Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 294 contracts
Samples: Agreement Between Note Holders (Benchmark 2024-V9 Mortgage Trust), Agreement Between Note Holders (Benchmark 2024-V9 Mortgage Trust), Agreement Between Note Holders (Bank5 2024-5yr7)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing StandardStandard and the terms of this Agreement.
Appears in 294 contracts
Samples: Agreement Between Note Holders (BMO 2024-5c5 Mortgage Trust), Agreement Between Note Holders (BMO 2024-5c5 Mortgage Trust), Agreement Between Note Holders (Bank5 2024-5yr8)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 210 contracts
Samples: Agreement Between Note Holders (Bank 2024-Bnk47), Agreement Between Note Holders (BMO 2024-C8 Mortgage Trust), Agreement Between Note Holders (MSWF Commercial Mortgage Trust 2023-2)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the a Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Each Non-Lead Securitization Note Holders Holder hereby agree agrees that, upon the request of the Lead Securitization Note Holder, the such Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 177 contracts
Samples: Agreement Between Note Holders (Bank5 2024-5yr9), Agreement Between Note Holders (Bank5 2024-5yr8), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2024-5c1)
Bankruptcy. Subject to the provisions of Section 5(c)4(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 4(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Subject to the provisions of Section 4(f), the Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Controlling Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 4(f), the Non-Lead Securitization Note Holder each other Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 135 contracts
Samples: Agreement Between Noteholders (Wells Fargo Commercial Mortgage Trust 2024-C63), Agreement (Wells Fargo Commercial Mortgage Trust 2024-C63), Agreement Between Noteholders (Wells Fargo Commercial Mortgage Trust 2024-C63)
Bankruptcy. Subject to Section 5(c5(b), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not any of the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 126 contracts
Samples: Co Lender Agreement (Bank 2024-Bnk47), Co Lender Agreement (BBCMS Mortgage Trust 2024-C26), Co Lender Agreement (BMO 2024-C8 Mortgage Trust)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder Holders shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 101 contracts
Samples: Co Lender Agreement (Bank5 2024-5yr5), Co Lender Agreement (Benchmark 2023-B40 Mortgage Trust), Co Lender Agreement (Bank5 2023-5yr4)
Bankruptcy. Subject to Section 5(c5(d), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder Servicer has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note HolderServicer, and not the Non-Lead Securitization Note HolderHolder or any of its representatives, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder Servicer as their agent, and grant to the Lead Securitization Note Holder Servicer an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note HolderServicer, the Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Servicer all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Servicer may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 92 contracts
Samples: Co Lender Agreement (BMO 2024-5c5 Mortgage Trust), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2024-5c1), Co Lender Agreement (Benchmark 2024-V8 Mortgage Trust)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the a Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 89 contracts
Samples: Co Lender Agreement (Bank5 2024-5yr8), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2024-5c1), Co Lender Agreement (BBCMS Mortgage Trust 2024-C24)
Bankruptcy. Subject to Section 5(c5(d), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder Servicer has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note HolderServicer, and not the Non-Lead Securitization Note HolderHolders or any of their representatives, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder Servicer as their agent, and grant to the Lead Securitization Note Holder Servicer an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note HolderServicer, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Servicer all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Servicer may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 78 contracts
Samples: Co Lender Agreement (BMO 2024-C9 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2024-5c27), Co Lender Agreement (BBCMS Mortgage Trust 2024-5c27)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 75 contracts
Samples: Co Lender Agreement (Benchmark 2023-B39 Mortgage Trust), Co Lender Agreement (Benchmark 2023-B38 Mortgage Trust), Co Lender Agreement (Bank 2022-Bnk44)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Subject to the provisions of Section 5(f) hereof and the Servicing Standard, the Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder one or more of such Noteholders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder each other Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 66 contracts
Samples: Agreement (3650R 2021-Pf1 Commercial Mortgage Trust), Intercreditor Agreement (Benchmark 2021-B27 Mortgage Trust), Intercreditor Agreement (Benchmark 2021-B26 Mortgage Trust)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 48 contracts
Samples: Lender Agreement, Co Lender Agreement (GS Mortgage Securities Trust 2018-Gs9), Co Lender Agreement (GS Mortgage Securities Trust 2018-Gs9)
Bankruptcy. Subject to the provisions of Section 5(c)4(f) hereof and the Accepted Servicing Practices, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 4(f) hereof and the Accepted Servicing Practices, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Subject to the provisions of Section 4(f), the Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Noteholders (including the Controlling Noteholder) in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 4(f), the Non-Lead Securitization Note Holder each other Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Accepted Servicing StandardPractices.
Appears in 44 contracts
Samples: Agreement Between Noteholders (Bank5 2024-5yr9), Agreement Between Noteholders (Bank 2024-Bnk47), Agreement Between Noteholders (BBCMS Mortgage Trust 2024-C26)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Accepted Servicing StandardPractices.
Appears in 43 contracts
Samples: Agreement Between Note Holders (Bank 2022-Bnk39), Agreement Between Note Holders (Bank 2021-Bnk38), Agreement Between Note Holders (Bank 2021-Bnk37)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Accepted Servicing StandardPractices.
Appears in 41 contracts
Samples: Co Lender Agreement (Bank5 2023-5yr3), Co Lender Agreement (Benchmark 2023-V3 Mortgage Trust), Co Lender Agreement (Benchmark 2023-B39 Mortgage Trust)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Subject to the provisions of Section 5(f), the Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Subordinate Noteholders and the Controlling Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder each other Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 41 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)
Bankruptcy. Subject to Section Sections 2(a) and 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing StandardStandard and the terms of this Agreement.
Appears in 39 contracts
Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2024-C63), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2024-C63), Agreement Between Note Holders (Benchmark 2024-V8 Mortgage Trust)
Bankruptcy. Subject to Section 5(c5(d), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder Servicer has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note HolderServicer, and not the any Non-Lead Securitization Note HolderHolder or any of their representatives, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder Servicer as their agent, and grant to the Lead Securitization Note Holder Servicer an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note HolderServicer, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Servicer all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Servicer may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 38 contracts
Samples: Co Lender Agreement (BMO 2024-5c5 Mortgage Trust), Co Lender Agreement (BMO 2024-C9 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2024-5c27)
Bankruptcy. Subject to Section Sections 2(a) and 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the any Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the any Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the any Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the any Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the any Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing StandardStandard and the terms of this Agreement.
Appears in 30 contracts
Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2024-C63), Agreement Between Note Holders (BBCMS Mortgage Trust 2024-C28), Agreement Between Note Holders (BMO 2024-C9 Mortgage Trust)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing StandardStandard and the terms of this Agreement.
Appears in 25 contracts
Samples: Agreement Between Note Holders (Morgan Stanley Capital I Trust 2019-H6), Agreement Between Note Holders (BBCMS Mortgage Trust 2019-C3), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2019-C50)
Bankruptcy. Subject to Section 5(c5(d), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Controlling Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Controlling Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Controlling Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 24 contracts
Samples: Lender Agreement (Bank 2022-Bnk41), Lender Agreement (BMO 2022-C1 Mortgage Trust), Lender Agreement (Bank 2022-Bnk39)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder Holders shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 23 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)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder Holders shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 21 contracts
Samples: Agreement Between Note Holders (BMO 2024-5c3 Mortgage Trust), Agreement Between Note Holders (BMO 2023-5c2 Mortgage Trust), Agreement Between Note Holders (BMO 2023-5c2 Mortgage Trust)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof, each Note Holder of the Non-Lead Securitization Noteholders and the Junior Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof, each of the Non-Lead Securitization Noteholders and the Junior Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Each of the Non-Lead Securitization Noteholders and the Junior Noteholder hereby appoint appoints the Lead Securitization Note Holder Noteholder as their its agent, and grant grants to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder Noteholder or the Junior Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, to vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Each of the Non-Lead Securitization Noteholders and the Junior Noteholder, in its capacity as such, hereby agree agrees that, upon the request of the Lead Securitization Note HolderNoteholder, the Non-Lead Securitization Note Holder such Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 18 contracts
Samples: Agreement Among Noteholders (Wells Fargo Commercial Mortgage Trust 2020-C57), Agreement Among Noteholders (UBS Commercial Mortgage Trust 2019-C18), Agreement Among Noteholders (UBS Commercial Mortgage Trust 2019-C16)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder Servicer has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note HolderServicer, and not the Non-Lead Securitization Note HolderHolder or any of its representatives, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder Servicer as their agent, and grant to the Lead Securitization Note Holder Servicer an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note HolderServicer, the Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Servicer all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Servicer may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 17 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Noteholders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder such Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
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)
Bankruptcy. Subject to Section 5(cSections 2(a) and 5(d), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder Servicer has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note HolderServicer, and not the any Non-Lead Securitization Note HolderHolder or any of their representatives, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder Servicer as their agent, and grant to the Lead Securitization Note Holder Servicer an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note HolderServicer, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Servicer all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Servicer may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 16 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)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Non-Lead Securitization Note Holders Holder hereby agree agrees that, upon the request of the Lead Securitization Note Holder, the such Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 16 contracts
Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2021-C12), Agreement Between Note Holders (BBCMS Mortgage Trust 2021-C11), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2020-C55)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Each Non-Lead Securitization Note Holders Holder hereby agree agrees that, upon the request of the Lead Securitization Note Holder, the such Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 15 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)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Non-Lead Securitization Note Holders Holder hereby agree agrees that, upon the request of the Lead Securitization Note Holder, the such Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
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)
Bankruptcy. Subject to Section 2(a) and Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 14 contracts
Samples: Agreement Between Note Holders (Benchmark 2024-V8 Mortgage Trust), Agreement Between Note Holders (Bank5 2024-5yr7), Agreement Between Note Holders (Bank5 2024-5yr9)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Each Non-Lead Securitization Note Holders Holder hereby agree agrees that, upon the request of the Lead Securitization Note Holder, the such Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 13 contracts
Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2017-C40), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2017-C40), Agreement Between Note Holders (Citigroup Commercial Mortgage Trust 2017-P8)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing StandardStandard and the terms of this Agreement.
Appears in 13 contracts
Samples: Agreement Between Note Holders, Agreement Between Note Holders, Agreement Between Note Holders (CSAIL 2016-C7 Commercial Mortgage Trust)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing StandardStandard and this Agreement.
Appears in 13 contracts
Samples: Co Lender Agreement (Bank5 2024-5yr9), Co Lender Agreement (Bank5 2024-5yr8), Co Lender Agreement (Benchmark 2024-V8 Mortgage Trust)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof, each Non-Controlling Noteholder and the Note B Holder hereby covenants and agrees that only the Lead Securitization Note Holder has Noteholder (or the Servicer on its behalf) have the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Subject to the provisions of Section 5(f) hereof, each Non-Controlling Noteholder and the Note B Holder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Each Non-Controlling Noteholder and the Note Holders B Holder hereby appoint appoints the Lead Securitization Note Holder Noteholder as their its agent, and grant grants to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the each Non-Lead Securitization Controlling Noteholder and the Note B Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Each Non-Controlling Noteholder and the Note Holders B Holder in its capacity as such, hereby agree agrees that, upon the request of the Lead Securitization Noteholder, such Non-Controlling Noteholder or Note B Holder, the Non-Lead Securitization Note Holder as applicable, shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 13 contracts
Samples: Agreement Between Noteholders (Bank5 2024-5yr7), And Restated Agreement (Bank 2021-Bnk32), And Restated Agreement (Bank 2020-Bnk30)
Bankruptcy. Subject to the provisions of Section 5(c)4(f) hereof and the Accepted Servicing Practices, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 4(f) hereof and the Accepted Servicing Practices, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Subject to the provisions of Section 4(f), the Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of 44 exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Subordinate Noteholder and the Controlling Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 4(f), the Non-Lead Securitization Note Holder each other Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Accepted Servicing StandardPractices.
Appears in 11 contracts
Samples: Agreement (BBCMS Mortgage Trust 2020-C7), Execution Version (Wells Fargo Commercial Mortgage Securities Inc), Agreement (GS Mortgage Securities Trust 2020-Gc47)
Bankruptcy. Subject to Section 5(c5(d), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Controlling Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Controlling Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 10 contracts
Samples: Co Lender Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Co Lender Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31), Co Lender Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grantxxxxx. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 10 contracts
Samples: Agreement Between Note Holders (BMO 2023-5c1 Mortgage Trust), Agreement Between Note Holders (Bank5 2023-5yr2), Agreement Between Note Holders (Benchmark 2023-V2 Mortgage Trust)
Bankruptcy. Subject to the provisions of Section 5(c)4(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 4(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Subject to the provisions of Section 4(f), the Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Controlling Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 4(f), the Non-Lead Securitization Note Holder each other Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 10 contracts
Samples: Agreement Between Noteholders (Benchmark 2020-B19 Mortgage Trust), Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7), Agreement Between Noteholders (GS Mortgage Securities Trust 2020-Gc47)
Bankruptcy. Subject to Section 5(c6(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note Holder, Holder can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization each other Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 10 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)
Bankruptcy. Subject to Section 5(c), each Note Holder Each Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower Mortgagor or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower Mortgagor or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan BorrowerMortgagor. Each Note Holder Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower Mortgagor under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder one or more of such Noteholders in connection with any case by or against the Mortgage Loan Borrower Mortgagor under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder, the Non-Lead Securitization Note Holder each other Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard. No provision of this Section 10 shall be construed to limit the effect of Section 5 or the Servicing Standard.
Appears in 9 contracts
Samples: Amended And (Bank5 2023-5yr3), Agreement Between Noteholders (BBCMS Mortgage Trust 2023-C21), Amended And (BMO 2023-C6 Mortgage Trust)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof, each of the Non-Controlling Note Holder, the Note B-1 Holder and the Note B-2 Holder hereby covenants and agrees that only the Lead Securitization Note A-1-1 Holder has (or the Servicer on its behalf) have the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Subject to the provisions of Section 5(f) hereof, each Non-Controlling Note Holder, the Note B-1 Holder and the Note B-2 Holder further agrees that only the Lead Securitization Note A-1-1 Holder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Each Non-Controlling Note Holders Holder, the Note B-1 Holder and the Note B-2 Holder hereby appoint appoints the Lead Securitization Note A-1-1 Holder as their its agent, and grant grants to the Lead Securitization Note A-1-1 Holder an irrevocable power of attorney coupled with an interest, and their its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the each Non-Lead Securitization Controlling Note Holder, the Note B-1 Holder and the Note B-2 Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Each Non-Controlling Note Holders Holder, the Note B-1 Holder and the Note B-2 Holder in its capacity as such, hereby agree agrees that, upon the request of the Lead Securitization Note A-1-1 Holder, such Non-Controlling Note Holder, the Non-Lead Securitization Note B-1 Holder or Note B-2 Holder, as applicable, shall execute, acknowledge and deliver to the Lead Securitization Note A-1-1 Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note A-1-1 Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 9 contracts
Samples: Agreement Between Noteholders (UBS Commercial Mortgage Trust 2019-C18), Agreement Between Noteholders (CF 2019-Cf3 Mortgage Trust), Agreement Between Noteholders (Benchmark 2019-B12 Mortgage Trust)
Bankruptcy. Subject to Section 5(c5(b), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not any of the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.and
Appears in 9 contracts
Samples: Co Lender Agreement (Benchmark 2020-B21 Mortgage Trust), Co Lender Agreement (DBJPM 2020-C9 Mortgage Trust), Co Lender Agreement (Benchmark 2020-B18 Mortgage Trust)
Bankruptcy. Subject to Section 5(c5(b), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Accepted Servicing StandardPractices.
Appears in 8 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2019-C3), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C15), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2018-C48)
Bankruptcy. Subject to the provisions of Section 5(c)4(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 4(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Subject to the provisions of Section 4(f), the Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Subordinate Noteholder and the Controlling Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 4(f), the Non-Lead Securitization Note Holder each other Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 8 contracts
Samples: Agreement (CF 2019-Cf2 Mortgage Trust), Agreement Between Noteholders (CF 2019-Cf2 Mortgage Trust), Agreement (Benchmark 2019-B12 Mortgage Trust)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof, each Note Holder of the Non-Lead Securitization Noteholders and the Junior Noteholders hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof, each of the Non-Lead Securitization Noteholders and the Junior Noteholders further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Each of the Non-Lead Securitization Noteholders and the Junior Noteholders hereby appoint appoints the Lead Securitization Note Holder Noteholder as their its agent, and grant grants to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder Noteholder or any Junior Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, to vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Each of the Non-Lead Securitization Noteholders and the Junior Noteholders, in its capacity as such, hereby agree agrees that, upon the request of the Lead Securitization Note HolderNoteholder, the Non-Lead Securitization Note Holder such Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 8 contracts
Samples: Agreement Among Noteholders (BBCMS Mortgage Trust 2019-C3), Agreement Among Noteholders (Wells Fargo Commercial Mortgage Trust 2019-C50), Agreement Among Noteholders (UBS Commercial Mortgage Trust 2019-C16)
Bankruptcy. Subject to Section 5(c5(d), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder Servicer has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note HolderServicer, and not the Non-Lead Securitization Note HolderHolders or any of its representatives, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder Servicer as their agent, and grant to the Lead Securitization Note Holder Servicer an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note HolderServicer, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Servicer all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Servicer may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
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)
Bankruptcy. Subject to Section 5(c5(b), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 6 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)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the no Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 6 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof, each Note Holder the Junior Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Senior Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof, the Junior Noteholder further agrees that only the Lead Securitization Note HolderSenior Noteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Junior Noteholder hereby appoint appoints the Lead Securitization Note Holder Senior Noteholder as their its agent, and grant grants to the Lead Securitization Note Holder Senior Noteholder an irrevocable power of attorney coupled with an interest, and their its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Junior Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Junior Noteholder in its capacity as such, hereby agree agrees that, upon the request of the Lead Securitization Note HolderSenior Noteholder, the Non-Lead Securitization Note Holder such Junior Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Senior Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Senior Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 6 contracts
Samples: Agreement (Benchmark 2021-B25 Mortgage Trust), Agreement Between Noteholders (Bank of America Merrill Lynch Commercial Mortgage Trust 2017-Bnk3), Agreement Among Noteholders (Wells Fargo Commercial Mortgage Trust 2017-Rb1)
Bankruptcy. Subject to Section 5(c5(b), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower Borrowers or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower Borrowers or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan BorrowerBorrowers. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not any of the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower Borrowers under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower Borrowers under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
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)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing StandardStandard and the terms of this Agreement.
Appears in 6 contracts
Samples: Agreement Between Note Holders (UBS Commercial Mortgage Trust 2017-C7), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2017-C6), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2017-C38)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to each of the Non-Noteholders (other than the Lead Securitization Note Holder Noteholder) in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder such Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
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)
Bankruptcy. Subject to Section 5(c5(d), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 6 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C2)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof, each Non-Lead Senior Noteholder, the Note Holder B Holders and the Note C Holders hereby covenants covenant and agrees agree that only the Lead Securitization Note Holder Senior Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Subject to the provisions of Section 5(f) hereof, each Non-Lead Senior Noteholder, each Note B Holder and each Note C Holder further agrees that only the Lead Securitization Note HolderSenior Noteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Each Non-Lead Senior Noteholder, each Note Holders B Holder and each Note C Holder hereby appoint appoints the Lead Securitization Note Holder Senior Noteholder as their agent, and grant grants to the Lead Securitization Note Holder Senior Noteholder an irrevocable power of attorney coupled with an interest, and their its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the each Non-Lead Securitization Senior Noteholder, each Note B Holder and each Note C Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Each Non-Lead Senior Noteholder, each Note Holders B Holder and each Note C Holder in their capacity as such, hereby agree agrees that, upon the request of the Lead Securitization Note HolderSenior Noteholder, the each Non-Lead Securitization Senior Noteholder, each Note B Holder and each Note C Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Senior Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Senior Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing StandardStandard and this Agreement.
Appears in 6 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2020-C7), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2020-C56), Co Lender Agreement (Benchmark 2020-Ig1 Mortgage Trust)
Bankruptcy. Subject to Section 5(c5(d), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
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)
Bankruptcy. Subject to the provisions of Section 5(c)5(g) hereof, each of the Non-Lead Securitization Noteholders and the Note B Holder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Subject to the provisions of Section 5(g) hereof, each of the Non-Lead Securitization Noteholders and the Note B Holder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Each of the Non-Lead Securitization Noteholders and the Note Holders B Holder hereby appoint appoints the Lead Securitization Note Holder Noteholder as their its agent, and grant grants to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their its proxy, for the purpose of exercising any and all rights and taking any and all actions available to each of the Non-Lead Securitization Noteholders and the Note B Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Each of the Non-Lead Securitization Noteholders and the Note Holders B Holder in its capacity as such, hereby agree agrees that, upon the request of the Lead Securitization Note HolderNoteholder, the such Non-Lead Securitization Noteholder or Note Holder B Holder, as applicable, shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Accepted Servicing StandardPractices.
Appears in 5 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)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Noteholders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder such Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer or the Lead Securitization Noteholder in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 5 contracts
Samples: Agreement Between Noteholders (Benchmark 2023-V2 Mortgage Trust), Agreement Between Noteholders (3650R 2022-Pf2 Commercial Mortgage Trust), Agreement Between Noteholders (BBCMS Mortgage Trust 2022-C15)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the a Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Each Non-Lead Securitization Note Holders Holder hereby agree agrees that, upon the request of the Lead Securitization Note Holder, the such Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 5 contracts
Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2019-C53), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2019-C17), Amended And (Benchmark 2019-B15 Mortgage Trust)
Bankruptcy. Subject to the provisions of Section 5(c)5(g) hereof, each Note Holder of the Non-Lead Securitization Noteholders and the Junior Noteholders hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(g) hereof, each of the Non-Lead Securitization Noteholders and the Junior Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Each of the Non-Lead Securitization Noteholders and the Junior Noteholders hereby appoint appoints the Lead Securitization Note Holder Noteholder as their its agent, and grant grants to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their its proxy, for the purpose of exercising any and all rights and taking any and all actions available to each of the Non-Lead Securitization Note Holder Noteholders and the Junior Noteholders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Each of the Non-Lead Securitization Noteholders and the Junior Noteholder in its capacity as such, hereby agree agrees that, upon the request of the Lead Securitization Note HolderNoteholder, the such Non-Lead Securitization Note Holder Noteholder or Junior Noteholders, as applicable, shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
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)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Controlling Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Controlling Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 5 contracts
Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C4), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp4), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc25)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 5 contracts
Samples: Co Lender Agreement (JPMBB Commercial Mortgage Securities Trust 2016-C1), Co Lender Agreement (COMM 2016-Ccre28 Mortgage Trust), Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2015-Jp1)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants This Subordination Agreement shall be applicable both before and agrees that only after the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, filing of any petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower or any guarantor under the U.S. Bankruptcy Code or any other bankruptcy, insolvency, reorganization, arrangement or proceeding under similar law and all converted or succeeding cases in respect thereof, and all references herein to the Borrower or any guarantor shall be deemed to apply to the trustee for the Borrower or such guarantor and any such entity as a debtor-in-possession. This Subordination Agreement shall constitute a “subordination agreement” for the purposes of Section 510(a) of the U.S. Bankruptcy Code and shall be enforceable in accordance with its terms in any other Insolvency Proceedingbankruptcy, insolvency, reorganization, arrangement or proceeding under similar law. EXHIBIT A FORM OF ASSIGNMENT AND ASSUMPTION ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may hereafter be amended, amended and restated, modified, extended or restated from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Note Holders Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby appoint agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Lead Securitization Note Holder as their agentAssignee][the respective Assignees], and grant to [the][each] Assignee hereby irrevocably purchases and assumes from [the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interestAssignor][the respective Assignors], and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing StandardStandard Terms and Conditions attached hereto as Annex 1 and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.
Appears in 5 contracts
Samples: Term Loan Credit Agreement (Oncor Electric Delivery Co LLC), Term Loan Credit Agreement (Oncor Electric Delivery Co LLC), Term Loan Credit Agreement (Oncor Electric Delivery Co LLC)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Subject to the provisions of Section 5(f), the Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder such Noteholders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder each other Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
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)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof, each of the Non-Lead Securitization Note Holders and the Note B Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Subject to the provisions of Section 5(f) hereof, each of the Non-Lead Securitization Note Holders and the Note B Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Each of the Non-Lead Securitization Note Holders and the Note B Holder hereby appoint appoints the Lead Securitization Note Holder as their its agent, and grant grants to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their its proxy, for the purpose of exercising any and all rights and taking any and all actions available to each of the Non-Lead Securitization Note Holders and the Note B Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Each of the Non-Lead Securitization Note Holders and the Note B Holder in its capacity as such, hereby agree agrees that, upon the request of the Lead Securitization Note Holder, the such Non-Lead Securitization Note Holder or Note B Holder, as applicable, shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 4 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)
Bankruptcy. Subject to Section 5(c6(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note Holder, Holder can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization each other Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
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)
Bankruptcy. Subject to the provisions of Section 5(c)4(f) hereof and the Accepted Servicing Practices, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Master Servicer on its behalf) has the right to institute, file, 44 commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 4(f) hereof and the Accepted Servicing Practices, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Subject to the provisions of Section 4(f), the Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Noteholders (including the Controlling Noteholder) in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 4(f), the Non-Lead Securitization Note Holder each other Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Accepted Servicing StandardPractices.
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)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof, each Note Holder the Junior Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Senior Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof, the Junior Noteholder further agrees that only the Lead Securitization Note HolderSenior Noteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Junior Noteholder hereby appoint appoints the Lead Securitization Note Holder Senior Noteholder as their its agent, and grant grants to the Lead Securitization Note Holder Senior Noteholder an irrevocable power of attorney coupled with an interest, and their its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Junior Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Junior Noteholder in its capacity as such, hereby agree agrees that, upon the request of the Lead Securitization Note HolderSenior Noteholder, the Non-Lead Securitization Note Holder such Junior Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Senior Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Senior Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing StandardStandard and this Agreement.
Appears in 4 contracts
Samples: Co Lender Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C3), Co Lender Agreement (CSAIL 2017-C8 Commercial Mortgage Trust)
Bankruptcy. Subject to Section 5(cSections 2(a) and 5(b), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not any of the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 4 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2023-C19), Co Lender Agreement (Bank5 2023-5yr1), Co Lender Agreement (FIVE 2023-V1 Mortgage Trust)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder Servicer has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note HolderServicer, and not the Non-Lead Securitization Note HolderHolders or any of their representatives, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder Servicer as their agent, and grant to the Lead Securitization Note Holder Servicer an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note HolderServicer, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Servicer all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Servicer may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
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)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to each of the holder of a Non-Lead Securitization Note or the Note B Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder such Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
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)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to each of the Non-Lead Securitization Note A-2 Holder, the Note B Holder and the Note C Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder such Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
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)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Subject to the provisions of Section 5(f) hereof, the Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to each of the Non-Lead Securitization Note A-2 Holder, the Note A-3 Holder, the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder such Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 4 contracts
Samples: Agreement (JPMDB Commercial Mortgage Securities Trust 2018-C8), Agreement (Bank 2018-Bnk11), Agreement (Benchmark 2018-B3 Commercial Mortgage Trust)
Bankruptcy. Subject to Section 5(c5(d), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Controlling Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Controlling Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Controlling Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.and
Appears in 3 contracts
Samples: Co Lender Agreement (BMO 2023-C5 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2023-C19), Co Lender Agreement (Bank5 2023-5yr1)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof, each Non-Lead Senior Noteholder and the Note B Holder hereby covenants covenant and agrees agree that only the Lead Securitization Note Holder Senior Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Subject to the provisions of Section 5(f) hereof, each Non-Lead Senior Noteholder and the Note B Holder further agrees agree that only the Lead Securitization Note HolderSenior Noteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Each Non-Lead Senior Noteholder and the Note Holders B Holder hereby appoint the Lead Securitization Note Holder Senior Noteholder as their agent, and grant grants to the Lead Securitization Note Holder Senior Noteholder an irrevocable power of attorney coupled with an interest, and their its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the each Non-Lead Securitization Senior Noteholder and the Note B Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.45
Appears in 3 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2019-C5), Co Lender Agreement (BBCMS Mortgage Trust 2019-C4), Co Lender Agreement (BBCMS Mortgage Trust 2019-C3)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the any Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the any Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the any Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the any Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the any Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grantxxxxx. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing StandardStandard and the terms of this Agreement.
Appears in 3 contracts
Samples: Agreement Between Note Holders (Bank 2024-Bnk47), Agreement Between Note Holders (BBCMS Mortgage Trust 2024-C26), Agreement Between Note Holders (BBCMS Mortgage Trust 2024-C24)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Subject to the provisions of Section 5(f), the Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note B Holder and the Controlling Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder each other Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 3 contracts
Samples: Agreement Between Noteholders (DBGS 2018-C1 Mortgage Trust), Agreement (COMM 2018-Cor3 Mortgage Trust), Agreement (COMM 2018-Cor3 Mortgage Trust)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof, each of the Non-Controlling Note Holder and the Note B Holder hereby covenants and agrees that only the Lead Securitization Note A-1 Holder has (or the Servicer on its behalf) have the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Subject to the provisions of Section 5(f) hereof, each Non-Controlling Note Holder and the Note B Holder further agrees that only the Lead Securitization Note A-1 Holder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Each Non-Controlling Note Holder and the Note B Holder hereby appoints the Note A-1 Holder as their its agent, and grant grants to the Lead Securitization Note A-1 Holder an irrevocable power of attorney coupled with an interest, and their its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the each Non-Lead Securitization Controlling Note Holder and the Note B Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Each Non-Controlling Note Holders Holder and the Note B Holder in its capacity as such, hereby agree agrees that, upon the request of the Lead Securitization Note A-1 Holder, the such Non-Lead Securitization Controlling Note Holder or Note B Holder, as applicable, shall execute, acknowledge and deliver to the Lead Securitization Note A-1 Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note A-1 Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 3 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)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to each of the Non-Lead Securitization Note A-2 Holder and the Note B Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder such Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 3 contracts
Samples: Agreement (CD 2018-Cd7 Mortgage Trust), Agreement (GS Mortgage Securities Trust 2016-Gs3), Agreement (Gs Mortgage Securities Corp Ii)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof, each of the Non-Lead Securitization Note Holder Holders and the Junior Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof, the each of the Non-Lead Securitization Noteholders and the Junior Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Each of the Non-Lead Securitization Noteholders and the Junior Noteholder hereby appoint appoints the Lead Securitization Note Holder Noteholder as their its agent, and grant grants to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the each of the Non-Lead Securitization Note Holder Noteholders and Junior Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Each of the Non-Lead Securitization Noteholders and the Junior Noteholder in its capacity as such, hereby agree agrees that, upon the request of the Lead Securitization Note HolderNoteholder, the such Non-Lead Securitization Note Holder Noteholder or Junior Noteholder, as applicable, shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 3 contracts
Samples: Amended And (Morgan Stanley Capital I Trust 2015-Ubs8), Agreement Between Noteholders (CSAIL 2015-C3 Commercial Mortgage Trust), Agreement Between Noteholders (Bank of America Merrill Lynch Commercial Mortgage Trust 2015-Ubs7)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Non-Lead Securitization Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the such Non-Lead Securitization Note Holder Holders shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
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)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Subject to the provisions of Section 5(f), the Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Subordinate Noteholders and the Controlling Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder each other Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 3 contracts
Samples: Agreement Between Noteholders (Benchmark 2019-B15 Mortgage Trust), Agreement Between Noteholders (COMM 2019-Gc44 Mortgage Trust), Agreement Between Noteholders (Benchmark 2019-B14 Mortgage Trust)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 3 contracts
Samples: Co Lender Agreement (Morgan Stanley Capital I Trust 2015-Ubs8), Co Lender Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Co Lender Agreement (Bank of America Merrill Lynch Commercial Mortgage Trust 2015-Ubs7)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note A-1-A Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note A-1-A Holder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Noteholders hereby appoint the Lead Securitization Note A-1-A Holder as their agent, and grant to the Lead Securitization Note A-1-A Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Subordinate Noteholder and the Controlling Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderA-1-A Holder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder each other Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note A-1-A Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note A-1-A Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 3 contracts
Samples: Agreement (Benchmark 2018-B8 Mortgage Trust), Agreement (Citigroup Commercial Mortgage Trust 2018-C6), Agreement (Benchmark 2018-B7 Mortgage Trust)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to each of the Non-Lead Securitization Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note B Holder and the Controlling Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder such Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
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)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note A Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note A Holder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Noteholders hereby appoint the Lead Securitization Note A Holder as their agent, and grant to the Lead Securitization Note A Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note B Holder and the Controlling Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderA Holder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder such Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note A Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note A Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 3 contracts
Samples: Agreement (BENCHMARK 2018-B2 Mortgage Trust), Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp5), Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp4)
Bankruptcy. Subject to Section 5(c5(b), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not any of the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 3 contracts
Samples: Co Lender Agreement (Benchmark 2020-B17 Mortgage Trust), Co Lender Agreement (Benchmark 2020-Ig1 Mortgage Trust), Co Lender Agreement (Benchmark 2020-B16 Mortgage Trust)
Bankruptcy. Subject to Section 5(c5(d), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note HolderHolders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 3 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)
Bankruptcy. Subject to Section Sections 2(a) and 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grantxxxxx. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing StandardStandard and the terms of this Agreement.
Appears in 3 contracts
Samples: Agreement Between Note Holders (BMO 2024-5c5 Mortgage Trust), Agreement Between Note Holders (BMO 2024-5c4 Mortgage Trust), Agreement Between Note Holders (Benchmark 2024-V6 Mortgage Trust)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to each of the Non-Lead Securitization Note A-1 Holder, the Note A-3 Holder and the Note B Holders and the Controlling Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder such Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 3 contracts
Samples: Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp7), Agreement (DBJPM 2017-C6 Mortgage Trust), Agreement Between Noteholders (JPMCC Commercial Mortgage Securities Trust 2017-Jp6)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the any Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the any Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the any Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the any Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the any Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing StandardStandard and the terms of this Agreement.
Appears in 3 contracts
Samples: Agreement Between Note Holders (MSWF Commercial Mortgage Trust 2023-2), Agreement Between Note Holders (BBCMS Mortgage Trust 2023-C22), Agreement Between Note Holders (BBCMS Mortgage Trust 2023-C21)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof, each Non-Lead Senior Noteholder and the Note A-B Holder hereby covenants covenant and agrees agree that only the Lead Securitization Note Holder Senior Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Subject to the provisions of Section 5(f) hereof, each Non-Lead Senior Noteholder and the Note A-B Holder further agrees agree that only the Lead Securitization Note Holder, and not the Non-Lead Securitization Note HolderSenior Noteholder as a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Each Non-Lead Senior Noteholder and the Note Holders hereby A-B Holder appoint the Lead Securitization Note Holder Senior Noteholder as their agent, and grant grants to the Lead Securitization Note Holder Senior Noteholder an irrevocable 44 power of attorney coupled with an interest, and their its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the each Non-Lead Securitization Senior Noteholder and the Note A-B Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Each Non-Lead Senior Noteholder and the Note Holders A-B Holder hereby agree agrees that, upon the request of the Lead Securitization Note HolderSenior Noteholder, the each Non-Lead Securitization Senior Noteholder and the Note A-B Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Senior Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Senior Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.Standard and this Agreement..
Appears in 3 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2019-C5), Co Lender Agreement (UBS Commercial Mortgage Trust 2019-C17), Co Lender Agreement (BBCMS Mortgage Trust 2019-C4)
Bankruptcy. Subject to the provisions of Section 5(c)5(f) hereof and the Servicing Standard, each Note Holder Noteholder hereby covenants and agrees that only the Lead Securitization Note Holder Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization Note HolderNoteholder, and not the Non-Lead Securitization Note Holderas a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower Borrowers under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders Subject to the provisions of Section 5(f), the Noteholders hereby appoint the Lead Securitization Note Holder Noteholder as their agent, and grant to the Lead Securitization Note Holder Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder Subordinate Noteholders and the Controlling Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders Noteholders, hereby agree that, upon the request of the Lead Securitization Note HolderNoteholder but subject to the provisions of Section 5(f), the Non-Lead Securitization Note Holder each other Noteholder shall execute, acknowledge and deliver to the Lead Securitization Note Holder Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 3 contracts
Samples: Agreement Between Noteholders (Benchmark 2021-B27 Mortgage Trust), Agreement Between Noteholders (Benchmark 2021-B26 Mortgage Trust), Agreement Between Noteholders (Bank 2021-Bnk33)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Each Note Holders Holder hereby appoint confirms its prior appointment of the Lead Securitization Note Holder as their its agent, and grant grants to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the such Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Each Non-Lead Securitization Note Holders Holder hereby agree agrees that, upon the request of the Lead Securitization Note Holder, the such Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 3 contracts
Samples: Agreement Among Note Holders (GS Mortgage Securities Trust 2017-Gs7), Agreement Among Note Holders (UBS Commercial Mortgage Trust 2017-C1), Agreement Among Note Holders (GS Mortgage Securities Trust 2017-Gs6)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grantgxxxx. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing StandardStandard and the terms of this Agreement.
Appears in 3 contracts
Samples: Agreement Between Note Holders (Bank5 2023-5yr3), Agreement Between Note Holders (BBCMS 2023-C20), Agreement Between Note Holders (Bank5 2023-5yr2)
Bankruptcy. Subject to Section 5(c5(d), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 2 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2024-C63), Co Lender Agreement (BBCMS Mortgage Trust 2024-C28)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Each Non-Lead Securitization Note Holders Holder hereby agree agrees that, upon the request of the Lead Securitization Note Holder, the such Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 2 contracts
Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2022-C15), Agreement Between Note Holders (BBCMS Mortgage Trust 2022-C14)
Bankruptcy. Subject to Section 5(c)) herein and the Lead Securitization Servicing Agreement, each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing StandardStandard and the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement Between Note Holders (CFCRE 2017-C8 Mortgage Trust), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2017-Rb1)
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Nonany non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, the each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.
Appears in 2 contracts
Samples: Agreement Between Note Holders (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C25), Agreement Between Note Holders (JPMBB Commercial Mortgage Securities Trust 2015-C31)
