Independent Analysis of the Note B Holder. The Note B Holder acknowledges that it has, independently and without reliance upon the Initial Note A Holders, except with respect to the representations and warranties provided by the Initial Note A Holders herein and in any documents or instruments executed and delivered by the Note A Holders in connection herewith (including the representations and warranties provided in the agreement pursuant to which it acquired Note B), and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase Note B and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges that, other than the representations and warranties provided herein and in such other documents or instruments, none of the Note A Holders has made any representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Note A Holders herein and in such other documents and instruments, and that none of the Note A Holders shall have any responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Note A Holders in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Note B Holder assumes all risk of loss in connection with its Note except as specifically set forth herein.
Appears in 22 contracts
Samples: Intercreditor Agreement (Benchmark 2021-B27 Mortgage Trust), Intercreditor Agreement (Benchmark 2021-B26 Mortgage Trust), Agreement Between Noteholders (Benchmark 2021-B25 Mortgage Trust)
Independent Analysis of the Note B Holder. The Each Note B Holder acknowledges that it has, independently and without reliance upon the Initial Senior Note A Holders, except with respect to the representations and warranties provided by the Initial Senior Note A Holders herein and in any documents or instruments executed and delivered by the Note A Holders in connection herewith (including the representations and warranties provided in the agreement pursuant to which it acquired Note B)herein, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase its respective B Note B and the such Note B Holder accepts responsibility therefor. The Each Note B Holder hereby acknowledges that, other than the representations and warranties provided herein and in such other documents or instrumentsherein, none of the Senior Note A Holders has have made any no representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Senior Note A Holders herein and in such other documents and instrumentsherein, and that none of the Senior Note A Holders shall have any no responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Senior Note A Holders in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Each Note B Holder assumes all risk of loss in connection with its respective B Note except as specifically set forth herein.
Appears in 9 contracts
Samples: Agreement Between Noteholders (CF 2019-Cf3 Mortgage Trust), Agreement Between Noteholders (UBS Commercial Mortgage Trust 2019-C18), Agreement Between Noteholders (Benchmark 2019-B12 Mortgage Trust)
Independent Analysis of the Note B Holder. The Note B Holder acknowledges that it has, independently and without reliance upon the Initial Note A HoldersSenior Noteholders, except with respect to the representations and warranties provided by the Initial Note A Holders herein and in any documents or instruments executed and delivered by the Note A Holders in connection herewith (including the representations and warranties provided in the agreement pursuant to which it acquired Note B)Senior Noteholders herein, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase the Note B Holder and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges that, other than the representations and warranties provided herein and in such other documents or instrumentsherein, none of the Note A Holders has Senior Noteholders have made any no representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Note A Holders herein and in such other documents and instrumentsSenior Noteholders herein, and that none of the Note A Holders Senior Noteholders shall have any no responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Note A Holders Senior Noteholders in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Note B Holder assumes all risk of loss in connection with its Note B except as specifically set forth herein.
Appears in 5 contracts
Samples: Agreement Between Noteholders (CSAIL 2019-C18 Commercial Mortgage Trust), Agreement Between Noteholders (BBCMS Mortgage Trust 2019-C5), Agreement Between Noteholders (CSAIL 2019-C16 Commercial Mortgage Trust)
Independent Analysis of the Note B Holder. The Note B Holder acknowledges that it has, independently and without reliance upon the any Initial Note A HoldersNoteholder, except with respect to the representations and warranties provided by the an Initial Note A Holders Noteholder herein and in any documents or instruments executed and delivered by the Note A Holders such Initial Noteholder in connection herewith (including the representations and warranties provided in the agreement pursuant to which it acquired Note B), and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase Note B and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges that, other than the representations and warranties provided herein and in such other documents or instruments, none of the Note A Holders no Initial Noteholder has made any representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Note A Holders such Initial Noteholder herein and in such other documents and instruments, and that none of the Note A Holders no Initial Noteholder shall have any responsibility for (i) the collectibility collectability of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Note A Holders an Initial Noteholder in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Note B Holder assumes all risk of loss in connection with its Note except as specifically set forth herein.
Appears in 4 contracts
Samples: Agreement Between Noteholders (BMO 2022-C1 Mortgage Trust), Agreement Between Noteholders (BMO 2022-C3 Mortgage Trust), Agreement Between Noteholders (BMO 2022-C2 Mortgage Trust)
Independent Analysis of the Note B Holder. The Note B Holder acknowledges that it has, independently and without reliance upon the Initial Note A HoldersHolder, except with respect to the representations and warranties provided by the Initial Note A Holders Holder herein and in any documents or instruments executed and delivered by the Note A Holders Holder in connection herewith (including the representations and warranties provided in the agreement pursuant to which it acquired Note B), and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase Note B and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges that, other than the representations and warranties provided herein and in such other documents or instruments, none of the Note A Holders Holder has not made any representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Note A Holders Holder herein and in such other documents and instruments, and that none of the Note A Holders Holder shall have any responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Note A Holders Holder in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Note B Holder assumes all risk of loss in connection with its Note except as specifically set forth herein.
Appears in 3 contracts
Samples: Agreement Between Noteholders (DBGS 2018-C1 Mortgage Trust), Agreement Between Noteholders (COMM 2018-Cor3 Mortgage Trust), Agreement Between Noteholders (COMM 2018-Cor3 Mortgage Trust)
Independent Analysis of the Note B Holder. The Each Note B Holder acknowledges that it has, independently and without reliance upon the Initial Note A HoldersA-1 Holder or Note A-2 Holder, except with respect to the representations and warranties provided by the Initial Note A Holders herein A-1 Holder and in any documents or instruments executed and delivered by the Note A Holders in connection herewith (including the representations and warranties provided in the agreement pursuant to which it acquired Note B)A-2 Holder herein, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase its respective B Note B and the such Note B Holder accepts responsibility therefor. The Each Note B Holder hereby acknowledges that, other than the representations and warranties provided herein and in such other documents or instrumentsherein, none of the Note A Holders has A-1 Holder and Note A-2 Holder have made any no representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Note A Holders herein A-1 Holder and in such other documents and instrumentsNote A-2 Holder herein, and that none of the Note A Holders A-1 Holder and Note A-2 Holder shall have any no responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Note A Holders A-1 Holder or Note A-2 Holder in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Each Note B Holder assumes all risk of loss in connection with its respective B Note except as specifically set forth herein.
Appears in 2 contracts
Samples: Agreement Between Noteholders (CSAIL 2016-C6 Commercial Mortgage Trust), Agreement Between Noteholders (JPMDB Commercial Mortgage Securities Trust 2016-C2)
Independent Analysis of the Note B Holder. The Note B Holder acknowledges that it has, independently and without reliance upon the Initial Note A HoldersA-1 Holder or Note A-2 Holder, except with respect to the representations and warranties provided by the Initial Note A Holders herein A-1 Holder and in any documents or instruments executed and delivered by the Note A Holders in connection herewith (including the representations and warranties provided in the agreement pursuant to which it acquired Note B)A-2 Holder herein, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase the Note B and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges that, other than the representations and warranties provided herein and in such other documents or instrumentsherein, none of the Note A Holders has A-1 Holder and Note A-2 Holder have made any no representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Note A Holders herein A-1 Holder and in such other documents and instrumentsNote A-2 Holder herein, and that none of the Note A Holders A-1 Holder and Note A-2 Holder shall have any no responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Note A Holders A-1 Holder or Note A-2 Holder in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Note B Holder Each Noteholder assumes all risk of loss in connection with its Note except as specifically set forth herein.
Appears in 2 contracts
Samples: Agreement Between Noteholders (GS Mortgage Securities Trust 2016-Gs3), Agreement Between Noteholders (Gs Mortgage Securities Corp Ii)
Independent Analysis of the Note B Holder. The Note B Holder acknowledges that it has, independently and without reliance upon the Initial Note A HoldersA-1 Holder or the Initial Note A-2 Holder, except with respect to the representations and warranties provided by the Initial Note A Holders A-1 Holder and the Initial Note A-2 Holder herein and in any documents or instruments executed and delivered by the Initial Note A Holders A-1 Holder and the Initial Note A-3 Holder in connection herewith (including the representations and warranties provided in the agreement pursuant to which it acquired its Note B), and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase Note B and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges that, other than the representations and warranties provided herein and in such other documents or instruments, none of the Note A Holders neither Senior Noteholder has made any representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Note A Holders such Senior Noteholder herein and in such other documents and instruments, and that none of the Note A Holders no Senior Noteholder shall have any responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Note A Holders such Senior Noteholder in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Note B Holder assumes all risk of loss in connection with its Note except as specifically set forth herein.
Appears in 2 contracts
Samples: Agreement Between Noteholders (Citigroup Commercial Mortgage Trust 2019-C7), Agreement Between Noteholders (Benchmark 2019-B15 Mortgage Trust)
Independent Analysis of the Note B Holder. The Note B Holder acknowledges that it has, independently and without reliance upon the Initial Note A HoldersHolder, except with respect to the representations and warranties provided by the Initial Note A Holders Holder herein and in any documents or instruments executed and delivered by the Note A Holders Holder in connection herewith (including the representations and warranties provided in the agreement pursuant to which it acquired Note B)herewith, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase the Note B and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges that, other than the representations and warranties provided herein and in such other any documents or instruments, none of instruments executed and delivered by the Note A Holders Holder in connection herewith, the Note A Holder has made any no representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Note A Holders Holder herein and in such other documents and instruments, and that none of the Note A Holders Holder shall have any no responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Note A Holders Holder in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Note B Holder assumes all risk of loss in connection with its Note B except as specifically set forth herein.
Appears in 2 contracts
Samples: Agreement Between Noteholders (BENCHMARK 2018-B2 Mortgage Trust), Agreement Between Noteholders (JPMCC Commercial Mortgage Securities Trust 2017-Jp5)
Independent Analysis of the Note B Holder. The Note B Holder acknowledges that it has, independently and without reliance upon the Initial Note A HoldersHolder, except with respect to the representations and warranties provided by the Initial Note A Holders herein and in any documents or instruments executed and delivered by the Note A Holders in connection herewith (including the representations and warranties provided in the agreement pursuant to which it acquired Note B)Holder herein, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase Note B and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges that, other than the representations and warranties provided herein and in such other documents or instrumentsherein, none of the Note A Holders Holder has made any no representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Note A Holders herein and in such other documents and instrumentsHolder herein, and that none of the Note A Holders Holder shall have any no responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Note A Holders Holder in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Note A Holder assumes all risk of loss in connection with Note A except as specifically set forth herein. The Note B Holder assumes all risk of loss in connection with its Note B except as specifically set forth herein.
Appears in 1 contract
Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2019-C18)
Independent Analysis of the Note B Holder. The Note B Holder acknowledges that it has, independently and without reliance upon the Initial Note A HoldersHolder, except with respect to the representations and warranties provided by the Initial Note A Holders Holder herein and in any documents or instruments executed and delivered by the Initial Note A Holders Holder in connection herewith (including the representations and warranties provided in the agreement pursuant to which it acquired its Note B), and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase Note B and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges that, other than the representations and warranties provided herein and in such other documents or instruments, none of the Note A Holders Holder has not made any representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Note A Holders Holder herein and in such other documents and instruments, and that none of the Note A Holders Holder shall have any no responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Note A Holders Holder in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Note B Holder assumes all risk of loss in connection with its Note except as specifically set forth herein.
Appears in 1 contract
Samples: Agreement Between Noteholders (CD 2019-Cd8 Mortgage Trust)
Independent Analysis of the Note B Holder. The Note B Holder acknowledges that it has, independently and without reliance upon the Initial Note A HoldersHolder, except with respect to the representations and warranties provided by the Initial Note A Holders herein and in any documents or instruments executed and delivered by the Note A Holders in connection herewith (including the representations and warranties provided in the agreement pursuant to which it acquired Note B)Holder herein, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase the Note B and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges that, other than the representations and warranties provided herein and in such other documents or instrumentsherein, none of the Note A Holders Holder has made any no representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Note A Holders herein and in such other documents and instrumentsHolder herein, and that none of the Note A Holders Holder shall have any no responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Note A Holders Holder in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Note B Holder assumes all risk of loss in connection with its respect to the Note B except as specifically set forth herein.
Appears in 1 contract
Samples: Agreement Between Noteholders (JPMCC Commercial Mortgage Securities Trust 2016-Jp4)
Independent Analysis of the Note B Holder. The Note B Holder acknowledges that it has, independently and without reliance upon the Initial Note A HoldersHolder, except with respect to the representations and warranties provided by the Initial Note A Holders herein and in any documents or instruments executed and delivered by the Note A Holders in connection herewith (including the representations and warranties provided in the agreement pursuant to which it acquired Note B)Holder herein, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase the B Note B and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges that, other than the representations and warranties provided herein and in such other documents or instrumentsherein, none of the Note A Holders Holder has made any no representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Note A Holders herein and in such other documents and instrumentsHolder herein, and that none of the Note A Holders Holder shall have any no responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Note A Holders Holder in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Note B Holder assumes all risk of loss in connection with its the B Note except as specifically set forth herein.
Appears in 1 contract
Samples: Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3)
Independent Analysis of the Note B Holder. The Note B Holder acknowledges by its acquisition of Note B shall be deemed to (a) represent that it has, independently and without reliance upon the Initial Note A Holders, except with respect to the representations and warranties provided by the Initial Note A Holders herein and in any documents or instruments executed and delivered by the Note A Holders in connection herewith (including the representations and warranties provided in the agreement pursuant to which it acquired Note B), Holder and based on such documents and information as it the Note B Holder has deemed appropriate, made its the Note B Holder's own credit analysis and decision to purchase Note B and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges that, other than the representations and warranties provided herein and in such other documents or instruments, none of (b) acknowledge that the Note A Holders Holder has made any no representations or warranties with respect to the Mortgage LoanLoans, subject to such representations and warranties as provided by that the Note A Holders herein and in such other documents and instruments, and that none of the Note A Holders Holder shall have any no responsibility for (i) the collectibility collectability of the Mortgage LoanLoans, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Initial Note A Holders Holder in connection with the origination of the Mortgage LoanLoans, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Note B Holder assumes all risk of loss in connection with its Note except as specifically set forth hereinB from the failure or refusal of the Mortgage Loan Borrower to pay interest, principal or other amounts due under the Mortgage Loans, defaults by the Mortgage Loan Borrower under the Mortgage Loan Documents or the unenforceability of any of the Mortgage Loan Documents for reasons other than gross negligence, willful misconduct or breach of this Agreement by the Note A Holder or negligence, willful misconduct or bad faith by any Servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Prudential Securities Sec Fin Corp Com Mort Tr 2003 Pwr1)