Securitization Cooperation. (a) Each Noteholder acknowledges that each Securitization-Eligible Noteholder may elect, in its sole discretion, to include its Securitization-Eligible Note in a Securitization; provided, however, that none of the Note A-7-A Holder, the Note A-7-B Holder, the Note A-8-1 Holder, the Note A-8-2-A, the Note A-8-2-B Holder and the Note A-8-3 Holder may include all or a portion of Note A-7-A, Note A-7-B, Note A-8-1, Note A-8-2 or Note A-8-3, as the case may be, in a Securitization at any time before Note A-3, Note A-4-1, Note A-4-2, Note A-4-3, Note A-5-1 and Note A-5-2 have been fully Securitized, unless the Initial Note A-3 Holder, Initial Note A-4-1, Initial Note A-4-2 Holder, Initial Note A-4-3 Holder, Initial Note A-5-1 Holder and Initial Note A-5-2 Holder (unless Note A-3, Note A-4-1, Note A-4-2, Note A-4-3, Note A-5-1 or Note A-5-2, respectively, has been Securitized in full) consents thereto in its sole discretion; provided, further, that in no event shall any such consent shall be required for (a) the inclusion of all or a portion of Note A-6, Note A-7-A and/or Note A-7-B in the BANK5 2023-5YR2 commercial mortgage-backed securitization transaction, (b) the inclusion of all or a portion of Note A-8-1 in the Benchmark 2023-B39 commercial mortgage-backed securitization transaction or (c) the inclusion of all or a portion of Note A-8-2-A in the Benchmark 2023-V3 commercial mortgage-backed securitization transaction. In no event may any Securitization-Ineligible Noteholder transfer its Securitization-Ineligible Note to a Securitization.
(b) In connection with a Securitization of any Securitization-Eligible Note, each other Noteholder shall, at such requesting Noteholder’s expense, negotiate in good faith with respect to amendments to this Agreement as may reasonably requested by one or more the applicable rating agencies and servicers for the related Securitization and use commercially reasonable efforts to satisfy, and to cooperate with such requesting Noteholder in attempting to cause the Mortgagor to satisfy, the market standards to which the requesting Noteholder customarily adheres or which may be reasonably required in the marketplace or by the rating agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Loan Documents and to cooperate with the requesting Noteholder in attempting to cause the Mortgagor to execute such modifications to the Loan Documents, i...
Securitization Cooperation. While an Event of Default exists, upon reasonable request of the Administrative Agent in connection with a proposed securitization pursuant to which the Administrative Agent would arrange for an issuance of asset-backed securities secured by all or any portion of the Collateral, the Borrower shall, or shall cause the Servicer and the Seller to, promptly provide the Administrative Agent with all information, reports, and documentation reasonably requested by the Administrative Agent, any rating agency or any arranger with respect to the Purchased Receivables, the Borrower, the Seller, the Servicer and other matters that could affect the securitization and that are customary in a securitization of consumer loans originated through the LendingClub platform or otherwise involving Seller; provided that the Administrative Agent shall get customary confidentiality agreements from underwriters and other third parties with respect to any such information that is confidential, including, without limitation, an agreement or requirement to comply with all applicable Requirements of Law with respect to any use and disclosure of Obligor Information.
Securitization Cooperation. (a) Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with the Securitization and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act or the Exchange Act, or provided or made available to investors or prospective investors in the Securities, the Approved Rating Agencies, and service providers relating to the Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with the holder of the Note in providing current information necessary to keep the Disclosure Document accurate and complete in all material respects to the extent such information is in Borrower’s possession or control.
(b) Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.
Securitization Cooperation. 21.%2.%3.%4. Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with the Securitization and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to the Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with the holder of the Note in updating the Disclosure Document by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects.
Securitization Cooperation. In addition to the foregoing, if a Certificate Holder desires to assign or transfer any part of its Certificate to a special purpose vehicle (“SPV”), as part of an overall transaction pursuant to which the SPV issues notes, other evidences of indebtedness, trust certificates or other beneficial interests in the SPV to investors to fund its purchase of such Certificate (a “Securitization”), the Borrower agrees to cooperate reasonably with any such Securitization.
Securitization Cooperation. Borrower understands that certain of the Provided Information may be included in disclosure documents in connection with the Securitization, including, without limitation, a prospectus supplement, private placement memorandum, offering circular or other offering document (each a “Disclosure Document”) and may also be included in filings (an “Exchange Act Filing”) with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to Investors or prospective Investors in the Securities, the Rating Agencies, and service providers relating to the Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with the holder of the Note in updating the Disclosure Document by providing all current information in Borrower’s possession or which Borrower has a right to obtain under the Operating Lease from the Operating Tenant necessary to keep the Disclosure Document accurate and complete in all material respects; provided, however, no Disclosure Document shall contain an Individual Store Capital Expenditure Schedule. This Section 9.2 is further subject to the confidentiality and disclosure provisions of Section 5.1.10(h) hereof.
Securitization Cooperation. Borrower acknowledges that Lender and its successors and assigns may (i) sell this Mortgage, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by this Mortgage to one or more investors, (iii) deposit this Mortgage, the Note and other Loan Documents with one or more trusts, which trusts may sell certificates to investors evidencing an ownership interest in such trust assets, or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as a "Secondary Market Transaction"). Borrower shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction, including but not limited to, (a) providing Lender an estoppel certificate and such information (financial or otherwise), legal opinions and documents relating to Borrower, Guarantor, the Property and any tenants of the Property as Lender may reasonably request or the Rating Agencies may request in connection with such Secondary Market Transaction, (b) amending the Loan Documents and organizational documents of Borrower, and updating and/or restating officer's certificates, title insurance, opinions, appraisals, market studies, environmental reviews, property condition reports and other due diligence investigations of the Property and any other items delivered in connection with the closing of the Loan, as may be required by the Rating Agencies, (c) participating in bank, investors and Rating Agencies' meetings if requested by Lender, (d) upon Lender's request amending the Loan Documents (and updating and/or restating officer's certificates, title insurance and other Closing Items in connection therewith) to divide the Loan into two or more separate or component notes, which notes may be included in separate transactions (and thus may have separate REMIC "start up dates") and have different interest rates and amortization schedules (but with aggregated financial terms which are equivalent to that of the Loan prior to such separation), (e) providing updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require, (f) delivering any additional opinions required by the Rating Agencies ...
Securitization Cooperation. Provider acknowledges that Bank may from time to time (i) enter into one or more financing transactions or securities offerings that are payable from or secured, directly or indirectly, by all or a portion of the receivables or mortgage loans arising from Bank’s Programs, (ii) sell or otherwise transfer of all or a portion of the receivables or mortgage loans arising from Bank’s Programs or (iii) enter into other securitization, secured loan, financing or similar transaction involving all or a portion of the receivables or mortgage loans arising from Bank’s Programs (any of the foregoing transactions, a “Securitization”). Provider agrees to take such actions to assist Bank in connection with any Securitization of the such receivables or mortgage loans as Bank may reasonably request, including the preparation of any servicer statements, reports to security holders or other reports as may be required to be delivered by Bank pursuant to any servicing agreement entered into by Bank in connection with a Securitization. Without limiting the generality of the foregoing, Provider shall promptly furnish to Bank or any of its affiliates participating in a Securitization of such receivables or mortgage loans, from time to time, any and all reports, certifications, records, attestations and any other information necessary in the good faith determination of Bank, to permit Bank or any of its affiliates participating in a Securitization to comply with the provisions of Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including without limitation, such reports, assessments and attestations as may be required to be delivered in accordance with Rules 13a-18 and 15d-18 of the Exchange Act and Items 1122 and 1123 of Regulation AB.
Securitization Cooperation. (a) Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with the Securitization and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to the Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower, at Lender’s request, will cooperate with the holder of the Note in updating the Disclosure Document by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects in so far as it relates to the Properties, Borrower, Guarantor and Master Tenant.
(b) Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.
