Common use of Provisions Relating to Securitization Clause in Contracts

Provisions Relating to Securitization. (a) For so long as an Initial Note Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”) reallocating the principal of its Note(s) or severing its Note(s) into one or more further “component” notes in the aggregate principal amount equal to the then-outstanding principal balance of its Note(s), provided that (i) the aggregate principal balance of the New Notes following such amendments is no greater than the principal balance of the related original Note(s) prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, to the trustee and the applicable master servicer of such Securitization) in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s), (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 23 contracts

Samples: Co Lender Agreement (MSWF Commercial Mortgage Trust 2023-1), Co Lender Agreement (BBCMS Mortgage Trust 2023-C21), Co Lender Agreement (BMO 2023-5c2 Mortgage Trust)

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Provisions Relating to Securitization. (a) For so long as an Initial any Note Holder or its Affiliate (an each, a Initial Note Holder Resizing Entity”) is the owner of its Note(sany Note that is not included in a Securitization (each, an “Owned Note”), such Initial Note Holder Resizing Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case each case, as applicable “New Notes”) reallocating the principal an Owned Note to such New Notes; reducing the Mortgage Interest Rates of its Note(s) such New Notes or severing its Note(s) an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)such Owned Note, provided that (i) the aggregate principal balance of the all outstanding New Notes following such amendments is no greater than the aggregate principal balance of the related original Note(s) Owned Note prior to such amendments, (ii) all New Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Notes prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Resizing Entity holding the New Notes shall notify the other Holders (orNote Holders, for any Note that has been contributed to a Securitization, and to the trustee extent applicable, the Master Servicer, the Special Servicer, the Certificate Administrator and the applicable master servicer of such Securitization) Trustee in writing of such modified allocations and principal amounts. If the Lead Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement, no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoingforegoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, with respect to clauses (1i) through (iv), as certified by the Resizing Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Agreement Documents and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders Holders, as applicable, solely for the purpose of reflecting such reallocation of principal or such severing and that each New Note shall be a “Note” hereunder and for purposes of Note(s), (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the adding and modifying any definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notesthereto. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 8 contracts

Samples: Co Lender Agreement (GS Mortgage Securities Trust 2019-Gc42), Co Lender Agreement (CFCRE 2017-C8 Mortgage Trust), Lender Agreement

Provisions Relating to Securitization. (a) For so long as an any Initial Note Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(srelated Note (for purposes of this Section 18(a), the “Subject Note”, then such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”) reallocating the principal of its Note(s) the Subject Note among the New Notes; reducing the Mortgage Interest Rates of such New Notes or severing its Note(s) the Subject Note into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)the Subject Note, provided that (i) the aggregate principal balance of the New Notes following such amendments is no greater than the principal balance of the related original Note(s) Subject Note prior to such amendments, (ii) all New Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Subject Note prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the other Holders (or, for if any such other Note that has been contributed to shall have included in a Securitization, then it shall notify the parties to the trustee and the applicable master servicer of PSA governing such Securitizationother Note) in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, any reduction of Mortgage Interest Rates or such severing of Note(s)the Subject Note, (2) if a the Subject Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Subject Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph Section 18(a).

Appears in 7 contracts

Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C40), Co Lender Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34), Co Lender Agreement (Bank 2017-Bnk7)

Provisions Relating to Securitization. (a) For so long as an Initial Note Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”) reallocating the principal of its Note(s) or severing its Note(s) into one or more further “component” notes in the aggregate principal amount equal to the then-outstanding principal balance of its Note(s), provided that (i) the aggregate principal balance of the New Notes following such amendments is no greater than the principal balance of the related original Note(s) prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, to the trustee and the applicable master servicer of such Securitization) in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s), (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1A-2, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 A-2 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 7 contracts

Samples: Lender Agreement (BMO 2024-5c4 Mortgage Trust), Co Lender Agreement (FIVE 2023-V1 Mortgage Trust), Lender Agreement (BBCMS Mortgage Trust 2024-5c25)

Provisions Relating to Securitization. (a) For so long as an Initial The Note A-1 Holder or its Affiliate (an “Initial and the Note A-2 Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case case, the “New Notes”) reallocating the principal of its Note(s) Note A-1 or Note A-2 among other New Notes; reducing the Interest Rates of such New Notes or severing its Note(s) the Note A-1 or A-2 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-1 or A-2, as applicable, provided that (i) the aggregate principal balance of the New Notes and following such amendments is no greater than the principal balance of the related respective original Note(s) Note prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the respective original Note(s) Note prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity entity holding the New Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee Servicing Agreement and the applicable master servicer of such Securitization) Non-Lead Servicing Agreement in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all either of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s)Note A-1 or Note A-2, (2) if a Note A-1 or Note A-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(aSection 21(a). The Holder whose Note is being reallocated or split pursuant to this Section 21(a) shall reimburse the other Holder for all costs and expenses incurred by the other Holder in connection with the reallocation or split.

Appears in 7 contracts

Samples: Lender Agreement (Wells Fargo Commercial Mortgage Trust 2019-C54), Co Lender Agreement (BBCMS Mortgage Trust 2019-C4), Co Lender Agreement

Provisions Relating to Securitization. (a) For so long as an Initial Note A-2 is not in a securitization, the Note A-2 Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-2 Notes”) reallocating the principal of its Note(s) Note A-2 among other New A-2 Notes; reducing the Interest Rates of such New A-2 Notes or severing its Note(s) the Note A-2 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-2, provided that (i) the aggregate principal balance of the New A-2 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-2 prior to such amendments, (ii) all New A-2 Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Note A-2 prior to such amendments, (iii) all New A-2 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-2 Holder Entity holding the New A-2 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee Note A-1 PSA and the applicable master servicer of such Securitization) Note A-2 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, reduction of Interest Rates or such severing of Note(s)Note A-2, (2) if a Note A-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 6 contracts

Samples: Co Lender Agreement (CFCRE 2016-C3 Mortgage Trust), Co Lender Agreement (COMM 2016-Dc2 Mortgage Trust), Co Lender Agreement (COMM 2015-Lc23 Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as an Initial Note Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”) reallocating the principal of its Note(s) or severing its Note(s) into one or more further “component” notes in the aggregate principal amount equal to the then-outstanding principal balance of its Note(s), provided that (i) the aggregate principal balance of the New Notes following such amendments is no greater than the principal balance of the related original Note(s) prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, to the trustee and the applicable master servicer of such Securitization) in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s), (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 5 contracts

Samples: Co Lender Agreement (Morgan Stanley Capital I Trust 2021-L5), Lender Agreement (Benchmark 2021-B31 Mortgage Trust), Co Lender Agreement (GS Mortgage Securities Trust 2020-Gsa2)

Provisions Relating to Securitization. (a) For so long as GACC or an Initial Note Holder or its Affiliate of GACC (an the “Initial Note Holder EntityA-2-2 Holder”) is the owner of its Note(s)Note A-2-2, such the Initial Note A-2-2 Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-2-2 Notes”) reallocating the principal of its Note(s) Note A-2-2 among other New A-2-2 Notes; reducing the Interest Rates of such New A-2-2 Notes or severing its Note(s) the Note A-2-2 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-2-2, provided that (i) the aggregate principal balance of the New A-2-2 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-2-2 prior to such amendments, (ii) all New A-2-2 Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Note A-2-2 prior to such amendments, (iii) all New A-2-2 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-2-2 Holder Entity holding the New A-2-2 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee Note A-1 PSA and the applicable master servicer of such Securitization) Note A-2-2 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, reduction of Interest Rates or such severing of Note(s)Note A-2-2, (2) if a Note A-2-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2-2 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 5 contracts

Samples: Co Lender Agreement (CD 2016-Cd2 Mortgage Trust), Co Lender Agreement (COMM 2016-Cor1 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5)

Provisions Relating to Securitization. (a) For so long as an any Initial Note Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(srelated Note (for purposes of this Section 18(a), the “Subject Note”, then such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”) reallocating the principal of its Note(s) the Subject Note among the New Notes; reducing the Mortgage Interest Rates of such New Notes or severing its Note(s) the Subject Note into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)the Subject Note, provided that (i) the aggregate principal balance of the New Notes following such amendments is no greater than the principal balance of the related original Note(s) Subject Note prior to such amendments, (ii) all New Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Subject Note prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the other Note Holders (or, for if any such other Note that has been contributed to shall have included in a Securitization, then it shall notify the parties to the trustee and the applicable master servicer of PSA governing such Securitizationother Note) in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, any reduction of Mortgage Interest Rates or such severing of Note(s)the Subject Note, (2) if a the Subject Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Subject Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph Section 18(a).

Appears in 5 contracts

Samples: Co Lender Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P7), Co Lender Agreement (CD 2017-Cd4 Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as Ladder or GACC or an Initial Note Holder or its Affiliate thereof (an “Initial Note Holder EntityHolder”) is the owner of its Note(sa Note (each, an “Owned Note”), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”) reallocating the principal of its Note(s) the related Owned Note to such New Notes; or severing its Note(sthe related Owned Note (or such New Notes) into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)the related Owned Note, or New Notes, as applicable, provided that (i) the aggregate principal balance of the such New Notes following such amendments is no greater than the principal balance of the related original Note(s) Owned Note, or New Notes, as applicable, prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(srelated Owned Note (or such New Notes) prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and Agreement, (iv) the Initial Note Holder Entity holding the such New Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee and the applicable master servicer of such Securitization) Lead Securitization in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes shall not violate the Servicing Standard. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s)the related Owned Note, or New Notes, as applicable,, (2) if a an Owned Note or New Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes, as applicable. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a). The Initial Note Holder whose Owned Note or New Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

Appears in 5 contracts

Samples: Co Lender Agreement (COMM 2016-Ccre28 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C2), Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)

Provisions Relating to Securitization. (a) For so long as Citi or an Initial Note Holder or its Affiliate of Citi (an the “Initial Note Holder EntityA-1 Holder”) is the owner of its Note(s)Note A-1, such the Initial Note A-1 Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-1 Notes”) reallocating the principal of its Note(s) Note A-1 among other New A-1 Notes; reducing the Mortgage Interest Rates of such New A-1 Notes or severing its Note(s) the Note A-1 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-1, provided that (i) the aggregate principal balance of the New A-1 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-1 prior to such amendments, (ii) all New A-1 Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Note A-1 prior to such amendments, (iii) all New A-1 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-1 Holder Entity holding the New A-1 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee Note A-2 PSA (if the Note A-2 PSA is different from the Note A-1 PSA), the Note A-3 PSA, the Note A-4A PSA and the applicable master servicer of such Securitization) Note A-4B PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, any reduction of Mortgage Interest Rates or such severing of Note(s)Note A-1, (2) if a Note A-1 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-1 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 4 contracts

Samples: Lender Agreement (CD 2016-Cd2 Mortgage Trust), Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp4), Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C3)

Provisions Relating to Securitization. (a) For Subject to the terms of the Loan Agreement, for so long as Natixis or an Initial Note Holder or its Affiliate of Natixis (an the “Initial Note Holder EntityA-1 Holder”) is the owner of its Note(s)Note A-1, such the Initial Note A-1 Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-1 Notes”) reallocating the principal of its Note(s) Note A-1 among other New A-1 Notes; reducing the Interest Rates of such New A-1 Notes or severing its Note(s) the Note A-1 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-1, provided that (i) the aggregate principal balance of the New A-1 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-1 prior to such amendments, (ii) all New A-1 Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Note A-1 prior to such amendments, (iii) all New A-1 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-1 Holder Entity holding the New A-1 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee and the applicable master servicer of such Securitization) Note A-4 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, reduction of Interest Rates or such severing of Note(s)Note A-1, (2) if a Note A-1 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-1 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 4 contracts

Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Nxs5), Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P3)

Provisions Relating to Securitization. (a) For so long as BSP or an Initial Note Holder or its Affiliate of BSP (an “Initial Note Holder EntityA-2 Holder”) is the owner of its Note(s)Note A-2, such Initial Note A-2 Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case case, the “New A-2 Notes”) reallocating the principal of its Note(s) Note A-2 among other New A-2 Notes; reducing the Interest Rates of such New A-2 Notes or severing its Note(s) the Note A-2 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-2, provided that (i) the aggregate principal balance of the New A-2 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-2 prior to such amendments, (ii) all New A-2 Notes continue to have the same weighted average interest rate as the original Note(s) Note A-2 prior to such amendments, (iii) all New A-2 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity entity holding the New A-2 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee Servicing Agreement and the applicable master servicer of such Securitization) Non-Lead Servicing Agreement in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all either of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s)Note A-2, (2) if a Note A-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(aSection 21(a). The Holder whose Note is being reallocated or split pursuant to this Section 21(a) shall reimburse the other Holder for all costs and expenses incurred by the other Holder in connection with the reallocation or split.

Appears in 4 contracts

Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2021-C59), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2021-C59)

Provisions Relating to Securitization. (a) For so long as an Initial Note A-2 is not in a securitization, the Note A-2 Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-2 Notes”) reallocating the principal of its Note(s) Note A-2 among other New A-2 Notes; reducing the Interest Rates of such New A-2 Notes or severing its Note(s) the Note A-2 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-2, provided that (i) the aggregate principal balance of the New A-2 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-2 prior to such amendments, (ii) all New A-2 Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Note A-2 prior to such amendments, (iii) all New A-2 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-2 Holder Entity holding the New A-2 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee and the applicable master servicer of such Securitization) Note A-2 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, reduction of Interest Rates or such severing of Note(s)Note A-2, (2) if a Note A-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 4 contracts

Samples: Co Lender Agreement (CFCRE 2016-C4 Mortgage Trust), Co Lender Agreement (COMM 2016-Ccre28 Mortgage Trust), Co Lender Agreement (COMM 2016-Ccre28 Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as Natixis or an Initial Note Holder or its Affiliate of Natixis (an “Initial Note Holder EntityHolder”) is the owner of its Note(s)any Notes, such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (in either case the “New Notes”) reallocating the principal of its Note(sthe Note or Notes that it owns (but in no case any Note that it does not own) among Amended Notes and New Notes or severing its Note(s) a Note into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the related original Note(s) Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) Amended Note of which is was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the each other Holders (orHolder, for as applicable, and, if any other Note that has been contributed to included in a Securitizationsecuritization, to the trustee parties under each applicable pooling and the applicable master servicer of such Securitization) servicing agreement, in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s)a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1Note, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New NotesNotes and (4) if Natixis is the current Directing Holder, it may designate the holder of a different Note to be the Directing Holder. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(aSection 21(a). The Initial Note Holder whose Note is being reallocated or split pursuant to this Section 21(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split. If a New Note is created out of the Lead Note the Initial Note A-1 Holder shall designate which Note will be the Lead Securitization Note hereunder.

Appears in 4 contracts

Samples: Co Lender Agreement (CSAIL 2018-Cx12 Commercial Mortgage Trust), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C11), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C13)

Provisions Relating to Securitization. (avii) For so long as an any Initial Note Holder or its an Affiliate thereof (an each, a Initial Note Holder Resizing Entity”) is the owner of its Note(sany Note (each, an “Owned Note”), such Initial Note Holder Resizing Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case each case, as applicable “New Notes”) reallocating the principal an Owned Note to such New Notes; reducing the Mortgage Interest Rates of its Note(s) such New Notes or severing its Note(s) an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)such Owned Note, provided that (i) the aggregate principal balance of the all outstanding New Notes following such amendments is no greater than the aggregate principal balance of the related original Note(s) Owned Note prior to such amendments, (ii) all New Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Notes prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Resizing Entity holding the New Notes shall notify the other Holders (orLead Note Holder, for any Note that has been contributed to a Securitizationthe Master Servicer, to the trustee Special Servicer, the Certificate Administrator and the applicable master servicer of such Securitization) Trustee in writing of such modified allocations and principal amounts. If the Lead Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement, no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoingforegoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, with respect to clauses (1i) through (iv), as certified by the Resizing Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Agreement Documents and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders Holders, as applicable, solely for the purpose of reflecting such reallocation of principal or such severing and that each New Note shall be a “Note” hereunder and for purposes of Note(s), (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the adding and modifying any definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notesthereto. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 4 contracts

Samples: Co Lender Agreement (Morgan Stanley Capital I Trust 2016-Ubs12), Co Lender Agreement (Morgan Stanley Capital I Trust 2016-Ubs12), Co Lender Agreement (CFCRE 2016-C7 Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as Citi or an Initial Note Holder or its Affiliate of Citi (an the “Initial Note Holder EntityA-1-1 Holder”) is the owner of its Note(s)Note A-1-1, such the Initial Note A-1-1 Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-1-1 Notes”) reallocating the principal of its Note(s) Note A-1-1 among other New A-1-1 Notes; reducing the Mortgage Interest Rates of such New A-1-1 Notes or severing its Note(s) the Note A-1-1 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-1-1, provided that (i) the aggregate principal balance of the New A-1-1 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-1-1 prior to such amendments, (ii) all New A-1-1 Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Note A-1-1 prior to such amendments, (iii) all New A-1-1 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-1-1 Holder Entity holding the New A-1-1 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee Note A-1-2 PSA, the Note A-2 PSA, the Note A-3 PSA, the Note A-4 PSA and the applicable master servicer of such Securitization) Note A-5 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, any reduction of Mortgage Interest Rates or such severing of Note(s)Note A-1-1, (2) if a Note A-1-1 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-1-1 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 4 contracts

Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C2), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C1), Co Lender Agreement (Bank of America Merrill Lynch Commercial Mortgage Trust 2016-Ubs10)

Provisions Relating to Securitization. (a) For so long as an Initial Note initial Holder or its an Affiliate of an initial Holder (an “Initial Note Holder EntityHolder”) is the owner of its Note(s)a Note, such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”) reallocating the principal of its Note(s) the Note or Notes held by such Initial Holder among other New Notes; reducing the Interest Rates of such New Notes or severing its Note(s) the Note held by such Initial Holder into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)such Note, provided that (i) the aggregate principal balance of the such New Notes following such amendments is no greater than the principal balance of the related original Note(s) Note prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) related Note prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, and the parties to the trustee and the applicable master servicer of such Securitization) PSAs in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s)such Note, (2) if a any Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is that with respect to Note A-1, then only one component may be designated as the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), ) and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 4 contracts

Samples: Co Lender Agreement (COMM 2016-Ccre28 Mortgage Trust), Co Lender Agreement (CFCRE 2016-C3 Mortgage Trust), Co Lender Agreement (GS Mortgage Securities Trust 2015-Gs1)

Provisions Relating to Securitization. (a) For so long as an Initial Note Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”) reallocating the principal of its Note(s) or severing its Note(s) into one or more further “component” notes in the aggregate principal amount equal to the then-outstanding principal balance of its Note(s), provided that (i) the aggregate principal balance of the New Notes following such amendments is no greater than the principal balance of the related original Note(s) prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, to the trustee and the applicable master servicer of such Securitization) in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s), (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).,

Appears in 4 contracts

Samples: Lender Agreement (Benchmark 2022-B32 Mortgage Trust), Co Lender Agreement (Benchmark 2022-B34 Mortgage Trust), Co Lender Agreement (Benchmark 2022-B35 Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as Citi or an Initial Note Holder or its Affiliate of Citi (an the “Initial Note Holder EntityA-1 Holder”) is the owner of its Note(s)Note A-1, such the Initial Note A-1 Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-1 Notes”) reallocating the principal of its Note(s) Note A-1 among other New A-1 Notes; reducing the Mortgage Interest Rates of such New A-1 Notes or severing its Note(s) the Note A-1 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-1, provided that (i) the aggregate principal balance of the New A-1 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-1 prior to such amendments, (ii) all New A-1 Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Note A-1 prior to such amendments, (iii) all New A-1 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-1 Holder Entity holding the New A-1 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee and the applicable master servicer of such Securitization) Note A-2 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, any reduction of Mortgage Interest Rates or such severing of Note(s)Note A-1, (2) if a Note A-1 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-1 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 3 contracts

Samples: Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C2), Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C2), Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C1)

Provisions Relating to Securitization. (a) For so long as CCRE or an Initial Note Holder or its Affiliate of CCRE (an the “Initial Note Holder EntityA-1 Holder”) is the owner of its Note(s)Note A-2, such the Initial Note A-2 Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-2 Notes”) reallocating the principal of its Note(s) Note A-2 among other New A-2 Notes; reducing the Interest Rates of such New A-2 Notes or severing its Note(s) the Note A-2 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-2, provided that (i) the aggregate principal balance of the New A-2 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-2 prior to such amendments, (ii) all New A-2 Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Note A-2 prior to such amendments, (iii) all New A-2 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-2 Holder Entity holding the New A-2 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee Note A-1 PSA and the applicable master servicer of such Securitization) Note A-2 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, reduction of Interest Rates or such severing of Note(s)Note A-2, (2) if a Note A-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 3 contracts

Samples: Lender Agreement (CFCRE 2016-C4 Mortgage Trust), Lender Agreement (CFCRE 2016-C3 Mortgage Trust), Lender Agreement (COMM 2015-Ccre27 Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as an Initial Note A-4-2 is not in a securitization, the Note A-4-2 Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-4-2 Notes”) reallocating the principal of its Note(s) Note A-4-2 among other New A-4-2 Notes; reducing the Interest Rates of such New A-4-2 Notes or severing its Note(s) the Note A-4-2 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-4-2, provided that (i) the aggregate principal balance of the New A-4-2 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-4-2 prior to such amendments, (ii) all New A-4-2 Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Note A-4-1 prior to such amendments, (iii) all New A-4-2 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-4-2 Holder Entity holding the New A-4-2 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee Note A-1 PSA, the Note A-2 PSA and the applicable master servicer of such Securitization) C4 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, reduction of Interest Rates or such severing of Note(s)Note A-4-2, (2) if a Note A-4-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-4-2 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a18(c).

Appears in 3 contracts

Samples: Co Lender Agreement (CFCRE 2016-C3 Mortgage Trust), Co Lender Agreement (CFCRE 2016-C4 Mortgage Trust), Co Lender Agreement (SG Commercial Mortgage Securities Trust 2016-C5)

Provisions Relating to Securitization. (a) For so long as an Initial Note A-1 is not in a securitization, the Note A-1 Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-1 Notes”) reallocating the principal of its Note(s) Note A-1 among other New A-1 Notes; reducing the Interest Rates of such New A-1 Notes or severing its Note(s) the Note A-1 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-1, provided that (i) the aggregate principal balance of the New A-1 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-1 prior to such amendments, (ii) all New A-1 Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Note A-1 prior to such amendments, (iii) all New A-1 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-1 Holder Entity holding the New A-1 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee Note A-2 PSA and the applicable master servicer of such Securitization) Note A-3 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, reduction of Interest Rates or such severing of Note(s)Note A-1, (2) if a Note A-1 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-1 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 3 contracts

Samples: Co Lender Agreement (CFCRE 2016-C4 Mortgage Trust), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-Gc36), Co Lender Agreement (CFCRE 2016-C3 Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as Citi or an Initial Note Holder or its Affiliate of Citi (an the “Initial Note Holder EntityA-1 Holder”) is the owner of its Note(s)Note A-1, such the Initial Note A-1 Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-1 Notes”) reallocating the principal of its Note(s) Note A-1 among other New A-1 Notes; reducing the Mortgage Interest Rates of such New A-1 Notes or severing its Note(s) the Note A-1 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-1, provided that (i) the aggregate principal balance of the New A-1 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-1 prior to such amendments, (ii) all New A-1 Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Note A-1 prior to such amendments, (iii) all New A-1 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-1 Holder Entity holding the New A-1 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee Note A-2 PSA, the Note A-3 PSA and the applicable master servicer of such Securitization) Note A-4 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, any reduction of Mortgage Interest Rates or such severing of Note(s)Note A-1, (2) if a Note A-1 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-1 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 3 contracts

Samples: Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C2), Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3)

Provisions Relating to Securitization. (a) For so long as an Initial Any Note Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan DocumentsDocuments and so long as the related Note is not held by a Securitization Trust, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”) reallocating the principal of its Note(s) such Note among the New Notes; reducing the Mortgage Interest Rates of such New Notes or severing its Note(s) such Note into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)such Note, provided that (i) the aggregate principal balance of the New Notes following such amendments is no greater than the principal balance of the related original Note(s) such Note prior to such amendments, (ii) all New Notes continue to have the same weighted average or a lower interest rate as the original Note(s) such Note prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the other Note Holders (or, for any Note that has been contributed to a Securitization, to the trustee and the applicable master servicer of such Securitization) in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, any reduction of Mortgage Interest Rates or such severing of Note(s)the subject Note, (2) if a the subject Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if that only one such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the may be named in place of Note A-1 A-1-A in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), ) and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 3 contracts

Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2018-B2), Co Lender Agreement (BENCHMARK 2018-B2 Mortgage Trust), Co Lender Agreement (Benchmark 2018-B1 Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as Ladder or an Initial Note Holder or its Affiliate of Ladder (an “Initial Note Holder EntityHolder”) is the owner of its Note(s)any Note, such the Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”) reallocating the principal of its Note(s) the applicable Note among other New Notes or severing its Note(s) the applicable Note into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)such Note, provided that (i) the aggregate principal balance of the New Notes following such amendments is no greater than the principal balance of the related original Note(s) such Note prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) such Note prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and Agreement, (iv) the Initial Note Holder Entity holding the New Notes shall notify the each other Holders (orHolder, for as applicable, and, if any other Note that has been contributed to included in a Securitizationsecuritization, to the trustee and the parties under each applicable master servicer of such Securitization) PSA, in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes shall not violate the Servicing Standard. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s)any Note held by the Initial Note Holder, (2) if a any Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a). The Initial Note Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

Appears in 3 contracts

Samples: Lender Agreement (COMM 2015-Lc23 Mortgage Trust), Lender Agreement (Wells Fargo Commercial Mortgage Trust 2015-P2), Lender Agreement (COMM 2016-Ccre28 Mortgage Trust)

Provisions Relating to Securitization. (a) New Notes. For so long as an Initial a Note is not included in a Securitization, the Holder or its Affiliate of such Note (an the Initial Note Holder EntityResizing Holder”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (in either case “New Notes”) reallocating the principal of its Note(sthe Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing its Note(s) a Note into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the related original Note(s) Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Resizing Holder Entity holding the New Notes shall notify the each other Holders (orHolder, for as applicable, and, if any other Note that has been contributed to included in a Securitizationsecuritization, to the trustee and the parties under each applicable master servicer of such Securitization) PSA, in writing (which may be by email) of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s)a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1Note, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Note A-1-1 is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1-1 in the definition of “Directing Holder” and the definitions of “Lead Note” and “Lead Securitization” and “Non-Directing Holders” will be revised accordingly. Neither Rating Agency Confirmation nor approval of the Directing Holder shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph Section 18(a). The Resizing Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holder in connection with the reallocation or split.

Appears in 2 contracts

Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2019-C17), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2019-C53)

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Provisions Relating to Securitization. (aa)(a) For so long as an Initial Note Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”) reallocating the principal of its Note(s) or severing its Note(s) into one or more further “component” notes in the aggregate principal amount equal to the then-outstanding principal balance of its Note(s), provided that (i) the aggregate principal balance of the New Notes following such amendments is no greater than the principal balance of the related original Note(s) prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, to the trustee and the applicable master servicer of such Securitization) in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s), (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 2 contracts

Samples: Lender Agreement (MSWF Commercial Mortgage Trust 2023-1), Lender Agreement (Benchmark 2023-V2 Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as an Initial The Note A-2 Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case case, the “New A-2 Notes”) reallocating the principal of its Note(s) Note A-2 among other New A-2 Notes; reducing the Interest Rates of such New A-2 Notes or severing its Note(s) the Note A-2 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-2, provided that (i) the aggregate principal balance of the New A-2 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-2 prior to such amendments, (ii) all New A-2 Notes continue to have the same weighted average interest rate as the original Note(s) Note A-2 prior to such amendments, (iii) all New A-2 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity entity holding the New A-2 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee Note A-1 PSA and the applicable master servicer of such Securitization) Note A-3 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s)Note A-2, (2) if a Note A-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(aSection 21(a). The Holder whose Note is being reallocated or split pursuant to this Section 21 shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

Appears in 2 contracts

Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2021-C59)

Provisions Relating to Securitization. (a) For so long as RMF or an Initial Note Holder or its Affiliate (an “Initial Note Holder Entity”) of RMF is the owner of its Note(s)Note A-2, such Initial the Note A-2 Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-2 Notes”) reallocating the principal of its Note(s) Note A-2 among other New A-2 Notes; reducing the Interest Rates of such New A-2 Notes or severing its Note(s) the Note A-2 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-2, provided that (i) the aggregate principal balance of the New A-2 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-2 prior to such amendments, (ii) all New A-2 Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Note A-2 prior to such amendments, (iii) all New A-2 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-2 Holder Entity holding the New A-2 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee and the applicable master servicer of such Securitization) Note A-1 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, reduction of Interest Rates or such severing of Note(s)Note A-2, (2) if a Note A-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 2 contracts

Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2015-C31), Lender Agreement (CSAIL 2016-C5 Commercial Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as Ladder, JPM or an Initial Note Holder Affiliate of Ladder or its Affiliate JPM (an “Initial Note Holder EntityHolder”) is the owner of its Note(s)any Notes, such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (in either case “New Notes”) reallocating the principal of its Note(sthe Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing its Note(s) a Note into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the related original Note(s) Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the each other Holders (orHolder, for as applicable, and, if any other Note that has been contributed to included in a Securitizationsecuritization, to the trustee and the parties under each applicable master servicer of such Securitization) PSA, in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s)a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph Section 18(a). The Initial Note Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

Appears in 2 contracts

Samples: Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C2), Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-C33)

Provisions Relating to Securitization. (a) For so long as an Initial Note Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”) reallocating the principal of its Note(s) or severing its Note(s) into one or more further “component” notes in the aggregate principal amount equal to the then-outstanding principal balance of its Note(s), provided that (i) the aggregate principal balance of the New Notes following such amendments is no greater than the principal balance of the related original Note(s) prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, to the trustee and the applicable master servicer of such Securitization) in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s), (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1A-2, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 A-2 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a). Pursuant to this Section 18(a), GACC, as the holder of Note A-1-1 and Note A-1-2 following the amendment of the Original Note A-1, confirms the continuing applicability of this Agreement to Note A-1-1 and Note A-1-2 following the amendment of the Original Note A-1, as so modified. Further, GACC certifies as to each of the following: (i) the aggregate principal balance of Note A-1-1 and Note A-1-2 following the amendment of the Original Note A-1 is no greater than the principal of the Original Note A-1 prior to such amendment, (ii) Note A-1-1 and Note A-1-2 continue to have the same weighted average interest rate as the Original Note A-1 prior to such amendment, (iii) Note A-1-1 and Note A-1-2 pay pro rata and on a pari passu basis and Note A-1-1 and Note A-1-2 are automatically subject to the terms of this Agreement, and (iv) GACC shall notify the trustee and the applicable master servicer relating to the Securitization of Note A-2, Note A-3 and Note A-4 in writing of such modified allocations and principal amounts of Note A-1-1 and Note A-1-2 on the date hereof.

Appears in 2 contracts

Samples: Co Lender Agreement (Benchmark 2023-B38 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2023-C19)

Provisions Relating to Securitization. (a) New Notes. For so long as an Initial a Note is not included in a Securitization, the Holder or its Affiliate of such Note (an the Initial Note Holder EntityResizing Holder”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (in either case “New Notes”) reallocating the principal of its Note(sthe Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing its Note(s) a Note into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the related original Note(s) Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Resizing Holder Entity holding the New Notes shall notify the each other Holders (orHolder, for as applicable, and, if any other Note that has been contributed to included in a Securitizationsecuritization, to the trustee and the parties under each applicable master servicer of such Securitization) PSA, in writing (which may be by email) of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s)a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1Note, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Note A-1 is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1 in the definition of “Designated Holder” and “Directing Holder” and the definitions of “Lead Note” and “Lead Securitization” and “Non-Directing Holder” will be revised accordingly. Neither Rating Agency Confirmation nor approval of the Directing Holder shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph Section 18(a). The Resizing Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

Appears in 2 contracts

Samples: Lender Agreement (Morgan Stanley Capital I Trust 2019-H6), Lender Agreement (CF 2019-Cf1 Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as an Initial Note Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”) reallocating the principal of its Note(s) or severing its Note(s) into one or more further “component” notes in the aggregate principal amount equal to the then-outstanding principal balance of its Note(s), provided that (i) the aggregate principal balance of the New Notes following such amendments is no greater than the principal balance of the related original Note(s) prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, to the trustee and the applicable master servicer of such Securitization) in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s), (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 A-1-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 2 contracts

Samples: Co Lender Agreement (Benchmark 2021-B28 Mortgage Trust), Co Lender Agreement (3650R 2021-Pf1 Commercial Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as an Initial a)The Note A-1 Holder or its Affiliate (an “Initial and the Note A-2 Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case case, the “New Notes”) reallocating the principal of its Note(s) Note A-1 or Note A-2 among other New Notes; reducing the Interest Rates of such New Notes or severing its Note(s) the Note A-1 or A-2 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-1 or A-2, as applicable, provided that (i) the aggregate principal balance of the New Notes and following such amendments is no greater than the principal balance of the related respective original Note(s) Note prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the respective original Note(s) Note prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity entity holding the New Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee Servicing Agreement and the applicable master servicer of such Securitization) Non-Lead Servicing Agreement in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all either of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s)Note A-1 or Note A-2, (2) if a Note A-1 or Note A-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(aSection 21(a). The Holder whose Note is being reallocated or split pursuant to this Section 21(a) shall reimburse the other Holder for all costs and expenses incurred by the other Holder in connection with the reallocation or split.

Appears in 2 contracts

Samples: Co Lender Agreement (BBCMS Mortgage Trust 2020-C7), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2020-C55)

Provisions Relating to Securitization. (a) New Notes. For so long as BNYM or an Initial Note Holder Affiliate of BNYM or its GACC or an Affiliate of GACC (an “Initial Note Holder EntityHolder”) is the owner of its Note(s)any Notes, such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (in either case “New Notes”) reallocating the principal of its Note(sthe Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing its Note(s) a Note into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the related original Note(s) Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the each other Holders (orHolder, for as applicable, and, if any other Note that has been contributed to included in a Securitizationsecuritization, to the trustee and the parties under each applicable master servicer of such Securitization) PSA, in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s)a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph Section 18(a). The Initial Note Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

Appears in 2 contracts

Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37), Co Lender Agreement (DBJPM 2016-C1 Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as an any Initial Note Holder or its an Affiliate thereof (an each, a Initial Note Holder Resizing Entity”) is the owner of its Note(sany Note (each, an “Owned Note”), such Initial Note Holder Resizing Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case each case, as applicable “New Notes”) reallocating the principal an Owned Note to such New Notes; reducing the Mortgage Interest Rates of its Note(s) such New Notes or severing its Note(s) an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)such Owned Note, provided that (i) the aggregate principal balance of the all outstanding New Notes following such amendments is no greater than the aggregate principal balance of the related original Note(s) Owned Note prior to such amendments, (ii) all New Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Notes prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Resizing Entity holding the New Notes shall notify the other Holders (orLead Note Holder, for any Note that has been contributed to a Securitizationthe Master Servicer, to the trustee Special Servicer, the Certificate Administrator and the applicable master servicer of such Securitization) Trustee in writing of such modified allocations and principal amounts. If the Lead Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement, no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoingforegoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, with respect to clauses (1i) through (iv), as certified by the Resizing Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Agreement Documents and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders Holders, as applicable, solely for the purpose of reflecting such reallocation of principal or such severing and that each New Note shall be a “Note” hereunder and for purposes of Note(s), (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the adding and modifying any definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notesthereto. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 2 contracts

Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P6), Co Lender Agreement (CD 2017-Cd3 Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as an Initial Note A-2 is not in a securitization, the Note A-2 Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-2 Notes”) reallocating the principal of its Note(s) Note A-2 among other New A-2 Notes; reducing the Interest Rates of such New A-2 Notes or severing its Note(s) the Note A-2 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-2, provided that (i) the aggregate principal balance of the New A-2 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-2 prior to such amendments, (ii) all New A-2 Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Note A-2 prior to such amendments, (iii) all New A-2 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-2 Holder Entity holding the New A-2 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee and the applicable master servicer of such Securitization) Note A-1 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, reduction of Interest Rates or such severing of Note(s)Note A-2, (2) if a Note A-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 2 contracts

Samples: Co Lender Agreement (CSAIL 2016-C5 Commercial Mortgage Trust), Co Lender Agreement (COMM 2016-Ccre28 Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as an Initial Note any Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner holder of its Note(s)a Note that is not included in a Securitization, such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or create additional notes (in either case “New Notes”) reallocating the principal of its Note(ssuch Note or Notes that it owns (but not any Note that it does not then own) among Amended Notes and New Notes or severing its Note(s) servicing a Note or Notes into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)the Notes, Amended Notes or New Notes, as applicable, provided that (i) the aggregate principal balance of the Amended Notes or New Notes Notes, as applicable, following such amendments is no greater than the principal balance of the related original Note(s) such Note or Notes prior to such amendments, (ii) all New Notes or Amended Notes, as applicable, continue to have the same weighted average or a lower interest rate as the original Note(s) such Note or Notes prior to such amendments, (iii) all New Notes or Amended Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes or Amended Notes, as applicable, shall notify the other Note Holders (or, for if any such other Note that has been contributed to shall have included in a Securitization, then it shall notify the parties to the trustee and the applicable master servicer of PSA governing such Securitizationother Note) in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, any reduction of Mortgage Interest Rates or such severing of Note(s)a Note, (2) if a any Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1Note, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes, and (4) if the Lead Note is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1 in the definition of “Directing Holder”, “First Securitization” and “Lead Note”. Neither Rating Agency Confirmation nor approval of the Directing Holder shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 2 contracts

Samples: Co Lender Agreement (GS Mortgage Securities Trust 2017-Gs6), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P7)

Provisions Relating to Securitization. (a) For so long as Natixis or an Initial Note Holder or its Affiliate of Natixis (an “Initial Note Holder EntityA-2 Holder”) is the owner of its Note(s)Note A-2, such Initial Note A-2 Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case case, the “New A-2 Notes”) reallocating the principal of its Note(s) Note A-2 among other New A-2 Notes; reducing the Interest Rates of such New A-2 Notes or severing its Note(s) the Note A-2 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-2, provided that (i) the aggregate principal balance of the Amended A-2 Notes and New A-2 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-2 prior to such amendments, (ii) all New A-2 Notes continue to have the same weighted average interest rate as the original Note(s) Note A-2 prior to such amendments, (iii) all New A-2 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-2 Holder Entity holding the New A-2 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee and the applicable master servicer of such Securitization) Note A-1 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all either of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s)Note A-2, (2) if a Note 2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(aSection 21(a). The Initial Note A-1 Holder whose Note is being reallocated or split pursuant to this Section 21(a) shall reimburse the other Holder for all costs and expenses incurred by the other Holder in connection with the reallocation or split.

Appears in 2 contracts

Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C14), Co Lender Agreement (CSAIL 2018-C14 Commercial Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as Citi or an Initial Note Holder or its Affiliate of Citi (an the “Initial Note Holder EntityA-1 Holder”) is the owner of its Note(s)Note A-1, such the Initial Note A-1 Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-1 Notes”) reallocating the principal of its Note(s) Note A-1 among other New A-1 Notes; reducing the Mortgage Interest Rates of such New A-1 Notes or severing its Note(s) the Note A-1 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-1, provided that (i) the aggregate principal balance of the New A-1 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-1 prior to such amendments, (ii) all New A-1 Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Note A-1 prior to such amendments, (iii) all New A-1 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-1 Holder Entity holding the New A-1 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee Note A-2 PSA, the Note A-3 PSA, the Note A-4 PSA and the applicable master servicer of such Securitization) Note A-5 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, any reduction of Mortgage Interest Rates or such severing of Note(s)Note A-1, (2) if a Note A-1 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-1 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 1 contract

Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C1)

Provisions Relating to Securitization. (a) For so long as GACC or an Initial Note Holder or its Affiliate of GACC (an the “Initial Note Holder EntityA-2 Holder”) is the owner of its Note(s)Note A-2, such the Initial Note A-2 Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-2 Notes”) reallocating the principal of its Note(s) Note A-2 among other New A-2 Notes; reducing the Interest Rates of such New A-2 Notes or severing its Note(s) the Note A-2 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-2, provided that (i) the aggregate principal balance of the New A-2 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-2 prior to such amendments, (ii) all New A-2 Notes continue to have the same weighted average or a lower interest rate as the original Note(s) Note A-2 prior to such amendments, (iii) all New A-2 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-2 Holder Entity holding the New A-2 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee Note A-1 PSA and the applicable master servicer of such Securitization) Note A-2 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, reduction of Interest Rates or such severing of Note(s)Note A-2, (2) if a Note A-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

Appears in 1 contract

Samples: Lender Agreement (COMM 2015-Ccre26 Mortgage Trust)

Provisions Relating to Securitization. (a) For so long as BSP or an Initial Note Holder or its Affiliate of BSP (an “Initial Note Holder EntityA-1 Holder”) is the owner of its Note(s)Note A-1, such Initial Note A-1 Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case case, the “New A-1 Notes”) reallocating the principal of its Note(s) Note A-1 among other New A-1 Notes; reducing the Interest Rates of such New A-1 Notes or severing its Note(s) the Note A-1 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-1, provided that (i) the aggregate principal balance of the Amended A-1 Notes and New A-1 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-1 prior to such amendments, (ii) all New A-1 Notes continue to have the same weighted average interest rate as the original Note(s) Note A-1 prior to such amendments, (iii) all New A-1 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-1 Holder Entity holding the New A-1 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee and the applicable master servicer of such Securitization) Note A-2 PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all either of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s)Note A-1, (2) if a Note A-1 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-1 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(aSection 21(a). The Initial Note A-1 Holder whose Note is being reallocated or split pursuant to this Section 21(a) shall reimburse the other Holder for all costs and expenses incurred by the other Holder in connection with the reallocation or split. If a New A-1 Note is created out of the Lead Note the Initial Note A-1 Holder shall designate which Note will be the Lead Securitization Note hereunder.

Appears in 1 contract

Samples: Co Lender Agreement (BBCMS Mortgage Trust 2019-C5)

Provisions Relating to Securitization. (a) For so long as an Initial a)The Note A-2 Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case case, the “New A-2 Notes”) reallocating the principal of its Note(s) Note A-2 among other New A-2 Notes; reducing the Interest Rates of such New A-2 Notes or severing its Note(s) the Note A-2 into one or more further “component” notes in the aggregate principal amount equal to the then-then outstanding principal balance of its Note(s)Note A-2, provided that (i) the aggregate principal balance of the New A-2 Notes following such amendments is no greater than the principal balance of the related original Note(s) Note A-2 prior to such amendments, (ii) all New A-2 Notes continue to have the same weighted average interest rate as the original Note(s) Note A-2 prior to such amendments, (iii) all New A-2 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity entity holding the New A-2 Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, parties to the trustee Servicing Agreement and the applicable master servicer of such Securitization) Non-Lead Servicing Agreement in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all either of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s)Note A-2, (2) if a Note A-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(aSection 21(a). The Holder whose Note is being reallocated or split pursuant to this Section 21(a) shall reimburse the other Holder for all costs and expenses incurred by the other Holder in connection with the reallocation or split.

Appears in 1 contract

Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2022-C62)

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