Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with the Servicing Standard and the terms of this Agreement.
Appears in 317 contracts
Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2024-5c31), Agreement Among Note Holders (Bank5 2024-5yr12), Agreement Among Note Holders (Bank5 2024-5yr11)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 224 contracts
Samples: Agreement Between Note Holders (Benchmark 2024-V8 Mortgage Trust), Agreement Between Note Holders (Bank5 2024-5yr7), Agreement Between Note Holders (Bank 2024-Bnk47)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the such Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 158 contracts
Samples: Agreement Between Note Holders (Bank5 2024-5yr10), Agreement Between Note Holders (Bank5 2024-5yr9), Agreement Between Note Holders (Bank5 2024-5yr8)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 106 contracts
Samples: Co Lender Agreement (GS Mortgage Securities Trust 2019-Gc39), Co Lender Agreement (GS Mortgage Securities Trust 2019-Gc39), Co Lender Agreement (GS Mortgage Securities Trust 2019-Gc38)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing Servicer liability, each Note Holder shall have any no liability to any the other Note Holder Holders with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 100 contracts
Samples: Co Lender Agreement (Bank5 2024-5yr5), Co Lender Agreement (Benchmark 2023-B40 Mortgage Trust), Co Lender Agreement (Bank5 2023-5yr4)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing Servicer liability, each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the express terms of this Agreement and the Lead Securitization Servicing Agreement.
Appears in 95 contracts
Samples: Agreement Between Note Holders (BMO 2024-C10 Mortgage Trust), Agreement Between Note Holders (BMO 2024-C10 Mortgage Trust), Agreement Between Note Holders (BMO 2024-C10 Mortgage Trust)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing Servicer liability, each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 91 contracts
Samples: Co Lender Agreement (Bank5 2023-5yr4), Co Lender Agreement (Bank 2023-Bnk46), Co Lender Agreement (Benchmark 2023-V3 Mortgage Trust)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Servicing Agreement governing servicer liability, no Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the express terms of this Agreement and the Lead Servicing Agreement.
Appears in 88 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2024-C30), Co Lender Agreement (Bank5 2024-5yr10), Co Lender Agreement (Bank5 2024-5yr8)
Limitation on Liability of the Note Holders. No Each Initial Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Initial Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 66 contracts
Samples: Co Lender Agreement (Benchmark 2023-V3 Mortgage Trust), Co Lender Agreement (Benchmark 2023-B39 Mortgage Trust), Co Lender Agreement (BMO 2023-C5 Mortgage Trust)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, Asset Representations Reviewer and the Operating Advisor each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided. However, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 65 contracts
Samples: Co Lender Agreement (BMO 2024-5c8 Mortgage Trust), Co Lender Agreement (BMO 2024-5c7 Mortgage Trust), Co Lender Agreement (Bank 2024-Bnk47)
Limitation on Liability of the Note Holders. No Each Initial Note Holder shall have any no liability to any the other Note Holder Holders with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Initial Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder Holders in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this Agreement.
Appears in 64 contracts
Samples: Co Lender Agreement (BMO 2024-5c8 Mortgage Trust), Co Lender Agreement (BMO 2024-5c7 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2024-5c27)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 54 contracts
Samples: Agreement Between Note Holders (UBS Commercial Mortgage Trust 2018-C12), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2018-C10), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2017-C2)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided. However, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 38 contracts
Samples: Co Lender Agreement (Benchmark 2021-B31 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2021-C12), Co Lender Agreement (Benchmark 2021-B29 Mortgage Trust)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the express terms of this Agreement and the Lead Securitization Servicing Agreement.
Appears in 34 contracts
Samples: Agreement Between Noteholders (BBCMS Mortgage Trust 2020-C7), Agreement Between Noteholders (BBCMS Mortgage Trust 2019-C5), Agreement Between Noteholders (BBCMS Mortgage Trust 2019-C5)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Accepted Servicing StandardPractices) set forth in the related pooling and servicing agreement governing the related Securitization Servicing AgreementTrust. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Accepted Servicing StandardPractices, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with the Accepted Servicing Standard and the terms of this AgreementPractices.
Appears in 29 contracts
Samples: Agreement Between Note Holders (Bank 2022-Bnk39), Agreement Between Note Holders (Bank 2021-Bnk38), Agreement Between Note Holders (Bank 2021-Bnk37)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Accepted Servicing StandardPractices, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Accepted Servicing Standard and the terms of this AgreementPractices.
Appears in 29 contracts
Samples: Co Lender Agreement (Bank 2021-Bnk37), Co Lender Agreement (3650R 2021-Pf1 Commercial Mortgage Trust), Co Lender Agreement (Morgan Stanley Capital I Trust 2021-L7)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with the Servicing Standard and the terms of this Agreement.
Appears in 25 contracts
Samples: Agreement Between Note Holders (Morgan Stanley Capital I Trust 2019-H6), Agreement Between Note Holders (BBCMS Mortgage Trust 2019-C3), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2019-C50)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 24 contracts
Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C6), Co Lender Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust), Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C6)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided. However, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 23 contracts
Samples: Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor5), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor5), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor5)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 22 contracts
Samples: Co Lender Agreement (Benchmark 2023-V4 Mortgage Trust), Co Lender Agreement (BMO 2023-5c2 Mortgage Trust), Co Lender Agreement (BMO 2023-5c1 Mortgage Trust)
Limitation on Liability of the Note Holders. No Each Initial Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Initial Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 21 contracts
Samples: Co Lender Agreement (Benchmark 2021-B23 Mortgage Trust), Co Lender Agreement (Benchmark 2020-B22 Mortgage Trust), Co Lender Agreement (GS Mortgage Securities Trust 2020-Gsa2)
Limitation on Liability of the Note Holders. No Neither Note Holder shall have any liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, thathowever, notwithstanding any of the foregoing that to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related extent that any Securitization Servicing AgreementAgreement imposes a different standard of care on any party thereto, then such Securitization Servicing Agreement shall control. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 19 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2024-5c31), Co Lender Agreement (BBCMS Mortgage Trust 2024-5c31), Co Lender Agreement (BMO 2024-5c5 Mortgage Trust)
Limitation on Liability of the Note Holders. No Each Initial Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Initial Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 19 contracts
Samples: Co Lender Agreement (BMO 2024-5c3 Mortgage Trust), Co Lender Agreement (Benchmark 2023-B40 Mortgage Trust), Co Lender Agreement (BMO 2023-C7 Mortgage Trust)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any a Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 17 contracts
Samples: Co Lender Agreement (Benchmark 2021-B23 Mortgage Trust), Co Lender Agreement (GS Mortgage Securities Trust 2017-Gs6), Co Lender Agreement (GS Mortgage Securities Trust 2016-Gs4)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Controlling Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Controlling Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 17 contracts
Samples: Co Lender Agreement (BMO 2023-C5 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2023-C19), Co Lender Agreement (Bank5 2023-5yr1)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Lead Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any a Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 17 contracts
Samples: Co Lender Agreement, Co Lender Agreement (Bank 2018-Bnk11), Co Lender Agreement (GS Mortgage Securities Trust 2018-Gs9)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 16 contracts
Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2020-C8), Agreement Between Note Holders (BBCMS Mortgage Trust 2020-C7), Agreement Between Note Holders (BBCMS Mortgage Trust 2019-C5)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder Holders with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, provided that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder in connection with the such Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 16 contracts
Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2021-C12), Agreement Between Note Holders (BBCMS Mortgage Trust 2021-C11), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2020-C55)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Controlling Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Controlling Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 15 contracts
Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C4), Co Lender Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Co Lender Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 15 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2020-C7), Co Lender Agreement (CF 2019-Cf1 Mortgage Trust), Co Lender Agreement (Morgan Stanley Capital I Trust 2019-L2)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, provided that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, provided that each Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 14 contracts
Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2020-C56), Agreement Between Note Holders (CSAIL 2020-C19 Commercial Mortgage Trust), Agreement Between Note Holders (CSAIL 2019-C18 Commercial Mortgage Trust)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Accepted Servicing StandardPractices) set forth in the related pooling and servicing agreement governing the related Securitization Servicing AgreementTrust. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Accepted Servicing StandardPractices, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with the Accepted Servicing Standard and the terms of this AgreementPractices.
Appears in 14 contracts
Samples: Agreement Between Note Holders (Benchmark 2020-B18 Mortgage Trust), Agreement Between Note Holders (Morgan Stanley Capital I Trust 2020-Hr8), Agreement Between Note Holders (Bank 2020-Bnk27)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing servicer liability, each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder Holders in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 13 contracts
Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2018-C8), Co Lender Agreement (Morgan Stanley Capital I Trust 2019-L2), Co Lender Agreement (Morgan Stanley Capital I Trust 2018-H4)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing servicer liability, each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 13 contracts
Samples: Co Lender Agreement (Morgan Stanley Capital I Trust 2019-L2), Co Lender Agreement (Morgan Stanley Capital I Trust 2018-H4), Co Lender Agreement (Morgan Stanley Capital I Trust 2018-H4)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will Servicer, or any other party to the Securitization Servicing Agreement, shall nevertheless be subject to the obligations and standards (including the Servicing Standard, in the case of each Servicer) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to comply with, and except as otherwise required by, the Lead Securitization Servicing StandardAgreement (including the Servicing Standard in the case of any Servicer), the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that that, notwithstanding any of the foregoing to the contrary, each Servicer must shall act in accordance with the related Securitization Servicing Agreement (including the Servicing Standard set forth therein in the case of any Servicer) and the terms of this Agreement.
Appears in 13 contracts
Samples: Agreement Between Note Holders (BMO 2024-C10 Mortgage Trust), Agreement Between Note Holders (BMO 2024-C10 Mortgage Trust), Agreement Between Note Holders (Bank 2024-Bnk48)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder Holders in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 13 contracts
Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2024-5c31), Agreement Between Note Holders (BMO 2024-5c8 Mortgage Trust), Agreement Between Note Holders (BMO 2024-5c7 Mortgage Trust)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, provided that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the such Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 12 contracts
Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2023-C21), Agreement Between Note Holders (Bank 2023-Bnk45), Agreement Between Note Holders (3650R 2022-Pf2 Commercial Mortgage Trust)
Limitation on Liability of the Note Holders. No Each Initial Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Initial Note Holder; provided, thathowever, notwithstanding any of the foregoing that to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related extent that any Securitization Servicing AgreementAgreement imposes a different standard of care on any party thereto, then such Securitization Servicing Agreement shall control. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 12 contracts
Samples: Co Lender Agreement (Benchmark 2024-V11 Mortgage Trust), Co Lender Agreement (BMO 2024-C10 Mortgage Trust), Co Lender Agreement (Bank 2024-Bnk48)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to the any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, provided that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the such Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 11 contracts
Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2020-C58), Agreement Between Note Holders (BBCMS Mortgage Trust 2020-C7), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2020-C55)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the such Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 11 contracts
Samples: Co Lender Agreement, Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2016-C37), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2016-C37)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note or Notes, as applicable, except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the express terms of this Agreement and the Lead Securitization Servicing Agreement.
Appears in 11 contracts
Samples: Agreement Between Noteholders (BBCMS Mortgage Trust 2022-C15), Agreement Between Noteholders (BBCMS Mortgage Trust 2022-C15), Agreement Between Noteholders (BMO 2022-C1 Mortgage Trust)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing Servicer liability, each Note Holder shall have any no liability to any the other Note Holder Holders with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any a Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 10 contracts
Samples: Co Lender Agreement (Bank5 2024-5yr9), Co Lender Agreement (Bank5 2024-5yr8), Co Lender Agreement (Benchmark 2024-V8 Mortgage Trust)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder Holders with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder Holders in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 10 contracts
Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C5), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-C4), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-B1)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with the Servicing Standard and the terms of this Agreement.
Appears in 10 contracts
Samples: Agreement Between Note Holders, Agreement Between Note Holders, Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2016-Bnk1)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 10 contracts
Samples: Agreement Between Note Holders (CSAIL 2019-C16 Commercial Mortgage Trust), Agreement Between Note Holders (BBCMS Mortgage Trust 2019-C3), Agreement Between Note Holders (BBCMS Mortgage Trust 2019-C3)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Controlling Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Controlling Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 10 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C41), Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C4), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C40)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 9 contracts
Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C4), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided. However, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 9 contracts
Samples: Co Lender Agreement (Benchmark 2022-B32 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp5)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, provided that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder in connection with the such Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 8 contracts
Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2019-C51), Agreement Between Note Holders (BBCMS Mortgage Trust 2019-C3), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2019-C49)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder Holders in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 8 contracts
Samples: Agreement Between Note Holders (UBS Commercial Mortgage Trust 2018-C11), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2018-C9), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2018-C8)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Accepted Servicing StandardPractices, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Accepted Servicing Standard and the terms of this AgreementPractices.
Appears in 8 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2019-C3), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C15), Co Lender Agreement (BBCMS Mortgage Trust 2018-C2)
Limitation on Liability of the Note Holders. No Each Initial Note Holder shall have any no liability to any the other Note Holder Holders with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Initial Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder Holders in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than rights, so long as described above; provided, that each the Lead Securitization Note Holder (including any Servicer must act in accordance and the Trustee) complies with the Servicing Standard and the terms of this AgreementAgreement and the Lead Securitization Servicing Agreement (including, without limitation, the provisions of the Lead Securitization Servicing Agreement relating to the Servicing Standard).
Appears in 8 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2024-C30), Co Lender Agreement (BMO 2024-C10 Mortgage Trust), Co Lender Agreement (BMO 2024-C9 Mortgage Trust)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder Holders with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization that each Note Holder (including any Servicer and Servicer, any Non-Lead Servicer, the Trustee on its behalf) to comply with, and except as otherwise required by, the Servicing Standard, the any Non-Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization such Note Holder may have under this Agreement and the Lead applicable Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization the other Note Holder Holders and that the Lead Securitization no Note Holder (including any Servicer and Servicer, any Non-Lead Servicer, the Trustee on its behalfand any Non-Lead Trustee) shall have no any liability whatsoever to any Non-Lead Securitization other Note Holder Holders in connection with the Lead Securitization such Note Holder’s exercise of rights or any omission by the Lead Securitization such Note Holder to exercise such rights other than rights, so long as described above; providedsuch Note Holder (including any Servicer, that each Servicer must act in accordance any Non-Lead Servicer, the Trustee and any Non-Lead Trustee) complies with the Servicing Standard and the terms of this AgreementAgreement and the applicable Securitization Servicing Agreement (including, without limitation, the provisions of the applicable Securitization Servicing Agreement relating to the Servicing Standard).
Appears in 7 contracts
Samples: Co Lender Agreement (BMO 2024-5c8 Mortgage Trust), Co Lender Agreement (BMO 2024-5c8 Mortgage Trust), Co Lender Agreement (BMO 2024-5c7 Mortgage Trust)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder Holders with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note HolderHolder ; provided, provided that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder Holders in connection with the such Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 7 contracts
Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2017-C40), Agreement Between Note Holders (Citigroup Commercial Mortgage Trust 2017-P8), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2017-C39)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 7 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P4)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, thathowever, notwithstanding any of the foregoing that to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related extent that any Securitization Servicing AgreementAgreement imposes a different standard of care on any party thereto, then such Securitization Servicing Agreement shall control. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must shall act in accordance with the Servicing Standard and Standard, the other terms of the Lead Securitization Servicing Agreement, and this Agreement.
Appears in 7 contracts
Samples: Co Lender Agreement (BMO 2024-C8 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2024-C24), Co Lender Agreement (Benchmark 2023-B40 Mortgage Trust)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing Servicer liability, each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any a Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 7 contracts
Samples: Co Lender Agreement (Benchmark 2023-V3 Mortgage Trust), Co Lender Agreement (Benchmark 2023-B39 Mortgage Trust), Co Lender Agreement (Bank5 2023-5yr2)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder in connection with the such Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 6 contracts
Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2017-C1), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2016-C37), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2016-C36)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder Holders with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, provided that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder Holders in connection with the such Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 6 contracts
Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2017-C40), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2017-C39), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2017-C38)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder Holders in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 6 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any a Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 6 contracts
Samples: Co Lender Agreement (GS Mortgage Securities Trust 2017-Gs8), Co Lender Agreement (CCUBS Commercial Mortgage Trust 2017-C1), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P8)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to this Agreement and the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Accepted Servicing StandardPractices, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Accepted Servicing Standard and the terms of this AgreementPractices.
Appears in 6 contracts
Samples: Co Lender Agreement (BMO 2024-5c8 Mortgage Trust), Co Lender Agreement (Bank5 2024-5yr11), Co Lender Agreement (Benchmark 2024-V11 Mortgage Trust)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any a Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 6 contracts
Samples: Co Lender Agreement (GS Mortgage Securities Trust 2018-Gs9), Co Lender Agreement (GS Mortgage Securities Trust 2017-Gs8), Co Lender Agreement (GS Mortgage Securities Trust 2017-Gs7)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 5 contracts
Samples: Co Lender Agreement (JPMBB Commercial Mortgage Securities Trust 2016-C1), Co Lender Agreement (COMM 2016-Ccre28 Mortgage Trust), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2015-Jp1)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, Asset Representations Reviewer and the Operating Advisor each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Lead Securitization Servicing Agreement (including the Servicing Standard), the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided. However, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 5 contracts
Samples: Co Lender Agreement (BMO 2024-5c8 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2024-5c31), Co Lender Agreement (Bank5 2024-5yr11)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. .The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided. However, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 5 contracts
Samples: Co Lender Agreement (Benchmark 2019-B15 Mortgage Trust), Co Lender Agreement (Morgan Stanley Capital I Trust 2019-L3), Co Lender Agreement (Benchmark 2019-B14 Mortgage Trust)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the such Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each Servicer the Servicers must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 5 contracts
Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2019-C53), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2019-C17), Agreement Between Note Holders (Benchmark 2019-B15 Mortgage Trust)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to comply with, and except as otherwise required by, the Servicing Standard, that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than rights, so long as described above; provided, that each the Lead Securitization Note Holder (including any Servicer must act in accordance and the Trustee) complies with the Servicing Standard and the terms of this AgreementAgreement and the Lead Securitization Servicing Agreement (including, without limitation, the provisions of the Lead Securitization Servicing Agreement relating to the Servicing Standard).
Appears in 5 contracts
Samples: Agreement Between Note Holders (BMO 2024-5c5 Mortgage Trust), Agreement Between Note Holders (Benchmark 2024-V8 Mortgage Trust), Agreement Between Note Holders (BBCMS Mortgage Trust 2024-5c27)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Accepted Servicing StandardPractices, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Accepted Servicing Standard and the terms of this AgreementPractices.
Appears in 5 contracts
Samples: Co Lender Agreement (Benchmark 2020-B19 Mortgage Trust), Co Lender Agreement (Benchmark 2020-B18 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7)
Limitation on Liability of the Note Holders. No Each Initial Note Holder shall have any no liability to any the other Note Holder Holders with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Initial Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder Holders in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 5 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C40), Co Lender Agreement (Morgan Stanley Capital I Trust 2017-H1), Co Lender Agreement (CD 2017-Cd3 Mortgage Trust)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Lead Securitization Servicing Agreement (including the Servicing Standard), the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 5 contracts
Samples: Agreement Between Note Holders (Bank5 2024-5yr9), Agreement Between Note Holders (Bank5 2024-5yr8), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2024-5c1)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any the other Note Holder Holders with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, thathowever, notwithstanding any of the foregoing that to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related extent that any Securitization Servicing AgreementAgreement imposes a different standard of care on any party thereto, then such Securitization Servicing Agreement shall control. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any a Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 4 contracts
Samples: Co Lender Agreement (BMO 2024-5c8 Mortgage Trust), Co Lender Agreement (BMO 2024-5c4 Mortgage Trust), Co Lender Agreement (BANK5 Trust 2024-5yr6)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 4 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2024-C63), Co Lender Agreement (BBCMS Mortgage Trust 2024-C28), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2024-C63)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing StandardStandard and the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 4 contracts
Samples: Agreement Between Note Holders (Bank 2020-Bnk26), Agreement Between Note Holders (Morgan Stanley Capital I Trust 2020-L4), Agreement Between Note Holders (BBCMS Mortgage Trust 2020-C6)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 4 contracts
Samples: Agreement Between Note Holders (Citigroup Commercial Mortgage Trust 2016-P3), Agreement Between Note Holders (Citigroup Commercial Mortgage Trust 2016-P3), Agreement Between Note Holders (CFCRE 2016-C3 Mortgage Trust)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to the any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, provided that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the such Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the express terms of this Agreement and the Lead Securitization Servicing Agreement.
Appears in 4 contracts
Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2019-C5), Agreement Between Note Holders (CF 2019-Cf2 Mortgage Trust), Agreement Between Note Holders (BBCMS Mortgage Trust 2019-C4)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 4 contracts
Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C4), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Co Lender Agreement (DBJPM 2016-C3 Mortgage Trust)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided. However, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 4 contracts
Samples: Co Lender Agreement (Benchmark 2019-B12 Mortgage Trust), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor5), Co Lender Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Servicing Agreement governing servicer liability, no Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Non- Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the express terms of this Agreement and the Lead Servicing Agreement.
Appears in 4 contracts
Samples: Co Lender Agreement (MSWF Commercial Mortgage Trust 2023-2), Co Lender Agreement (MSWF Commercial Mortgage Trust 2023-1), Co Lender Agreement (CF 2019-Cf3 Mortgage Trust)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any a Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 4 contracts
Samples: Co Lender Agreement (GS Mortgage Securities Trust 2017-Gs6), Co Lender Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33), Co Lender Agreement (Bank 2017-Bnk4)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to this Agreement and the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Accepted Servicing StandardPractices, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Accepted Servicing Standard and the terms of this AgreementPractices.
Appears in 4 contracts
Samples: Co Lender Agreement (Bank5 2023-5yr3), Co Lender Agreement (Benchmark 2023-V3 Mortgage Trust), Co Lender Agreement (Benchmark 2023-B39 Mortgage Trust)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder Holders with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder Holders in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 4 contracts
Samples: Co Lender Agreement (Bank 2017-Bnk8), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-C4), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C40)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder Holders in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, provided that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 3 contracts
Samples: Co Lender Agreement (Morgan Stanley Capital I Trust 2015-Ubs8), Co Lender Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Co Lender Agreement (Bank of America Merrill Lynch Commercial Mortgage Trust 2015-Ubs7)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Servicing Agreement governing servicer liability, no Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Lead Servicing Agreement (including the Servicing Standard), the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the express terms of this Agreement and the Lead Servicing Agreement.
Appears in 3 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2024-5c31), Co Lender Agreement (BMO 2024-5c8 Mortgage Trust), Co Lender Agreement (BMO 2024-5c8 Mortgage Trust)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, provided that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, provided that each Servicer must act in accordance with the Servicing Standard and the terms of this Agreement.
Appears in 3 contracts
Samples: Agreement Between Note Holders (UBS Commercial Mortgage Trust 2017-C7), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2017-C6), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2017-C5)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 3 contracts
Samples: Agreement Between Note Holders (CSAIL 2016-C7 Commercial Mortgage Trust), Co Lender Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31), Agreement Between Note Holders (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, thathowever, notwithstanding any of the foregoing that to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related extent that any Securitization Servicing AgreementAgreement imposes a different standard of care on any party thereto, then such Securitization Servicing Agreement shall control. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with the Servicing Standard and the terms of this Agreement.
Appears in 3 contracts
Samples: Agreement Between Note Holders (Benchmark 2024-V8 Mortgage Trust), Agreement Between Note Holders (Bank5 2024-5yr7), Agreement Between Note Holders (Bank5 2024-5yr7)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Servicing Agreement governing servicer liability, no Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Non -Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the express terms of this Agreement and the Lead Servicing Agreement.
Appears in 3 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2022-C15), Co Lender Agreement (BMO 2022-C1 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2021-C12)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder Holders with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, provided that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder Holders in connection with the such Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 3 contracts
Samples: Agreement Between Note Holders (Bank 2017-Bnk4), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2017-Rb1), Agreement Between Note Holders (BBCMS Mortgage Trust 2017-C1)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder or Note A-3 Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder or Note A-3 Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 2 contracts
Samples: Co Lender Agreement, Co Lender Agreement (Morgan Stanley Capital I Trust 2017-H1)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or material breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless Servicer’s liability may be subject to the obligations and standards (including the Servicing Standard) further limited or expanded as set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with the Servicing Standard and the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement Between Note Holders (CFCRE 2017-C8 Mortgage Trust), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2017-Rb1)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder Holders with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 2 contracts
Samples: Co Lender Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C32), Co Lender Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C31)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Master Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 2 contracts
Samples: Co Lender Agreement (GS Mortgage Securities Trust 2017-Gs5), Co Lender Agreement (GS Mortgage Securities Trust 2016-Gs4)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 2 contracts
Samples: Co Lender Agreement (CSAIL 2021-C20 Commercial Mortgage Trust), Co Lender Agreement (CD 2019-Cd8 Mortgage Trust)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor each Note Holder shall have any no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided. However, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 2 contracts
Samples: Co Lender Agreement (Benchmark 2020-Ig1 Mortgage Trust), Co Lender Agreement (Benchmark 2020-B16 Mortgage Trust)
Limitation on Liability of the Note Holders. No Subject to the terms of the Lead Securitization Servicing Agreement governing Servicer liability, each Note Holder shall have any no liability to any the other Note Holder Holders with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the express terms of this Agreement and the Lead Securitization Servicing Agreement.
Appears in 2 contracts
Samples: Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp2), Co Lender Agreement (SG Commercial Mortgage Securities Trust 2016-C5)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 2 contracts
Samples: Co Lender Agreement (DBJPM 2017-C6 Mortgage Trust), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp6)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder Holders with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, provided that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. .The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the such Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 2 contracts
Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2022-C15), Agreement Between Note Holders (BBCMS Mortgage Trust 2022-C14)
Limitation on Liability of the Note Holders. No Each Note Holder shall have any no liability to any the other Note Holder with respect to its Note except with respect to losses Document No. 6659612 Loan No. 000000 Xxxxxxx Xxxxxx, Xxxxxxxxxx XX Co-Lender Agreement actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any the Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalfTrustee) shall have no liability whatsoever to any the Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each the Servicer must act in accordance with the Servicing Standard and the terms of this AgreementStandard.
Appears in 2 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P8), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P7)
Limitation on Liability of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the willful misfeasance, bad faith, gross negligence, willful misconduct negligence or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with the Servicing Standard and the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement Between Note Holders (BMO 2024-5c5 Mortgage Trust), Agreement Between Note Holders (Bank5 2024-5yr8)
