Common use of Securitization Cooperation Clause in Contracts

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, 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 other Noteholder shall be required to modify or amend this Agreement or any 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 Loan Document, in each case other than to an immaterial extent, or (iii) otherwise adversely affect the rights and interests of such Noteholder other than to an immaterial extent. In connection with any such Securitization of a Securitization-Eligible Note, each other Noteholder agrees to provide, for inclusion in any disclosure document relating to such 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 such 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 41 may be incorporated into the offering documents for a Securitization. A requesting Noteholder and each rating agency shall be entitled to rely on the information supplied by each other Noteholder pursuant to this Section 41. (c) Any Securitization-Eligible Noteholder securitizing its Securitization-Eligible Note may, at its election deliver to each other Noteholder (and, in the case of the Securitization of the Securitization-Eligible Note that is the Lead Securitization Note, the related Securitization-Eligible Noteholder shall deliver to the Note A-1 and Note A-2 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 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, in the case of a Securitization-Eligible Noteholder, or four (4) Business Days after receipt thereof, in the case of a Securitization-Ineligible Noteholder, 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 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 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. Each Noteholder who receives information pursuant to this subsection shall not disclose or use such information in any manner that would result in a violation of the Securities Act or Exchange Act. (d) Notwithstanding anything herein to the contrary, each Securitization-Eligible Noteholder acknowledges and agrees that (i) no Noteholder other than the securitizing Noteholder shall be required to incur any out-of-pocket expenses in connection with any Securitization of any Securitization-Eligible Note, and (ii) each Noteholder other than the securitizing Noteholder shall only be required to disclose such customary non-confidential information reasonably determined by such securitizing Noteholder to be necessary to satisfy its disclosure obligations in connection with its respective Securitization. (e) No Securitization-Ineligible Noteholder shall have any right to cooperation under this Section.

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 2- 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 3 and Note A-5-2 A-5 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 A-5 Holder (unless Note A-3, Note A-4-1, Note A-4-2, Note A-4-3, Note A-5-1 3 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, transaction or (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, 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 other Noteholder shall be required to modify or amend this Agreement or any 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 Loan Document, in each case other than to an immaterial extent, or (iii) otherwise adversely affect the rights and interests of such Noteholder other than to an immaterial extent. In connection with any such Securitization of a Securitization-Eligible Note, each other Noteholder agrees to provide, for inclusion in any disclosure document relating to such 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 such 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 41 may be incorporated into the offering documents for a Securitization. A requesting Noteholder and each rating agency shall be entitled to rely on the information supplied by each other Noteholder pursuant to this Section 41. (c) Any Securitization-Eligible Noteholder securitizing its Securitization-Eligible Note may, at its election deliver to each other Noteholder (and, in the case of the Securitization of the Securitization-Eligible Note that is the Lead Securitization Note, the related Securitization-Eligible Noteholder shall deliver to the Note A-1 and Note A-2 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 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, in the case of a Securitization-Eligible Noteholder, or four (4) Business Days after receipt thereof, in the case of a Securitization-Ineligible Noteholder, 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 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 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. Each Noteholder who receives information pursuant to this subsection shall not disclose or use such information in any manner that would result in a violation of the Securities Act or Exchange Act. (d) Notwithstanding anything herein to the contrary, each Securitization-Eligible Noteholder acknowledges and agrees that (i) no Noteholder other than the securitizing Noteholder shall be required to incur any out-of-pocket expenses in connection with any Securitization of any Securitization-Eligible Note, and (ii) each Noteholder other than the securitizing Noteholder shall only be required to disclose such customary non-confidential information reasonably determined by such securitizing Noteholder to be necessary to satisfy its disclosure obligations in connection with its respective Securitization. (e) No Securitization-Ineligible Noteholder shall have any right to cooperation under this Section.