Provisions Relating to Securitization. The Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in each case, the “New A-2 Notes”, the “New A-3 Notes”, the “New A-4 Notes” and the “New A-5 Notes”) reallocating the principal of Note A-2 among other New A-2 Notes, the principal of Note A-3 among other New A-3 Notes, the principal of Note A-4 among other New A-4 Notes and the principal of Note A-5 among other New A-5 Notes, respectively; reducing the Interest Rates of such New A-2 Notes, New A-3 Notes, New A-4 Notes and New A-5 Notes or severing Note A-2, Note A-3, Note A-4 and Note A-5 into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-2, Note A-3, Note A-4 and Note A-5, respectively, provided that (i) the aggregate principal balance of the New A-2 Notes, New A-3 Notes, New A-4 Notes and New A-5 Notes following such amendments are no greater than the principal balance of the original Note A-2, Note A-3, Note A-4 and Note A-5, respectively, prior to such amendments, (ii) all New A-2 Notes, New A-3 Notes, New A-4 Notes and New A-5 Notes continue to have the same interest rate as the original Note A-2 Note, the original Note A-3, the original Note A-4 and the original Note A-5, respectively, prior to such amendments, (iii) all New A-2 Notes, New A-3 Notes, New A-4 Notes and New A-5 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the entity holding the New A-2 Notes, the New A-3 Notes, the New A-4 Notes and/or the New A-5 Notes shall notify the parties to the Servicing Agreement and the Non-Lead Servicing Agreements in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of either of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note A-2, Note A-3, Note A-4 and/or Note A-5 (2) if Note A-2, Note A-3, Note A-4 or Note A-5 are severed into “component” notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 Notes, the New A-3 Notes, the New A-4 Notes and/or the New A-5 Notes; provided, however, that for the avoidance of doubt, no such amendment to the Mortgage Loan Documents and this Agreement may require the Master Servicer to violate the Servicing Standard. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this Section 21(a). The Holder whose Note is being reallocated or split pursuant to this Section 21(a) shall reimburse the other Holder for all costs and expenses incurred by the other Holder in connection with the reallocation or split.
Appears in 2 contracts
Samples: Lender Agreement (Bank5 2024-5yr7), Lender Agreement (Benchmark 2024-V6 Mortgage Trust)
Provisions Relating to Securitization. The (a) For so long as Citi or an Affiliate of Citi (the “Initial Note A-1 Holder” and the “Initial Note A-2 Holder”) is the owner of Note A-1 or Note A-2, as the case may be, then the Initial Note A-1 Holder or the Initial Note A-2 Holder, as the Note A-3 Holdercase may be, the Note A-4 Holder and the Note A-5 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in each case, the “New A-1 Notes” or “New A-2 Notes”, as the “New A-3 Notes”, the “New A-4 Notes” and the “New A-5 Notes”case may be) reallocating the principal of Note A-2 A-1 or Note A-2, as applicable, among other New A-1 Notes or New A-2 Notes, the principal of Note A-3 among other New A-3 Notes, the principal of Note A-4 among other New A-4 Notes and the principal of Note A-5 among other New A-5 Notes, respectivelyas applicable; reducing the Mortgage Interest Rates of such New A-1 Notes or New A-2 Notes, New A-3 Notesas applicable, New A-4 Notes and New A-5 Notes or severing Note A-1 or Note A-2, Note A-3as applicable, Note A-4 and Note A-5 into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-1 or Note A-2, Note A-3, Note A-4 and Note A-5, respectivelyas applicable, provided that (i) the aggregate principal balance of the New A-1 Notes or New A-2 Notes, New A-3 Notesas applicable, New A-4 Notes and New A-5 Notes following such amendments are is no greater than the principal balance of the original Note A-1 or Note A-2, Note A-3, Note A-4 and Note A-5, respectivelyas applicable, prior to such amendments, (ii) all New A-1 Notes or New A-2 Notes, New A-3 Notesas applicable, New A-4 Notes and New A-5 Notes continue to have the same or a lower interest rate as the original Note A-2 NoteA-1 or Note A-2, the original Note A-3, the original Note A-4 and the original Note A-5, respectivelyas applicable, prior to such amendments, (iii) all New A-1 Notes or New A-2 Notes, New A-3 Notesas applicable, New A-4 Notes and New A-5 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the entity Initial Note A-1 Holder or Initial Note A-2 Holder, as the case may be, holding the New A-1 Notes or New A-2 Notes, as applicable, shall notify the New A-3 Notesother Note Holders (or, the New A-4 Notes and/or the New A-5 Notes if any such other Note shall have included in a Securitization, then it shall notify the parties to the Servicing Agreement and the Non-Lead Servicing Agreements PSA governing such other Note) in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of either any or all of the Holders solely for the purpose of reflecting such reallocation of principal principal, any reduction of Mortgage Interest Rates or such severing of Note A-1 or Note A-2, Note A-3as the case may be, Note A-4 and/or Note A-5 (2) if Note A-2, Note A-3, Note A-4 A-1 or Note A-5 are A-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-1 Notes or New A-2 Notes, as the New A-3 Notes, the New A-4 Notes and/or the New A-5 Notes; provided, however, that for the avoidance of doubt, no such amendment to the Mortgage Loan Documents and this Agreement case may require the Master Servicer to violate the Servicing Standardbe. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this Section 21(aparagraph 18(a). The Holder whose Note is being reallocated or split pursuant to this Section 21(a) shall reimburse the other Holder for all costs and expenses incurred by the other Holder in connection with the reallocation or split.
Appears in 2 contracts
Samples: Co Lender Agreement (CD 2017-Cd4 Mortgage Trust), Co Lender Agreement (CD 2017-Cd3 Mortgage Trust)
Provisions Relating to Securitization. The (a) For so long as Ladder or an Affiliate of Ladder (an “Initial Note A-2 Holder”) is the owner of Note A-1-A or Note A-1-B, the Initial Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in each case, the “New A-2 A-1-A Notes” or “New A-1-B Notes”, the “New A-3 Notes”, the “New A-4 Notes” and the “New A-5 Notes”as applicable) reallocating the principal of Note A-2 A-1-A or Note A-1-B, as applicable among other New A-2 A-1-A Notes or New A-1-B Notes, the principal of Note A-3 among other New A-3 Notesas applicable, the principal of Note A-4 among other New A-4 Notes and the principal of Note A-5 among other New A-5 Notes, respectively; reducing the Interest Rates of such New A-2 Notes, New A-3 Notes, New A-4 Notes and New A-5 Notes or severing the Note A-2A-1-A or Note A-1-B, Note A-3as applicable, Note A-4 and Note A-5 into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-2A-1-A or Note A-1-B, Note A-3, Note A-4 and Note A-5, respectivelyas applicable, provided that (i) the aggregate principal balance of the New A-2 A-1-A Notes or New A-1-B Notes, New A-3 Notesas applicable, New A-4 Notes and New A-5 Notes following such amendments are is no greater than the principal balance of the original Note A-2A-1-A or Note A-1-B, Note A-3, Note A-4 and Note A-5, respectivelyas applicable, prior to such amendments, (ii) all New A-2 Notes, A-1-A Notes or New A-3 Notes, New A-4 Notes and New A-5 A-1-B Notes continue to have the same interest rate as the original Note A-2 NoteA-1-A or Note A-1-B, the original Note A-3, the original Note A-4 and the original Note A-5, respectivelyas applicable, prior to such amendments, (iii) all New A-2 Notes, A-1-A Notes or New A-3 Notes, New A-4 Notes and New A-5 A-1-B Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and Agreement, (iv) the entity Initial Note Holder holding the New A-2 A-1-A Notes or New A-1-B Notes, the New A-3 Notesas applicable, the New A-4 Notes and/or the New A-5 Notes shall notify the parties to the Servicing Agreement Note A-2 PSA and the Non-Lead Servicing Agreements Note A-3 PSA in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New A-1-A Notes or New A-1-B Notes shall not violate the Servicing Standard. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of either any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note A-2A-1-A or Note A-1-B, Note A-3, Note A-4 and/or Note A-5 (2) if Note A-2, Note A-3, Note A-4 A-1-A or Note A-5 are A-1-B is severed into “component” notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 A-1-A Notes or New A-1-B Notes, the New A-3 Notes, the New A-4 Notes and/or the New A-5 Notes; provided, however, that for the avoidance of doubt, no such amendment to the Mortgage Loan Documents and this Agreement may require the Master Servicer to violate the Servicing Standardas applicable. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this Section 21(aparagraph 18(a). The Initial Note Holder whose Note A-1-A or Note A-1-B is being reallocated or split pursuant to this Section 21(a18(a) shall reimburse the other Holder Holders for all costs and expenses incurred by the other Holder Holders in connection with the reallocation or split.
Appears in 2 contracts
Samples: Lender Agreement (COMM 2015-Lc23 Mortgage Trust), Lender Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc22)
Provisions Relating to Securitization. The (a)The Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-4 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower Borrowers to execute amended and restated notes or additional notes (in each either case, the “New A-2 Notes”, the “New A-3 Notes”, ” and the “New A-4 Notes” and the “New A-5 Notes”,) reallocating the principal of Note A-2 among other New A-2 Notes, the principal of Note A-3 among other New A-3 Notes, Notes and the principal of Note A-4 among other New A-4 Notes and the principal of Note A-5 among other New A-5 Notes, respectively; reducing the Interest Rates of such New A-2 Notes, New A-3 Notes, New A-4 Notes and New A-5 A-4 Notes or severing Note A-2, Note A-3, A-2 and Note A-4 and Note A-5 into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-2, Note A-3, Note A-4 A-2 and Note A-5A-4, respectively, provided that (i) the aggregate principal balance of the New A-2 Notes, New A-3 Notes, Notes and the New A-4 Notes and New A-5 Notes following such amendments are no greater than the principal balance of the original Note A-2, Note A-3, Note A-4 A-2 and Note A-5A-4, respectively, prior to such amendments, (ii) all New A-2 Notes, New A-3 Notes, New A-4 Notes and New A-5 A-4 Notes continue to have the same interest rate as the original Note A-2 Note, the original Note A-3, the original Note A-4 and the original Note A-5A-4, respectively, prior to such amendments, (iii) all New A-2 Notes, New A-3 Notes, New and new A-4 Notes and New A-5 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the entity holding the New A-2 Notes, the New A-3 Notes, and/or the New A-4 Notes and/or the New A-5 Notes shall notify the parties to the Servicing Agreement and the Non-Lead Servicing Agreements in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of either of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note A-2, Note A-3, A-2 and/or Note A-4 and/or Note A-5 (2) if Note A-2, Note A-3, A-2 or Note A-4 or Note A-5 are severed into “component” notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 Notes, the New A-3 Notes, the New A-4 Notes and/or the New A-5 A-4 Notes; provided, however, that for the avoidance of doubt, no such amendment to the Mortgage Loan Documents and this Agreement may require the Master Servicer to violate the Servicing Standard. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this Section 21(a). The Holder whose Note is being reallocated or split pursuant to this Section 21(a) shall reimburse the other Holder for all costs and expenses incurred by the other Holder in connection with the reallocation or split.
Appears in 1 contract
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2022-C18)