Cooperation in Securitization. (a) Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder, the Note B Holder shall use reasonable efforts, at Note A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s or Note A-5 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization the Note B Holder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Note B Holder or (ii) increase the Note B Holder’s obligations or decrease the Note B Holder’s rights, remedies or protections. In connection with the Securitization, the Note B Holder agrees to provide for inclusion in any disclosure document relating to the related Securitization such information concerning the Note B Holder and the other Notes as the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder reasonably determine to be necessary or appropriate. The Note B Holder covenants and agrees that it shall use reasonable efforts to cooperate with the requests of each Rating Agency and the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in connection with the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document, all at the cost and expense of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, as applicable. The Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Note B Holder.
Appears in 3 contracts
Samples: Agreement Between Noteholders (JPMCC Commercial Mortgage Securities Trust 2017-Jp6), Agreement Between Noteholders (JPMCC Commercial Mortgage Securities Trust 2017-Jp5), Agreement Between Noteholders (JPMDB Commercial Mortgage Securities Trust 2016-C4)
Cooperation in Securitization. (a) Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentenceNote A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9, Note A-10, Note A-11, Note A-12, Note A-13, Note A-14, Note A-15, Note A-16, Note A-17, Note A-18, Note A-19, Note A-20 or Note A-21, at the request of the Note A-1 Holderrelated Noteholder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder, the Note B Holder each other Noteholder shall use commercially reasonable efforts, at Note A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s or Note A-5 Holderthe requesting Noteholder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder requesting Noteholder customarily adhere adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder requesting Noteholder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization the Note B Holder no other Noteholder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of any payments to be made to, such paymentsNoteholder, the Note B Holder or (ii) increase the Note B Holdersuch Noteholder’s obligations or decrease the Note B Holdersuch Noteholder’s rights, remedies or protectionsprotections hereunder or under any Mortgage Loan Document, or (iii) otherwise materially adversely affect the rights and interests of such Noteholder. In connection with the Securitizationany such Securitization of Note A-1, the Note B Holder A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9, Note A-10, Note A-11, Note A-12, Note A-13, Note A-14, Note A-15, Note A-16, Note A-17, Note A-18, Note A-19, Note A-20 or Note A-21, each other Noteholder agrees to provide for inclusion in any disclosure document relating to the related Securitization such customary non-confidential information concerning the Note B Holder and the other Notes such Noteholder as the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder requesting Noteholder reasonably determine determines to be necessary or appropriateto satisfy its disclosure obligations in connection with its Securitization. The Note B Holder Each Noteholder covenants and agrees that if it is not the requesting Noteholder, it shall use commercially reasonable efforts to cooperate with the requests of each Rating Agency and the Note A-1 Holder, requesting Noteholder in connection with the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder preparation of any offering documents in connection with the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document, all at the cost and expense of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, as applicablerequesting Noteholder. The Note B Holder Each Noteholder acknowledges that the 84 information provided by it to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder requesting Noteholder pursuant to this Section 40 may be incorporated into the offering documents for a Securitization. The A requesting Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Note B Holderby each other Noteholder pursuant to this Section 40.
Appears in 3 contracts
Samples: Agreement Between Noteholders (Bank5 2024-5yr10), Agreement Between Noteholders (Benchmark 2024-V10 Mortgage Trust), Agreement Between Noteholders (Bank5 2024-5yr9)
Cooperation in Securitization. (a) Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentenceNote 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 Note A-1 Holderrelated Noteholder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder, the Note B Holder each other Noteholder shall use commercially reasonable efforts, at Note A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s or Note A-5 Holderthe requesting Noteholder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder requesting Noteholder customarily adhere adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder requesting Noteholder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization the Note B Holder no other Noteholder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of any payments to be made to, such paymentsNoteholder, the Note B Holder or (ii) increase the Note B Holdersuch Noteholder’s obligations or decrease the Note B Holdersuch Noteholder’s rights, remedies or protectionsprotections hereunder or under any Mortgage Loan Document, or (iii) otherwise materially adversely affect the rights and interests of such Noteholder. In connection with the Securitizationany such Securitization of Note A-1-A, the Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B Holder 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 the Note B Holder and the other Notes such Noteholder as the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder requesting Noteholder reasonably determine determines to be necessary or appropriateto satisfy its disclosure obligations in connection with its Securitization. The Note B Holder Each Noteholder covenants and agrees that if it is not the requesting Noteholder, it shall use commercially reasonable efforts to cooperate with the requests of each Rating Agency and the Note A-1 Holder, requesting Noteholder in connection with the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder preparation of any offering documents in connection with the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document, all at the cost and expense of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, as applicablerequesting Noteholder. The Note B Holder Each Noteholder acknowledges that the information provided by it to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder requesting Noteholder pursuant to this Section 40 may be incorporated into the offering documents for a Securitization. The A requesting Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Note B Holderby each other Noteholder pursuant to this Section 40.
Appears in 3 contracts
Samples: Agreement (GS Mortgage Securities Trust 2019-Gc40), Agreement (Benchmark 2019-B11 Mortgage Trust), Agreement (Bank 2019-Bnk18)
Cooperation in Securitization. (a) Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 A-2 Holder, the Note B Holder shall use reasonable efforts, at the Note A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s or Note A-5 A-2 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization the Note B Holder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Note B Holder or (ii) materially increase the Note B Holder’s obligations or materially decrease the Note B Holder’s rights, remedies or protections. In connection with the Securitization, the Note B Holder agrees to provide the identity of the Note B Holder and the Junior Operating Advisor for inclusion in any disclosure document relating to the related Securitization such information concerning the Note B Holder and the other Notes as the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-2 Holder reasonably determine to be necessary or appropriate. The Note B Holder covenants and agrees that (at the Note A-1 Holder’s or Note A-2 Holder’s expense, as applicable) it shall use reasonable efforts to cooperate with the requests of each Rating Agency and the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in connection with the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document, all at the cost and expense of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, as applicable. The Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Note B Holder.
Appears in 2 contracts
Samples: Agreement (GS Mortgage Securities Trust 2016-Gs3), Agreement (Gs Mortgage Securities Corp Ii)
Cooperation in Securitization. (a) Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 A-2 Holder, the Note B Holder shall use reasonable efforts, at the Note A-1 Holder’s, Note A-2 Holder’s, Note A-3 Holder’s, Note A-4 Holder’s or Note A-5 A-2 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the Securitization or otherwise at any time prior to the Securitization the Note B Holder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Note B Holder or (ii) increase the Note B Holder’s obligations or decrease the Note B Holder’s rights, remedies or protections. In connection with the Securitization, the Note B Holder agrees to provide the identity of the Note B Holder and the Junior Operating Advisor for inclusion in any disclosure document relating to the related Securitization such information concerning the Note B Holder and the other Notes as the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-2 Holder reasonably determine to be necessary or appropriate. The Note B Holder covenants and agrees that (at the Note A-1 Holder’s or Note A-2 Holder’s expense, as applicable) it shall use reasonable efforts to cooperate with the requests of each Rating Agency and the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder in connection with the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document, all at the cost and expense of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, as applicable. The Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Note B Holder.
Appears in 1 contract
Cooperation in Securitization. (a) Each Noteholder acknowledges that any Noteholder may elect, in its sole discretion, and at its sole cost and expense, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, (x) at the request of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 A-3 Holder, the Note B Holder shall use reasonable efforts, at the Note A-1 Holder’s, the Note A-2 Holder’s, ’s or the Note A-3 Holder’s, Note A-4 Holder’s or Note A-5 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder customarily adhere or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior to the Securitization such initial Securitization, the Note B Holder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the Note B Holder or (ii) increase the Note B Holder’s obligations (other than to an immaterial extent) or decrease the Note B Holder’s rights, remedies or protectionsprotections (other than to an immaterial extent). In connection with the Securitization, the Note B Holder agrees agrees, at the sole cost and expense of the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, to provide for inclusion in any disclosure document relating to the related Securitization such information concerning the Note B Holder and the other Notes as the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder reasonably determine to be necessary or appropriate. The ; and (y) the Note B Holder covenants and agrees that it shall use reasonable efforts to cooperate cooperate, at the sole cost and expense of the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, with the reasonable requests of each Rating Agency and the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder in connection with the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization document, all at the cost and expense of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, as applicable. The Note B Holder acknowledges that the information provided by it to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Note B Holder.
Appears in 1 contract
Samples: Agreement Between Noteholders (CSAIL 2015-C3 Commercial Mortgage Trust)