder The Senior Noteholder 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 documentsJunior Noteholders.

Appears in 6 contracts

Samples: Agreement (JPMDB Commercial Mortgage Securities Trust 2018-C8), Agreement (Bank 2018-Bnk11), Agreement (Benchmark 2018-B3 Commercial Mortgage Trust)

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 HolderXxxxxx’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.

Appears in 5 contracts

Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2023-C21), Agreement Between Note Holders (3650R 2022-Pf2 Commercial Mortgage Trust), Agreement Between Note Holders (3650R 2022-Pf2 Commercial Mortgage Trust)

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

Appears in 5 contracts

Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2017-Rc1), Agreement Between Note Holders (CSAIL 2016-C7 Commercial Mortgage Trust), Amended and Restated Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2016-Nxs6)

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 XXXXX-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 XXXXX-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).

Appears in 5 contracts

Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2024-C24), Agreement Between Note Holders (BMO 2023-C7 Mortgage Trust), Agreement Between Note Holders (BMO 2023-5c1 Mortgage Trust)

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 by, or on behalf of, by 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 other Noteholder pursuant 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 documentsthis Section 40.

Appears in 5 contracts

Samples: Agreement Between Noteholders (DBGS 2018-C1 Mortgage Trust), Agreement Between Noteholders (Morgan Stanley Capital I Trust 2018-L1), Agreement (Benchmark 2018-B4 Mortgage Trust)

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.

Appears in 5 contracts

Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2024-5c1), Co Lender Agreement (Benchmark 2024-V8 Mortgage Trust), Co Lender Agreement (Benchmark 2024-V8 Mortgage Trust)

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 40 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.

Appears in 5 contracts

Samples: Co Lender Agreement (Benchmark 2023-V3 Mortgage Trust), Co Lender Agreement (Benchmark 2023-B39 Mortgage Trust), Co Lender Agreement (Benchmark 2023-V2 Mortgage Trust)

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 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 respective 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 such Non-Securitizing Lead Securitization Note Holder. The Securitizing Lead Securitization Note Holder shall will reasonably cooperate with each such 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 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 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 XXXXX-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 XXXXX-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).

Appears in 5 contracts

Samples: Co Lender Agreement (Benchmark 2023-B39 Mortgage Trust), Co Lender Agreement (Benchmark 2023-B38 Mortgage Trust), Co Lender Agreement (Bank 2022-Bnk44)

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 Note Holder A requesting Senior Noteholder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, by 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 other Noteholder pursuant 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 documentsthis Section 24.

Appears in 5 contracts

Samples: Agreement Between Noteholders (Bank5 2024-5yr7), Agreement Between Noteholders (Bank 2021-Bnk36), Agreement Between Noteholders (Bank 2021-Bnk31)

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. 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.

Appears in 5 contracts

Samples: Agreement Between Noteholders (BBCMS Mortgage Trust 2022-C15), Agreement Between Noteholders (BMO 2022-C1 Mortgage Trust), Agreement Between Noteholders (BMO 2022-C2 Mortgage Trust)

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 XXXXX-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 XXXXX-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).

Appears in 5 contracts

Samples: Co Lender Agreement (BBCMS Mortgage Trust 2023-C21), Co Lender Agreement (Bank 2023-Bnk46), Co Lender Agreement (Benchmark 2023-B39 Mortgage Trust)

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.as

Appears in 5 contracts

Samples: Agreement Between Note Holders (Morgan Stanley Capital I Trust 2018-L1), Agreement Between Note Holders (Bank 2018-Bnk13), Agreement Between Note Holders (Morgan Stanley Capital I Trust 2018-H3)

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.and

Appears in 5 contracts

Samples: Agreement Between Note Holders (CFCRE 2017-C8 Mortgage Trust), Agreement Between Note Holders (Morgan Stanley Capital I Trust 2016-Ubs12), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2016-Nxs6)

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 by, or on behalf of, by 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 other Noteholder pursuant 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 documentsthis Section 40.

Appears in 5 contracts

Samples: Agreement Between Noteholders (Wells Fargo Commercial Mortgage Trust 2018-C48), Agreement (BBCMS Mortgage Trust 2018-C2), Agreement Between Noteholders (Wells Fargo Commercial Mortgage Trust 2018-C46)

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder 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 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 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 the 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 the Securitization, each related Nonnon-Securitizing Note Holder shall securitizing Noteholder shall, at the sole cost and expense of the securitizing Noteholder, to 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 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) securitizing 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 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 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 documentssecuritizing Noteholders.

Appears in 5 contracts

Samples: Agreement Between Noteholders (Bank of America Merrill Lynch Commercial Mortgage Trust 2017-Bnk3), Agreement Between Noteholders (Wells Fargo Commercial Mortgage Trust 2016-C37), Agreement Between Noteholders (Citigroup Commercial Mortgage Trust 2016-P6)

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 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.

Appears in 5 contracts

Samples: Co Lender Agreement (GS Mortgage Securities Trust 2017-Gs5), Co Lender Agreement (GS Mortgage Securities Trust 2016-Gs4), Co Lender Agreement (GS Mortgage Securities Trust 2016-Gs4)

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-A, 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-A, 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 or Note X-X Xxxxxx and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, by 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 other Noteholder pursuant 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 documentsthis Section 42.

Appears in 5 contracts

Samples: Agreement Between Noteholders (FIVE 2023-V1 Mortgage Trust), Agreement Between Noteholders (BMO 2023-C4 Mortgage Trust), Agreement Between Noteholders (BBCMS Mortgage Trust 2022-C18)

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 the related Securitizing Note A-1 Holder, each related Non-Securitizing the Note A-2 Holder or the Note B Holder, the Note C Holder shall use reasonable efforts, at such Securitizing the Note A-1 Holder’s or Note A-2 Holder’s expense, to satisfy, and to cooperate with such Securitizing the Note A-1 Holder, Note A-2 Holder and Note B Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the Note A-1 Holder, Note A-2 Holder and Note B Holder customarily adheres adhere 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 Note A-1 Holder, Note A-2 Holder and Note B 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 Securitization or otherwise at any time prior to the Securitization the Note C 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 the Note C Holder or (ii) materially increase such Non-Securitizing the Note C Holder’s obligations or materially decrease such Non-Securitizing the Note C Holder’s rights, remedies or protections. In connection with any the Securitization, each related Non-Securitizing the Note C Holder shall agrees to provide for inclusion in any disclosure document relating to such the related Securitization such information concerning such Non-Securitizing the Note C Holder and its Note the other Notes as the related Securitizing Note A-1 Holder, the Note A-2 Holder and the Note B Holder reasonably determines determine to be necessary or appropriate, . The Note C Holder covenants and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, agrees that it shall use reasonable efforts to cooperate with the reasonable requests of each Rating Agency and such Securitizing the Note A-1 Holder, Note A-2 Holder and Note B 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, all at the cost and expense of the Note A-1 Holder, the Note A-2 Holder and the Note B Holder, as applicable. Each The Note C 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 A-1 Holder, Note A-2 Holder and Note B Holder may be incorporated into the offering documents for such a Securitization. Each Securitizing The Note A-1 Holder, Note A-2 Holder and Note B Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing the Note C 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.

Appears in 4 contracts

Samples: Agreement Between Noteholders (GS Mortgage Securities Trust 2017-Gs5), Agreement Between Noteholders (GS Mortgage Securities Trust 2016-Gs4), Agreement (GS Mortgage Securities Trust 2016-Gs4)

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-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.

Appears in 4 contracts

Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2018-C48), Agreement Between Note Holders (Bank 2018-Bnk15), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2018-C47)

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, 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, 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 by, or on behalf of, by 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 other Noteholder pursuant 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 documentsthis Section 40.

Appears in 4 contracts

Samples: Agreement (Benchmark 2019-B12 Mortgage Trust), Agreement Between Noteholders (DBGS 2018-C1 Mortgage Trust), Agreement (COMM 2018-Cor3 Mortgage Trust)

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 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.

Appears in 4 contracts

Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P3), Co Lender Agreement (JPMBB Commercial Mortgage Securities Trust 2016-C1)

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 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.

Appears in 4 contracts

Samples: Co Lender Agreement (Benchmark 2020-B17 Mortgage Trust), Co Lender Agreement (Benchmark 2020-B16 Mortgage Trust), Co Lender Agreement (Benchmark 2018-B5 Mortgage Trust)

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 50 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.

Appears in 4 contracts

Samples: Agreement Among Note Holders (BBCMS Mortgage Trust 2023-C19), Agreement Among Note Holders (FIVE 2023-V1 Mortgage Trust), Agreement Among Note Holders (Bank5 2023-5yr1)

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 the related Securitizing Note Holderany other Noteholder, each related Non-Securitizing Note Holder other Noteholder shall use reasonable efforts, at such Securitizing Note Holderother Noteholder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder 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 other 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 payments topayments, such Non-Securitizing Note Holder Noteholder or (ii) materially increase such Non-Securitizing Note HolderNoteholder’s obligations or materially decrease such Non-Securitizing Note HolderNoteholder’s rights, remedies or protections. In connection with any the Securitization, 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 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 appropriate, satisfy its disclosure obligations in connection with its Securitization. Each Noteholder covenants and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, agrees that 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) requesting 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 it and its Note the other Notes in any Securitization document, all at the cost and expense of such 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 Note Holder A requesting Noteholder 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 other Noteholder pursuant 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 documentsthis Section 40.

Appears in 4 contracts

Samples: Agreement Between Noteholders (Benchmark 2023-B39 Mortgage Trust), Agreement Between Noteholders (BMO 2023-C5 Mortgage Trust), Agreement Between Noteholders (MSWF Commercial Mortgage Trust 2023-1)

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 securitizing Note Holder, each related Non-Securitizing other Note Holder shall use reasonable efforts, at such Securitizing the securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing the securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing the securitizing 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, 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 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, that no Non-Securitizing however, 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 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 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 the securitizing Note Holder in connection with such the 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 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 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 Note Holder may be incorporated into the offering documents for such the Lead Securitization. Each Securitizing The Lead 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 Note Holder shall will reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Lead 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 Note Holder shall deliver to each related a Non-Securitizing Lead 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.

Appears in 4 contracts

Samples: Co Lender Agreement (CSAIL 2018-C14 Commercial Mortgage Trust), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C12), Co Lender Agreement (CSAIL 2018-Cx12 Commercial Mortgage Trust)

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 41 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. 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.

Appears in 4 contracts

Samples: Agreement (BBCMS Mortgage Trust 2022-C15), Agreement (BMO 2022-C1 Mortgage Trust), Agreement Between Noteholders (BBCMS Mortgage Trust 2021-C12)

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.Note

Appears in 4 contracts

Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2018-C48), Agreement Between Note Holders (BBCMS Mortgage Trust 2018-C2), Agreement Between Note Holders (Citigroup Commercial Mortgage Trust 2018-C6)

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 the Note B 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. 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 other Noteholder pursuant 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 documentsthis Section 38.

Appears in 4 contracts

Samples: Agreement Between Noteholders (BMO 2022-C1 Mortgage Trust), Agreement Between Noteholders (BMO 2022-C3 Mortgage Trust), Agreement Between Noteholders (BMO 2022-C2 Mortgage Trust)

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 -45- 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.

Appears in 4 contracts

Samples: Agreement Between Note Holders (BMO 2024-5c4 Mortgage Trust), Agreement Between Note Holders (BANK5 Trust 2024-5yr6), Agreement Between Note Holders (BANK5 Trust 2024-5yr6)

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 Lead 42 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. 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.

Appears in 4 contracts

Samples: Co Lender Agreement (Bank5 2023-5yr3), Co Lender Agreement (Benchmark 2023-V3 Mortgage Trust), Co Lender Agreement (Benchmark 2023-B39 Mortgage Trust)

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.

Appears in 4 contracts

Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2019-C3), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2019-C16), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2017-Rb1)

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 sentenceany Note A-1-A or Note A-1-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 any Note A-1-A or Note A-1-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 and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, by 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 other Noteholder pursuant 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 documentsthis Section 40.

Appears in 4 contracts

Samples: Agreement Between Noteholders (Benchmark 2020-B19 Mortgage Trust), Agreement Between Noteholders (DBJPM 2020-C9 Mortgage Trust), Agreement Between Noteholders (Benchmark 2020-B18 Mortgage Trust)

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 45 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.

Appears in 3 contracts

Samples: Lender Agreement (Morgan Stanley Capital I Trust 2018-L1), Lender Agreement (CD 2018-Cd7 Mortgage Trust), Co Lender Agreement (Morgan Stanley Capital I Trust 2018-H3)

Cooperation in Securitization. (a) Each Note Holder Noteholder acknowledges that any Note Holder 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 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 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 the 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 the Securitization, each related Nonnon-Securitizing Note Holder shall securitizing Noteholder shall, at the sole cost and expense of the securitizing Noteholder, to 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 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) securitizing 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 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 Non-Securitizing the Note B 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.

Appears in 3 contracts

Samples: Agreement Between Noteholders (Citigroup Commercial Mortgage Trust 2017-P7), Agreement Between Noteholders (CSMC 2016-NXSR Commercial Mortgage Trust), Agreement Between Noteholders (Wells Fargo Commercial Mortgage Trust 2016-Nxs6)

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 cooperate, at the Securitizing Note Holder’s expense, 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 such 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.

Appears in 3 contracts

Samples: Agreement Between Note Holders (Bank 2017-Bnk4), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2017-Rb1), Agreement Between Note Holders (BBCMS Mortgage Trust 2017-C1)

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