Common use of Cooperation in Securitization Clause in Contracts

Cooperation in Securitization. (a) Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization of Note A-1-A, Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B or Note A-2-C, at the request of the related Noteholder, each other Noteholder shall use commercially reasonable efforts, at the requesting Noteholder’s expense, to satisfy, and to cooperate with the requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the requesting Noteholder customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the requesting Noteholder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization no 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 any payments to be made to, such Noteholder, (ii) increase such Noteholder’s obligations or decrease such Noteholder’s rights, remedies or protections hereunder or under any Mortgage Loan Document, or (iii) otherwise materially adversely affect the rights and interests of such Noteholder. In connection with any such Securitization of Note A-1-A, Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B or Note A-2-C, each other Noteholder agrees to provide for inclusion in any disclosure document relating to the related Securitization such customary non-confidential information concerning such Noteholder as the requesting Noteholder reasonably determines to be necessary to satisfy its disclosure obligations in connection with its Securitization. Each Noteholder covenants and agrees that if it is not the requesting Noteholder, it shall use commercially reasonable efforts to cooperate with the requests of each Rating Agency and the requesting Noteholder in connection with the preparation of any offering documents in connection with the Securitization, and to review and respond reasonably promptly with respect to any information relating to it in any Securitization document, all at the cost and expense of the requesting Noteholder. Each Noteholder acknowledges that the information provided by it to the requesting Noteholder pursuant to this Section 40 may be incorporated into the offering documents for a Securitization. A requesting Note A Holder and each Rating Agency shall be entitled to rely on the information supplied by each other Noteholder pursuant to this Section 40. (b) The Note A-1-A Holder, Note A-1-B Holder, Note A-1-C Holder, Note A-2-A Holder, Note A-2-B Holder or Note A-2-C Holder securitizing its Note may, at its election, deliver to each other Noteholder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and (in the case of the Lead Securitization) the Servicing Agreement simultaneously with distributions of any such documents to the general working group of the related Securitization. Each other Noteholder may, at its election, review and comment thereon insofar as it relates to such other Noteholder and/or its Note, and, if such other Noteholder elects to review and comment, such other Noteholder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two (2) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if such other Noteholder fails to respond within such time, such other Noteholder shall be deemed to have elected to not comment thereon (but no failure to comment shall constitute a waiver of such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). In the event of any disagreement between any such other Noteholder with respect to the preliminary and final offering memoranda, prospectus, free writing prospectus or any other disclosure documents the requesting Noteholder’s determination shall control (the parties acknowledging that no inaccuracy in such documents shall in any respect prejudice any such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). No such other Noteholder shall have any obligation or liability with respect to any such offering documents other than the accuracy of any comments it elects to make regarding itself. (c) Notwithstanding anything herein to the contrary, each of the Note A Holders acknowledges and agrees that (i) no other Noteholder shall be required to incur any out-of-pocket expenses in connection with their respective Securitizations of an A Note, and (ii) any such other Noteholder shall only be required to disclose such customary non-confidential information reasonably determined by the requesting Note A Holder to be necessary to satisfy its disclosure obligations in connection with its Securitization.

Cooperation in Securitization. (a) Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of Note A-1-A, Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B or Note A-2-Cthe preceding sentence, at the request of the related NoteholderNote A-1 Holder, each other Noteholder the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder, the Note B Holder shall use commercially reasonable efforts, at the requesting NoteholderNote A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s or Note A-5 Holder’s expense, to satisfy, and to cooperate with the requesting Noteholder Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the requesting Noteholder Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder customarily adheres adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the requesting Noteholder Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization no other Noteholder 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 any payments to be made tosuch payments, such Noteholder, the Note B Holder or (ii) increase such Noteholderthe Note B Holder’s obligations or decrease such Noteholderthe Note B Holder’s rights, remedies or protections hereunder or under any Mortgage Loan Document, or (iii) otherwise materially adversely affect the rights and interests of such Noteholderprotections. In connection with any such Securitization of the Securitization, the Note A-1-A, Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B or Note A-2-C, each other Noteholder Holder agrees to provide for inclusion in any disclosure document relating to the related Securitization such customary non-confidential information concerning such Noteholder the Note B Holder and the other Notes as the requesting Noteholder Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder reasonably determines determine to be necessary to satisfy its disclosure obligations in connection with its Securitizationor appropriate. Each Noteholder The Note B Holder covenants and agrees that if it is not the requesting Noteholder, it shall use commercially reasonable efforts to cooperate with the requests of each Rating Agency and the requesting Noteholder Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in connection with the Securitization, as well as in connection with all other matters and the preparation of any offering documents in connection with the Securitization, thereof and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document, all at the cost and expense of the requesting NoteholderNote A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, as applicable. Each Noteholder The Note B Holder acknowledges that the information provided by it to the requesting Noteholder pursuant to this Section 40 Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder may be incorporated into the offering documents for a Securitization. A requesting The Note A A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder and each Rating Agency shall be entitled to rely on the information supplied by each other Noteholder pursuant to this Section 40by, or on behalf of, the Note B Holder. (b) The Note A-1-A A-1 Holder, the Note A-1-B A-2 Holder, the Note A-1-C A-3 Holder, the Note A-2-A Holder, Note A-2-B A-4 Holder or the Note A-2-C A-5 Holder securitizing its Note may, at its election, deliver to each other Noteholder the Note B Holder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and (in the case of the Lead Securitization) the Servicing Agreement simultaneously with distributions of any such documents to the general working group of the related Securitization. Each other Noteholder The Note B Holder may, at its election, review and comment thereon insofar as it relates to such other Noteholder the Note B and/or its Notethe Note B Holder, and, if such other Noteholder the Note B Holder elects to review and comment, such other Noteholder the Note B Holder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two (2) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if such other Noteholder the Note B Holder fails to respond within such time, such other Noteholder the Note B Holder shall be deemed to have elected to not comment thereon (but no failure to comment shall constitute a waiver of such other Noteholder’s rights hereunder or under the Mortgage Loan Documents)thereon. In the event of any disagreement between any such other Noteholder the Note B Holder with respect to the preliminary and final offering memoranda, prospectusprospectus supplement, free writing prospectus or any other disclosure documents the requesting NoteholderNote A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s and Note A-5 Holder’s determination shall control (the parties acknowledging that control. Note B Holder has no inaccuracy in such documents shall in any respect prejudice any such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). No such other Noteholder obligation and shall have any obligation or no liability with respect to any such offering documents other than the accuracy of any comments it elects to make regarding itself. (c) Notwithstanding anything herein to the contrary, each of the Note A Holders acknowledges A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and agrees the Note A-5 Holder acknowledge and agree that (i) no other Noteholder the Note B Holder shall not be required to incur any out-of-pocket expenses in connection with their respective Securitizations a Securitization of an A NoteNote X-0, Xxxx X-0, Note A-3, Note A-4 or Note A-5 and (ii) any such other Noteholder the Note B Holder shall only not be required to disclose such customary non-confidential information reasonably determined by any of the requesting beneficial owners of the managed account on behalf of which it is holding the Note A Holder to be necessary to satisfy its disclosure obligations in connection with its Securitization.B.

Cooperation in Securitization. (a) Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of Note A-1-A, Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B or Note A-2-Cthe preceding sentence, at the request of the related NoteholderNote A-1 Holder or the Note A-2 Holder, each other Noteholder the Note B Holder shall use commercially reasonable efforts, at the requesting NoteholderNote A-1 Holder’s or Note A-2 Holder’s expense, to satisfy, and to cooperate with the requesting Noteholder Note A-1 Holder and Note A-2 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the requesting Noteholder Note A-1 Holder and Note A-2 Holder customarily adheres adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the requesting Noteholder Note A-1 Holder and Note A-2 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization no other Noteholder 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 any payments to be made tosuch payments, such Noteholder, the Note B Holder or (ii) materially increase such Noteholderthe Note B Holder’s obligations or materially decrease such Noteholderthe Note B Holder’s rights, remedies or protections hereunder or under any Mortgage Loan Document, or (iii) otherwise materially adversely affect the rights and interests of such Noteholderprotections. In connection with any such Securitization of the Securitization, the Note A-1-A, Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B or Note A-2-C, each other Noteholder Holder agrees to provide the identity of the Note B Holder and the Junior Operating Advisor for inclusion in any disclosure document relating to the related Securitization such customary non-confidential information concerning such Noteholder as the requesting Noteholder Note A-1 Holder and the Note A-2 Holder reasonably determines determine to be necessary to satisfy its disclosure obligations in connection with its Securitizationor appropriate. Each Noteholder The Note B Holder covenants and agrees that if it is not (at the requesting NoteholderNote A-1 Holder’s or Note A-2 Holder’s expense, as applicable) it shall use commercially reasonable efforts to cooperate with the requests of each Rating Agency and the requesting Noteholder Note A-1 Holder and Note A-2 Holder in connection with the Securitization, as well as in connection with all other matters and the preparation of any offering documents in connection with the Securitization, thereof and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document, all at the cost and expense of the requesting Noteholder. Each Noteholder The Note B Holder acknowledges that the information provided by it to the requesting Noteholder pursuant to this Section 40 Note A-1 Holder and Note A-2 Holder may be incorporated into the offering documents for a Securitization. A requesting The Note A A-1 Holder and Note A-2 Holder and each Rating Agency shall be entitled to rely on the information supplied by each other Noteholder pursuant to this Section 40by, or on behalf of, the Note B Holder. (b) The Note A-1-A Holder, A-1 Holder and Note A-1-B Holder, Note A-1-C Holder, Note A-2-A Holder, Note A-2-B A-2 Holder or Note A-2-C Holder securitizing its Note may, at its election, deliver to each other Noteholder the Note B Holder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and (in the case of the Lead Securitization) the Securitization Servicing Agreement simultaneously with distributions of any such documents to the general working group of the related Securitization. Each other Noteholder The Note B Holder may, at its election, review and comment thereon insofar as it relates to such other Noteholder the Note B and/or its Notethe Note B Holder, and, if such other Noteholder the Note B Holder elects to review and comment, such other Noteholder the Note B Holder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two three (23) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if such other Noteholder the Note B Holder fails to respond within such time, such other Noteholder the Note B Holder shall be deemed to have elected to not comment thereon (but no failure to comment shall constitute a waiver of such other Noteholder’s rights hereunder or under the Mortgage Loan Documents)thereon. In the event of any disagreement between any such other Noteholder the Note B Holder with respect to the preliminary and final offering memoranda, prospectusprospectus supplement, free writing prospectus or any other disclosure documents the requesting NoteholderNote A-1 Holder’s and Note A-2 Holder’s determination shall control (the parties acknowledging that control. Note B Holder has no inaccuracy in such documents shall in any respect prejudice any such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). No such other Noteholder obligation and shall have any obligation or no liability with respect to any such offering documents other than the accuracy of any comments it elects to make regarding itself. (c) Notwithstanding anything herein to the contrary, each of the Note A Holders acknowledges A-1 Holder and agrees the Note A-2 Holder acknowledge and agree that (i) no other Noteholder the Note B Holder shall not be required to incur any out-of-pocket expenses in connection with their respective Securitizations a Securitization of an A Note, Note A-1 or Note A-2 and (ii) any such other Noteholder the Note B Holder shall only not be required to disclose such customary non-any confidential or proprietary information reasonably determined by or any of the requesting beneficial owners of the managed account on behalf of which it is holding the Note A B; provided that the Note B Holder to be necessary to satisfy its disclosure obligations in connection with its Securitizationacknowledges that the identity of the Note B Holder and the Junior Operating Advisor is not considered confidential or proprietary information.

Cooperation in Securitization. (a) Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of Note A-1-A, Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B or Note A-2-Cthe preceding sentence, at the request of the related NoteholderNote A-1 Holder or the Note A-2 Holder, each other Noteholder the Note B Holder shall use commercially reasonable efforts, at the requesting NoteholderNote A-1 Holder’s or Note A-2 Holder’s expense, to satisfy, and to cooperate with the requesting Noteholder Note A-1 Holder and Note A-2 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the requesting Noteholder Note A-1 Holder and Note A-2 Holder customarily adheres adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the requesting Noteholder Note A-1 Holder and Note A-2 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization no other Noteholder 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 any payments to be made tosuch payments, such Noteholder, the Note B Holder or (ii) increase such Noteholderthe Note B Holder’s obligations or decrease such Noteholderthe Note B Holder’s rights, remedies or protections hereunder or under any Mortgage Loan Document, or (iii) otherwise materially adversely affect the rights and interests of such Noteholderprotections. In connection with any such Securitization of the Securitization, the Note A-1-A, Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B or Note A-2-C, each other Noteholder Holder agrees to provide the identity of the Note B Holder and the Junior Operating Advisor for inclusion in any disclosure document relating to the related Securitization such customary non-confidential information concerning such Noteholder as the requesting Noteholder Note A-1 Holder and the Note A-2 Holder reasonably determines determine to be necessary to satisfy its disclosure obligations in connection with its Securitizationor appropriate. Each Noteholder The Note B Holder covenants and agrees that if it is not (at the requesting NoteholderNote A-1 Holder’s or Note A-2 Holder’s expense, as applicable) it shall use commercially reasonable efforts to cooperate with the requests of each Rating Agency and the requesting Noteholder Note A-1 Holder and Note A-2 Holder in connection with the Securitization, as well as in connection with all other matters and the preparation of any offering documents in connection with the Securitization, thereof and to review and respond reasonably promptly with respect to any information relating to it in any Securitization document, all at the cost and expense of the requesting Noteholder. Each Noteholder The Note B Holder acknowledges that the information provided by it to the requesting Noteholder pursuant to this Section 40 Note A-1 Holder and Note A-2 Holder may be incorporated into the offering documents for a Securitization. A requesting The Note A A-1 Holder and Note A-2 Holder and each Rating Agency shall be entitled to rely on the information supplied by each other Noteholder pursuant to this Section 40by, or on behalf of, the Note B Holder. (b) The Note A-1-A Holder, Note A-1-B Holder, Note A-1-C Holder, Note A-2-A Holder, Note A-2-B Holder or Note A-2-C Holder securitizing its Note Senior Noteholders may, at its electionelection (and, in the case of the Securitization Servicing Agreement, shall) deliver to each other Noteholder the Note B Holder drafts of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents and (in the case of the Lead Securitization) the Securitization Servicing Agreement simultaneously with distributions of any such documents to the general working group of the related Securitization. Each other Noteholder The Note B Holder may, at its election, review and comment thereon insofar as it relates to such other Noteholder the Note B, the Note B Holder, and/or its Notethis Agreement, and, if such other Noteholder the Note B Holder elects to review and comment, such other Noteholder the Note B Holder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first draft thereof, two three (23) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if such other Noteholder the Note B Holder fails to respond within such time, such other Noteholder the Note B Holder shall be deemed to have elected to not comment thereon (but no failure to comment shall constitute a waiver of such other Noteholder’s rights hereunder or under the Mortgage Loan Documents)thereon. In the event of any disagreement between any such other Noteholder the Note B Holder with respect to the preliminary and final offering memoranda, prospectusprospectus supplement, free writing prospectus or any other disclosure documents the requesting Senior Noteholder’s determination shall control (the parties acknowledging that control. Note B Holder has no inaccuracy in such documents shall in any respect prejudice any such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). No such other Noteholder obligation and shall have any obligation or no liability with respect to any such offering documents other than the accuracy of any comments it elects to make regarding itself. (c) Notwithstanding anything herein to the contrary, each of the Note A Holders acknowledges Senior Noteholders acknowledge and agrees agree that (i) no other Noteholder the Note B Holder shall not be required to incur any out-of-pocket expenses in connection with their respective Securitizations a Securitization of an A Note, a Senior Note and (ii) any such other Noteholder the Note B Holder shall only not be required to disclose such customary non-any confidential or proprietary information reasonably determined by or any of the requesting beneficial owners of the managed account on behalf of which it is holding the Note A B; provided that the Note B Holder to be necessary to satisfy its disclosure obligations in connection with its Securitizationacknowledges that the identity of the Note B Holder and the Junior Operating Advisor is not considered confidential or proprietary information.

Cooperation in Securitization. (a) Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, 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 Note A-1-Athe preceding sentence, Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B or Note A-2-C, (x) at the request of the related NoteholderNote A-1 Holder, each other Noteholder the Note A-2 Holder or the Note A-3 Holder, the Note B Holder shall use commercially reasonable efforts, at the requesting NoteholderNote A-1 Holder’s, the Note A-2 Holder’s or the Note A-3 Holder’s expense, to satisfy, and to cooperate with the requesting Noteholder Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the requesting Noteholder Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder customarily adheres adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the requesting Noteholder Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such initial Securitization, the Securitization no other Noteholder Note B Holder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of any payments to be made tosuch payments, such Noteholder, the Note B Holder or (ii) increase such Noteholderthe Note B Holder’s obligations (other than to an immaterial extent) or decrease such Noteholderthe Note B Holder’s rights, remedies or protections hereunder or under any Mortgage Loan Document, or (iii) otherwise materially adversely affect the rights and interests of such Noteholderother than to an immaterial extent). In connection with any such Securitization the Securitization, the Note B Holder agrees, at the sole cost and expense of the Note A-1-AA-1 Holder, the Note A-1-BA-2 Holder or the Note A-3 Holder, Note A-1-C, Note A-2-A, Note A-2-B or Note A-2-C, each other Noteholder agrees to provide for inclusion in any disclosure document relating to the related Securitization such customary non-confidential information concerning such Noteholder the Note B Holder and the other Notes as the requesting Noteholder Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder reasonably determines determine to be necessary to satisfy its disclosure obligations in connection with its Securitization. Each Noteholder or appropriate; and (y) the Note B Holder covenants and agrees that if it is not the requesting Noteholder, it shall use commercially reasonable efforts to cooperate cooperate, at the sole cost and expense of the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, with the reasonable requests of each Rating Agency and the requesting Noteholder Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder in connection with the Securitization, as well as in connection with all other matters and the preparation of any offering documents in connection with the Securitization, thereof and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document, all at the cost and expense of the requesting Noteholder. Each Noteholder The Note B Holder acknowledges that the information provided by it to the requesting Noteholder pursuant to this Section 40 Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder may be incorporated into the offering documents for a Securitization. A requesting The Note A A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and each Rating Agency shall be entitled to rely on the information supplied by each other Noteholder pursuant to this Section 40by, or on behalf of, the Note B Holder. (b) The Each of the Note A-1-A A-1 Holder, the Note A-1-B Holder, A-2 Holder and the Note A-1-C Holder, Note A-2-A Holder, Note A-2-B A-3 Holder or Note A-2-C Holder securitizing its Note may, at its election, deliver to each other Noteholder the Note B Holder drafts of the preliminary and final Securitization offering memoranda, prospectusprospectus supplement, preliminary free writing prospectus and any other disclosure documents and (the servicing agreement at such time as it deems necessary or appropriate in connection with the case of the Lead Securitization) the Servicing Agreement simultaneously with distributions of any such documents to the general working group Securitization of the related SecuritizationNote X-0, Xxxx X-0 or Note A-3. Each other Noteholder The Note B Holder may, at its election, review and comment thereon insofar as it relates to such other Noteholder Note B and/or its Notethe Note B Holder, and, if such other Noteholder the Note B Holder elects to review and comment, such other Noteholder the Note B Holder shall review and comment thereon as soon as possible (but in no event later than two (i2) Business Days of its receipt thereof (or five (5) Business Days after receipt, in the case of the first draft thereof, two (2) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline provided delivered to the general working group of the related Securitization for review and comment), Note B Holder) and if such other Noteholder the Note B Holder fails to respond within such time, such other Noteholder the Note B Holder shall be deemed to have elected to not comment thereon (but thereon, provided that if the Note B Holder elects to review and comment, any such review and comments with respect to the final draft distributed in connection with the preparation of the preliminary and final offering memoranda for printing shall be made no failure later than 9:00 am, New York City time, on the Business Day following its receipt thereof and if the Note B Holder fails to respond by such time, the Note B Holder shall be deemed to have elected to not comment shall constitute a waiver of such other Noteholder’s rights hereunder or under the Mortgage Loan Documents)thereon. In the event of any disagreement between any such other Noteholder the Note B Holder with respect to the preliminary and final offering memoranda, prospectusprospectus supplement, free writing prospectus or any other disclosure documents the requesting NoteholderNote A-1 Holder’s, the Note A-2 Holder’s and the Note A-3 Holder’s determination shall control (the parties acknowledging that control. Note B Holder has no inaccuracy in such documents shall in any respect prejudice any such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). No such other Noteholder obligation and shall have any obligation or no liability with respect to any such offering documents other than the accuracy of any comments it elects to make or refrain from making, regarding itself, provided that Lead Securitization Note Holder shall reimburse the Note B Holder for any out of pocket costs and expenses incurred by Note B Holder pursuant to this Section 24. (c) Notwithstanding anything herein to the contrary, each of the Note A Holders acknowledges A-1 Holder, the Note A-2 Holder and agrees the Note A-3 Holder acknowledge and agree that (i) no other Noteholder the Note B Holder shall not be required to incur any out-of-pocket expenses in connection with their respective Securitizations a Securitization of an A NoteNote X-0, Xxxx X-0 or Note A-3 and (ii) any such other Noteholder the Note B Holder shall only not be required to disclose such customary non-confidential information reasonably determined by any of the requesting beneficial owners of the managed account on behalf of which it is holding Note A Holder to be necessary to satisfy its disclosure obligations in connection with its Securitization.B.