Common use of Resizing Clause in Contracts

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a “Resizing Entity”) is the owner of any Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Entity holding the New Notes shall notify the Controlling Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, provided the conditions set forth in clauses (i) through (iv) above are satisfied, the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 81 contracts

Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2024-5c29), Agreement Between Note Holders (BMO 2024-C9 Mortgage Trust), Agreement Between Note Holders (BBCMS Mortgage Trust 2024-C26)

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Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder JPM or an affiliate thereof (each, a “Resizing JPM Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing JPM Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing JPM Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing JPM Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the JPM Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 72 contracts

Samples: Lender Agreement (Benchmark 2022-B32 Mortgage Trust), Lender Agreement (Benchmark 2021-B31 Mortgage Trust), Co Lender Agreement (Benchmark 2021-B31 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. Each New Note shall constitute a “Note” hereunder without any further act or deed. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder, Non-Controlling Note Holder, Lead Securitization Note Holder or Non-Controlling Lead Securitization Note Holder hereunderhereunder associated with the Owned Note, the “Controlling Note Holder,or “Non-Controlling Note Holder”, “Lead Securitization Note Holder” or “Non-Lead Securitization Note Holder,” as applicable, shall be as provided in the definitions of such terms in this AgreementAgreement or as otherwise designated in writing by the Original Entity to the other Note Holders; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder; provided, further, that the Lead Securitization Note Holder shall be entitled to designate any New Note created from the existing Lead Securitization Note to be a Non-Lead Securitization Note hereunder.

Appears in 60 contracts

Samples: Agreement Between Note Holders (Bank5 2023-5yr4), Agreement Between Note Holders (Bank5 2023-5yr3), Agreement Between Note Holders (Bank5 2023-5yr2)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder GSMC or an affiliate thereof (each, a “Resizing GSMC Entity”) is the owner of any a Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing GSMC Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an such Owned Note to such New Notes; or severing an such Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing GSMC Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing GSMC Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the GSMC Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 60 contracts

Samples: Co Lender Agreement (GS Mortgage Securities Trust 2019-Gc38), Co Lender Agreement (GS Mortgage Securities Trust 2019-Gc38), Co Lender Agreement (GS Mortgage Securities Trust 2019-Gc38)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any an Initial Note Holder or an affiliate thereof (each, a an Resizing Initial Owner Entity”) is the owner of any a Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Initial Owner Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an such Owned Note to such New Notes; Notes or severing an such Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (including after a default and in connection with a condemnation or prepayment) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Initial Owner Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation or severance and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, as certified by the applicable Initial Owner Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each (which may include the amendment or addition of applicable defined terms to reflect the New Note shall be a “Notes) or such severing of such Owned Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New an Owned Note is created hereundersevered into “component” notes, such component notes shall each have the same rights as the related Owned Note. For the avoidance of doubt, Rating Agency Confirmation shall not be required for purposes any amendments to this Agreement required to facilitate the terms of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderSection 32.

Appears in 58 contracts

Samples: Lender Agreement (BBCMS Mortgage Trust 2024-5c29), Co Lender Agreement (BMO 2024-C9 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2024-5c27)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any a Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder Holder” or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, ,” as applicable, of such New Notes shall be as provided in the definitions definition of such terms in this Agreement; , provided that the Controlling Note Holder shall be entitled to designate any New Note created from the originally existing Controlling Note to be a Non-Controlling Note hereunderHolder. If the Lead Securitization Note Holder so requests, the Original Entity holding the New Notes shall (a) represent that the conditions set forth in (i) through (iv) have been satisfied and/or (b) deliver a confirmation of the continued applicability of this Agreement to the New Notes.

Appears in 58 contracts

Samples: Agreement Between Note Holders (Bank 2021-Bnk35), Agreement Between Note Holders (Benchmark 2021-B27 Mortgage Trust), Agreement Between Note Holders (Bank 2021-Bnk31)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder a Noteholder or an affiliate thereof of a Note Holder (each, a the “Resizing EntityHolder”) is the owner of any a Non-Lead Securitization Note that (the “Owned Note”) and such Owned Note is not included in a Securitization (each, an “Owned Note”)Securitization, such Resizing Entity Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Entity Holder holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing (which may be by e-mail) of such modified allocations and principal amounts. If , and (v) the Lead Securitization Note Holder so requests, the Resizing Entity holding the execution of such amendments and New Notes (and any subsequent holder of such Notes) shall execute a confirmation of does not violate the continuing applicability of this Agreement to the New Notes, as so modifiedServicing Standard. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied), (1) the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement (or to amend and restate any Mortgage Loan Document or this Agreement) on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal or severing of a Note (provided that such “component” notes shall each have their same rights as the respective original Note) and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If (2) if more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Lead Note Holder hereunder, the definition of the term Controlling Note HolderSecuritizationor “Non-Controlling Note Holder”and all of the related defined terms may be amended (and new terms added, as applicable, shall be as provided in necessary) to reflect the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderNotes.

Appears in 39 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)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 35 contracts

Samples: Agreement Between Note Holders (Bank 2019-Bnk18), Agreement Between Note Holders (Morgan Stanley Capital I Trust 2019-H6), Agreement Between Note Holders (Morgan Stanley Capital I Trust 2019-H7)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a “Resizing Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Resizing Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 33 contracts

Samples: Agreement Between Note Holders (UBS Commercial Mortgage Trust 2017-C6), Agreement Between Note Holders (CCUBS Commercial Mortgage Trust 2017-C1), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2017-C5)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any an Initial Note Holder or an affiliate thereof (each, a “Resizing Entity”) is the owner of any a Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Entity Initial Note Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an such Owned Note to such New Notes; or severing an such Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Entity Initial Note Holder holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Entity Initial Note Holder holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Initial Note Holder, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 32 contracts

Samples: Co Lender Agreement (GS Mortgage Securities Trust 2019-Gc39), Co Lender Agreement (GS Mortgage Securities Trust 2019-Gc38), Co Lender Agreement (DBGS 2018-C1 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder CREFI or an affiliate thereof (each, a “Resizing CREFI Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing CREFI Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; Notes or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (including after a default and in connection with a condemnation or prepayment) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing CREFI Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation or severance and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other NoteNote Holder. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, as certified by the CREFI Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each (which may include the amendment or addition of applicable defined terms to reflect the New Note shall be a “Notes) or such severing of the Owned Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New an Owned Note is created hereundersevered into “component” notes, such component notes shall each have the same rights as the related Owned Note. For the avoidance of doubt, Rating Agency Confirmation shall not be required for purposes any amendments to this Agreement required to facilitate the terms of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderSection 33.

Appears in 32 contracts

Samples: Co Lender Agreement (BMO 2023-5c2 Mortgage Trust), Co Lender Agreement (Benchmark 2023-V3 Mortgage Trust), Co Lender Agreement (Benchmark 2023-B39 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder Starwood or an affiliate thereof (each, a “Resizing Starwood Entity”) is the owner of any a Note or a portion thereof that is has not included in been sold pursuant to a Securitization (eachsuch Note or portion thereof, an the “Owned Note”), such Resizing Starwood Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Starwood Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Starwood Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Starwood Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 32 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 2019-L2)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder CREFI or an affiliate thereof (each, a “Resizing CREFI Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing CREFI Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable “New Notes”) reallocating the principal of an Owned Note to such New Notes; Notes or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (including after a default and in connection with a condemnation or prepayment) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing CREFI Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation or severance and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other NoteNote Holder. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, as certified by the CREFI Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each (which may include the amendment or addition of applicable defined terms to reflect the New Note shall be a “Notes) or such severing of an Owned Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New an Owned Note is created hereundersevered into “component” notes, such component notes shall each have the same rights as the related Owned Note. For the avoidance of doubt, Rating Agency Confirmation shall not be required for purposes any amendments to this Agreement required to facilitate the terms of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderSection 33.

Appears in 31 contracts

Samples: Co Lender Agreement (Bank5 2023-5yr3), Co Lender Agreement (BBCMS Mortgage Trust 2023-C21), Co Lender Agreement (Benchmark 2023-B39 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any a Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one the Lead Securitization Note Holder so requests, the Original Entity holding the New Notes shall (a) represent that the conditions set forth in (i) through (iv) have been satisfied and/or (b) deliver a confirmation of the continued applicability of this Agreement to the New Notes. If the Controlling Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunderinvolved in any resizing contemplated by this Section 32, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling applicable Note Holder shall be entitled to designate any one of the related New Notes as the Controlling Note, and the definitions of “Controlling Note” and “Controlling Note Holder” shall be deemed to have been revised accordingly. Any New Note that is created from in a resizing contemplated by this Section 32 and that is not the existing Controlling Note shall be deemed to be a Non-Controlling Note hereunderunder this Agreement, the definitions of “Non-Controlling Note” and “Non-Controlling Note Holder” shall be deemed to have been revised accordingly to include such New Notes, and the applicable Note Holders of such Non-Controlling Notes shall have the same rights and responsibilities as all other Non-Controlling Note Holders.

Appears in 31 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)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder MSMCH or an affiliate thereof (each, a an Resizing MSMCH Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing MSMCH Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing MSMCH Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing MSMCH Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, with respect to clauses (i) through (iv), as certified by the MSMCH Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 30 contracts

Samples: Agreement Between Note Holders (Morgan Stanley Capital I Trust 2017-H1), Agreement Between Note Holders (Bank 2017-Bnk5), Agreement Between Note Holders (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder CREFI or an affiliate thereof (each, a “Resizing CREFI Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing CREFI Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; Notes or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (including after a default and in connection with a condemnation or prepayment) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing CREFI Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation or severance and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, as certified by the CREFI Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each (which may include the amendment or addition of applicable defined terms to reflect the New Note shall be a “Notes) or such severing of the Owned Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New an Owned Note is created hereundersevered into “component” notes, such component notes shall each have the same rights as the related Owned Note. For the avoidance of doubt, Rating Agency Confirmation shall not be required for purposes any amendments to this Agreement required to facilitate the terms of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderSection 33.

Appears in 27 contracts

Samples: Co Lender Agreement (Benchmark 2020-B17 Mortgage Trust), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2020-Gc46), Lender Agreement (Citigroup Commercial Mortgage Trust 2020-Gc46)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder CFI or an affiliate thereof Affiliate of CFI (each, a an Resizing Original Entity”) is the owner of any a Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note Note; provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderprincipal.

Appears in 25 contracts

Samples: Agreement Between Noteholders (BBCMS Mortgage Trust 2018-C2), Agreement Between Noteholders (Morgan Stanley Capital I Trust 2018-L1), Agreement (Morgan Stanley Capital I Trust 2018-H3)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 25 contracts

Samples: Agreement Between Note Holders (Morgan Stanley Capital I Trust 2018-H3), Agreement Between Note Holders (CSAIL 2018-Cx11 Commercial Mortgage Trust), Agreement Between Note Holders (Bank 2018-Bnk10)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any a Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder Holder” or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or Non-Controlling Note Holder”, ,” as applicable, of such New Notes shall be as provided in the definitions definition of such terms in this Agreement; , provided that the Controlling Note Holder shall be entitled to designate any New Note created from the originally existing Controlling Note to be a Non-Controlling Note hereunderHolder. If the Lead Securitization Note Holder so requests, the Original Entity holding the New Notes shall (a) represent that the conditions set forth in (i) through (iv) have been satisfied and/or (b) deliver a confirmation of the continued applicability of this Agreement to the New Notes.

Appears in 24 contracts

Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2018-C44), Amended and Restated Agreement Between Note Holders (Bank 2018-Bnk11), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2018-C43)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder BANA or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amountsamounts and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, and, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 23 contracts

Samples: Agreement Between Note Holders (Bank 2023-Bnk45), Agreement Between Note Holders (Bank 2022-Bnk41), Agreement Between Note Holders (Bank 2022-Bnk41)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder WFB or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 22 contracts

Samples: Agreement Between Note Holders (Morgan Stanley Capital I Trust 2016-Bnk2), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2016-Lc24), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2016-Bnk1)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any an Initial Note Holder or an affiliate thereof of an Initial Note Holder (each, a the “Resizing EntityHolder”) is the owner of any Non-Lead Securitization Note that (the “Owned Note”) and such Owned Note is not included in a Securitization (each, an “Owned Note”)Securitization, such Resizing Entity Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; Notes or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note Note; provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendmentsamendments or re-allocations, (iii) all 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 Resizing Entity Holder holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes Holder (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Resizing Holder, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New the Controlling Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunderinvolved in any resizing contemplated by this Section 31, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling applicable Note Holder shall be entitled to designate any one of the related New Notes as the Controlling Note, and the definitions of “Controlling Note” and “Controlling Note Holder” shall be deemed to have been revised accordingly. Any New Note that is created from in a resizing contemplated by this Section 31 and is not the existing Controlling Note shall be deemed to be a Non-Controlling Note hereunderunder this Agreement, the definitions of “Non-Controlling Note” and “Non-Controlling Note Holder” shall be deemed to have been revised accordingly to include such New Notes, and the applicable Note Holders of such Non-Controlling Notes shall have the same rights and responsibilities as all other Non-Controlling Note Holders.

Appears in 22 contracts

Samples: Co Lender Agreement (BBCMS Mortgage Trust 2024-5c27), Co Lender Agreement (Bank5 2024-5yr7), Co Lender Agreement (BMO 2024-5c4 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, each a “Resizing Entity”) is the owner of any Note that is not included in a Securitization (each, each an “Owned Note”), such Resizing Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable either case “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, with respect to (i) through (iv), as certified by the Resizing Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a the Controlling Note Holder or a Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 21 contracts

Samples: Agreement Between Note Holders (Benchmark 2024-V9 Mortgage Trust), Agreement Between Note Holders (BBCMS Mortgage Trust 2023-C21), Agreement Between Note Holders (BBCMS Mortgage Trust 2023-C21)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 21 contracts

Samples: Agreement Between Note Holders (GS Mortgage Securities Trust 2019-Gc40), Agreement Between Note Holders (Benchmark 2019-B11 Mortgage Trust), Agreement Between Note Holders (GS Mortgage Securities Trust 2019-Gc39)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any an Initial Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any a Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all A Notes pay pro rata and on a pari passu basis and such reallocated or component notes New Notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Accepted Servicing Practices. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 20 contracts

Samples: Lender Agreement (Benchmark 2020-B19 Mortgage Trust), Co Lender Agreement (Benchmark 2020-B19 Mortgage Trust), Co Lender Agreement (DBJPM 2020-C9 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any an Initial Note Holder or an affiliate thereof of an Initial Note Holder (each, a the “Resizing EntityHolder”) is the owner of any a Non-Lead Securitization Note that (the “Owned Note”) and such Owned Note is not included in a Securitization (each, an “Owned Note”)Securitization, such Resizing Entity Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendmentsamendments or re-allocations, (iii) all Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Entity holding the New Notes Holder shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing (which may be by e-mail) of such modified allocations and principal amounts. If , and (v) the Lead Securitization Note Holder so requests, the Resizing Entity holding the execution of such amendments and New Notes (and any subsequent holder of such Notes) shall execute a confirmation of does not violate the continuing applicability of this Agreement to the New Notes, as so modifiedServicing Standard. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied), (1) the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement (or to amend and restate any Mortgage Loan Document or this Agreement) on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal or severing of a Note (provided that such “component” notes shall each have their same rights as the respective original Note) and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If (2) if more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Lead Note Holder hereunder, the definition of the term Controlling Note HolderSecuritizationor “Non-Controlling Note Holder”and all of the related defined terms may be amended (and new terms added, as applicable, shall be as provided in necessary) to reflect the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderNotes.

Appears in 18 contracts

Samples: Co Lender Agreement (Benchmark 2019-B9 Mortgage Trust), Co Lender Agreement (Benchmark 2018-B8 Mortgage Trust), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2018-C48)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder SPREF XX XX LLC or an affiliate thereof (each, a an Resizing AREF Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing AREF Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable either case “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing AREF Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing AREF Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the AREF Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, Holder of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 18 contracts

Samples: Agreement Between Note Holders (Morgan Stanley Capital I Trust 2019-L2), Agreement Between Note Holders (CSAIL 2018-C14 Commercial Mortgage Trust), Agreement Between Note Holders (Morgan Stanley Capital I Trust 2018-H4)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any an Initial Note Holder or an affiliate thereof of an Initial Note Holder (each, a the “Resizing EntityHolder”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), and such Owned Note is not included in a Securitization, such Resizing Entity Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; Notes or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note Note; provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendmentsamendments or re-allocations, (iii) all 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 Resizing Entity Holder holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes Holder (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Resizing Holder, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New the Controlling Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunderinvolved in any resizing contemplated by this Section 31, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling applicable Note Holder shall be entitled to designate any one of the related New Notes as the Controlling Note, and the definitions of “Controlling Note” and “Controlling Note Holder” shall be deemed to have been revised accordingly. Any New Note that is created from in a resizing contemplated by this Section 31 and is not the existing Controlling Note shall be deemed to be a Non-Controlling Note hereunderunder this Agreement, the definitions of “Non-Controlling Note” and “Non-Controlling Note Holder” shall be deemed to have been revised accordingly to include such New Notes, and the applicable Note Holders of such Non-Controlling Notes shall have the same rights and responsibilities as all other Non-Controlling Note Holders.

Appears in 18 contracts

Samples: Co Lender Agreement (Bank 2024-Bnk47), Co Lender Agreement (BBCMS Mortgage Trust 2024-C26), Co Lender Agreement (BMO 2024-C8 Mortgage Trust)

Resizing. Notwithstanding The Note B Holder agrees that if, in connection with a Securitization, any other provision of this Agreement, for so long as any Senior Noteholder determines that it is advantageous to resize its Senior Note Holder or an affiliate thereof (each, a “Resizing Entity”) is the owner of any Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause by causing the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an Owned such Senior Note to such New Notes, the Note B Holder shall cooperate with such Senior Noteholder to effect such resizing at such Senior Noteholder’s expense, as applicable; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments the creation thereof is no greater than the aggregate principal balance of such Owned the related Senior Note immediately prior to such amendmentsthe creation of the New Notes, (ii) all such New Notes continue to have are pari passu with each other, (iii) the same weighted average interest rate of all outstanding New Notes following the creation thereof is the same as the Notes interest rate of the related Senior Note immediately prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms creation of this Agreementthe New Notes, and (iv) no such resizing shall (a) change the Resizing Entity holding interest allocable to, or the New Notes shall notify amount of any payments due to, the Controlling Note B Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing or priority of such modified allocations and principal amounts. If payments, or (b) increase the Lead Securitization Note Holder so requestsB Holder’s obligations or decrease the Note B Holder’s rights, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified remedies or amended without the consent of its holder and the consent of the holder of each other Noteprotections. In connection with the foregoing, provided the conditions set forth in clauses (i) through (iv) above are satisfiedresizing of a Senior Note, the Master Servicer is hereby authorized and directed related Senior Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion. Any cap on a Senior Noteholder’s obligation to execute amendments pay the Note B Holder’s expenses pursuant to Section 40 of this Agreement shall not apply to the Mortgage Loan Documents and Note B Holder’s expenses in connection with a resizing pursuant to this Agreement on behalf of Section 38 or any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights Securitization of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderresized Senior Note.

Appears in 17 contracts

Samples: Agreement (GS Mortgage Securities Trust 2020-Gsa2), Agreement (JPMDB Commercial Mortgage Securities Trust 2019-Cor6), Agreement Between Noteholders (Benchmark 2019-B14 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder Barclays or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal balance of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

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)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Initial Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any a Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis Pro Rata and Pari Passu Basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder. For the avoidance of doubt, the parties agree and acknowledge that a modification or amendment to this Agreement shall not be required in connection with the exercise of any rights under this Section 32.

Appears in 16 contracts

Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2024-C63), Agreement Between Note Holders (BBCMS Mortgage Trust 2024-C28), Agreement Between Note Holders (BMO 2024-C9 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any an Initial Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any a Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes, Senior Notes and Junior Notes continue to have the same weighted average interest rate as the Notes, Senior Notes and Junior Notes, respectively, prior to such amendments, (iii) all Senior Notes pay pro rata and on a pari passu basis Pro Rata and Pari Passu Basis (to the extent set forth in Section 3), all Junior Notes pay on a Pro Rata and Pari Passu Basis (to the extent set forth in Section 3) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied and, with respect to the conditions set forth in (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that if a Note is severed into more than one New Note, each New Note shall have the same rights as the respective original Note and each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder Holder, as applicable, hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 16 contracts

Samples: Agreement Between Note Holders (UBS Commercial Mortgage Trust 2017-C7), Agreement Between Note Holders (Bank 2017-Bnk9), Agreement Between Note Holders (CD 2017-Cd6 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any a Note Holder Holder, or an affiliate thereof of a Note Holder (each, each a “Resizing EntityHolder”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, each an “Owned Note”), and such Owned Note is not in a Securitization such Resizing Entity Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Entity Holder holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing (which may be by email) of such modified allocations and principal amountsamounts and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Entity Holder holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, and, with respect to clauses (i) through (iv), as certified by the Resizing Holder, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 16 contracts

Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2023-C22), Agreement Between Note Holders (BMO 2023-C6 Mortgage Trust), Agreement Between Note Holders (Bank 2020-Bnk25)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Initial Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any a Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis Pro Rata and Pari Passu Basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 16 contracts

Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2024-C26), Agreement Between Note Holders (BBCMS Mortgage Trust 2024-C24), Agreement Between Note Holders (MSWF Commercial Mortgage Trust 2023-2)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder JPM or an affiliate thereof (each, a “Resizing JPM Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing JPM Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing JPM Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing JPM Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, provided the conditions set forth in clauses (i) through (iv) above are satisfied, the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.in

Appears in 15 contracts

Samples: Co Lender Agreement (Benchmark 2020-B18 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7), Co Lender Agreement (Benchmark 2020-B17 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder (whether or not an Initial Note Holder) or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. Each New Note shall constitute a “Note” hereunder without any further act or deed. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation or severance and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder, Non-Controlling Note Holder, Lead Securitization Note Holder or Non-Controlling Lead Securitization Note Holder hereunderhereunder associated with the Owned Note, the “Controlling Note Holder,or “Non-Controlling Note Holder”, “Lead Securitization Note Holder” or “Non-Lead Securitization Note Holder,” as applicable, shall be as provided in the definitions of such terms in this AgreementAgreement or as otherwise designated in writing by the Original Entity to the other Note Holders; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder; provided, further, that the Lead Securitization Note Holder shall be entitled to designate any New Note created from the existing Lead Securitization Note to be a Non-Lead Securitization Note hereunder. The parties agree and acknowledge that a modification or amendment to this Agreement shall not be required in connection with the exercise of any rights under this Section 32.

Appears in 15 contracts

Samples: Agreement Between Note Holders (Benchmark 2024-V8 Mortgage Trust), Agreement Between Note Holders (Bank5 2024-5yr7), Agreement Between Note Holders (BBCMS Mortgage Trust 2024-5c29)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 14 contracts

Samples: Agreement Between Note Holders (Benchmark 2022-B37 Mortgage Trust), Agreement Between Note Holders (BMO 2022-C3 Mortgage Trust), Agreement Between Note Holders (BMO 2022-C2 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder BANA or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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, Agreement and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 14 contracts

Samples: Agreement Between Note Holders (Bank 2019-Bnk19), Agreement Between Note Holders (Bank 2019-Bnk18), Version Agreement Between Note Holders (Bank 2019-Bnk16)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a “Resizing Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Resizing Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 14 contracts

Samples: Agreement Between Note Holders (BENCHMARK 2018-B2 Mortgage Trust), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2018-C8), Agreement Between Note Holders (CD 2017-Cd6 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Initial Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amountsamounts and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. For avoidance of doubt, no amendment to this Agreement shall be required in order to effectuate such reallocation of the principal of the Owned Notes to the New Notes as described in the immediately preceding sentence. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, and, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents Documents, if applicable, and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 14 contracts

Samples: Agreement Between Note Holders (Benchmark 2023-B40 Mortgage Trust), Agreement Between Note Holders (MSWF Commercial Mortgage Trust 2023-2), Agreement Between Note Holders (Benchmark 2023-V4 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any a Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder Holder” or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or Non-Controlling Note Holder”, as applicable, of such New Notes shall be as provided in the definitions definition of such terms in this Agreement; , provided that the Controlling Note Holder shall be entitled to designate any New Note created from the originally existing Controlling Note to be a Non-Controlling Note hereunderHolder. If the Lead Securitization Note Holder so requests, the Original Entity holding the New Notes shall (a) represent that the conditions set forth in (i) through (iv) have been satisfied and/or (b) deliver a confirmation of the continued applicability of this Agreement to the New Notes.

Appears in 14 contracts

Samples: Agreement Between Note Holders (Bank 2023-Bnk45), Agreement Between Note Holders (Bank 2022-Bnk43), Agreement Between Note Holders (CSAIL 2019-C16 Commercial Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any a Note Holder or an affiliate thereof of a Note Holder (each, a an Resizing Original Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), and such Resizing Owned Note is not in a Securitization, such Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing (which may be by email) of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderprincipal.

Appears in 13 contracts

Samples: Co Lender Agreement (Benchmark 2018-B1 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C7), Co Lender Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any an Initial Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any a Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes, the Senior Notes, the Junior A Notes and the Junior B Notes continue to have the same weighted average interest rate as the Notes, the Senior Notes, the Junior A Notes and the Junior B Notes, respectively, prior to such amendments, (iii) principal may only be reallocated between Senior Notes, between Junior A Notes or between Junior B Notes, (iv) all Senior Notes pay pro rata on a Pro Rata and Pari Passu Basis (to the extent set forth in Section 3), all Junior A Notes pay on a Pro Rata and Pari Passu Basis and on a pari passu generally subordinated basis to the Senior Notes (to the extent set forth in Section 3), the Junior B Notes pay on a Pro Rata and Pari Passu Basis and on a generally subordinated basis to the Senior Note and the Junior A Notes (to the extent set forth in Section 3) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (ivv) the Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied and, with respect to the conditions set forth in (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that if a Note is severed into more than one New Note, each New Note shall have the same rights as the respective original Note and each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder Holder, as applicable, hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder. For the avoidance of doubt, no Note resizing pursuant to this Section may result in any increase in the aggregate principal amount of the Senior Notes or of the Junior A Notes.

Appears in 12 contracts

Samples: Agreement Between Note Holders (Morgan Stanley Capital I Trust 2020-Hr8), Agreement Between Note Holders (Benchmark 2020-B18 Mortgage Trust), Agreement Between Note Holders (Bank 2020-Bnk27)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder JPM or an affiliate thereof (each, a “Resizing JPM Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing JPM Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing JPM Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing JPM Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the JPM Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder Holders hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 12 contracts

Samples: Co Lender Agreement (DBJPM 2020-C9 Mortgage Trust), Co Lender Agreement (Benchmark 2020-B18 Mortgage Trust), Lender Agreement (Benchmark 2018-B4 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder Barclays or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal balance of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or each Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

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)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder Column, Xxxxx, Regions or an affiliate of any thereof (each, a an Resizing Original Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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, Agreement and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 11 contracts

Samples: Agreement Between Note Holders (CSAIL 2019-C18 Commercial Mortgage Trust), Agreement Between Note Holders (CSAIL 2019-C16 Commercial Mortgage Trust), Agreement Between Note Holders (CSAIL 2019-C15 Commercial Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder BANA, Barclays, SocGen, WFB or an affiliate thereof of any of them (each, a an Resizing Original Entity”) is the owner of any a Non-Controlling Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

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)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder BANA or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Note that is has not been included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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, Agreement and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling Note HolderLead Securitization Noteholder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder Noteholder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note HoldersNoteholders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder Noteholder or Non-Controlling Note Holder Noteholder hereunder, the “Controlling Note HolderNoteholder” or “Non-Controlling Note HolderNoteholder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder Noteholder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 10 contracts

Samples: And Restated Agreement (Bank 2021-Bnk32), And Restated Agreement (Bank 2020-Bnk30), Agreement Between Noteholders (Bank 2021-Bnk36)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Non-Lead Securitization Note Holder or an affiliate thereof (each, a “Resizing Entity”) is the owner of any Note that is has not been included in a Securitization, the Note Holder with respect to such Non-Lead Securitization Note (each, an “Owned Note”), such Resizing Entity ) shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Entity Note Holder holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amountsamounts and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Entity Note Holder holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, and, with respect to clauses (i) through (iv), as certified by the applicable Note Holder, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 10 contracts

Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2020-C8), Agreement Between Note Holders (Bank 2020-Bnk28), Agreement Between Note Holders (Bank 2020-Bnk25)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any a Note Holder or an affiliate thereof of a Note Holder (each, a the “Resizing EntityNote Holder”) is the owner of any a Non-Lead Securitization Note that (the “Owned Note”) and such Owned Note is not included in a Securitization (each, an “Owned Note”)Securitization, such Resizing Entity Note Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Entity Note Holder holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing (which may be by e-mail) of such modified allocations and principal amounts. If , and (v) the Lead Securitization Note Holder so requests, the Resizing Entity holding the execution of such amendments and New Notes (and any subsequent holder of such Notes) shall execute a confirmation of does not violate the continuing applicability of this Agreement to the New Notes, as so modifiedServicing Standard. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied), (1) the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement (or to amend and restate any Mortgage Loan Document or this Agreement) on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal or severing of a Note (provided that such “component” notes shall each have their same rights as the respective original Note) and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If (2) if more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Lead Note Holder hereunder, the definition of the term Controlling Note HolderSecuritizationor “Non-Controlling Note Holder”and all of the related defined terms may be amended (and new terms added, as applicable, shall be as provided in necessary) to reflect the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderNotes.

Appears in 10 contracts

Samples: Co Lender Agreement (Benchmark 2022-B32 Mortgage Trust), Co Lender Agreement (Benchmark 2021-B31 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2021-C12)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder UBSRES or BANA, or an affiliate thereof (each, a each an Resizing Original Entity”) is the owner of any each Non-Lead Securitization Note that is not included in a Securitization (each, each an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 10 contracts

Samples: Agreement Between Note Holders (Bank of America Merrill Lynch Commercial Mortgage Trust 2016-Ubs10), Agreement Between Note Holders (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29), Agreement Between Note Holders (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder (whether or not an Initial Note Holder) or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. Each New Note shall constitute a “Note” hereunder without any further act or deed. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation or severance and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder, Non-Controlling Note Holder, Lead Securitization Note Holder or Non-Controlling Lead Securitization Note Holder hereunderhereunder associated with the Owned Note, the “Controlling Note Holder,or “Non-Controlling Note Holder”, “Lead Securitization Note Holder” or “Non-Lead Securitization Note Holder,” as applicable, shall be as provided in the definitions of such terms in this AgreementAgreement or as otherwise designated in writing by the Original Entity to the other Note Holders; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder; provided, further, that the Lead Securitization Note Holder shall be entitled to designate any New Note created from the existing Lead Securitization Note to be a Non-Lead Securitization Note hereunder.

Appears in 10 contracts

Samples: Agreement Between Note Holders (Bank 2024-Bnk47), Agreement Between Note Holders (BMO 2024-C8 Mortgage Trust), Agreement Between Note Holders (MSWF Commercial Mortgage Trust 2023-2)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; Notes or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis Pro Rata and Pari Passu Basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 10 contracts

Samples: Agreement Between Note Holders (BMO 2024-C9 Mortgage Trust), Agreement Between Note Holders (Bank 2024-Bnk47), Agreement Between Note Holders (BBCMS Mortgage Trust 2023-C21)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder Column, MSMCH or an affiliate thereof of either of them (each, a an Resizing Original Entity”) is the owner of any a Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 9 contracts

Samples: Co Lender Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28), Co Lender Agreement (CSAIL 2016-C5 Commercial Mortgage Trust), Co Lender Agreement (CSAIL 2016-C6 Commercial Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any an Initial Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any a Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis and such reallocated or component notes New Notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Accepted Servicing Practices. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 9 contracts

Samples: Co Lender Agreement (Bank5 2023-5yr3), Co Lender Agreement (Benchmark 2023-V3 Mortgage Trust), Co Lender Agreement (Benchmark 2023-B39 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any an Initial Note Holder or an affiliate thereof of an Initial Note Holder (each, a the “Resizing EntityHolder”) is the owner of any Non-Lead Securitization Note that (the “Owned Note”) and such Owned Note is not included in a Securitization (each, an “Owned Note”)Securitization, such Resizing Entity Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; Notes or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note Note; provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendmentsamendments or re-allocations, (iii) all 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 Resizing Entity Holder holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes Holder (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Resizing Holder, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder Holders hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 9 contracts

Samples: Co Lender Agreement (Benchmark 2020-B21 Mortgage Trust), Co Lender Agreement (DBJPM 2020-C9 Mortgage Trust), Co Lender Agreement (Benchmark 2020-B18 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder CGMRC or an affiliate thereof (each, a “Resizing CGMRC Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing CGMRC Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; Notes or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (including after a default and in connection with a condemnation or prepayment) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing CGMRC Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation or severance and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, as certified by the CGMRC Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each (which may include the amendment or addition of applicable defined terms to reflect the New Note shall be a “Notes) or such severing of the Owned Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New an Owned Note is created hereundersevered into “component” notes, such component notes shall each have the same rights as the related Owned Note. For the avoidance of doubt, Rating Agency Confirmation shall not be required for purposes any amendments to this Agreement required to facilitate the terms of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderSection 32.

Appears in 9 contracts

Samples: Co Lender Agreement (CD 2017-Cd4 Mortgage Trust), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P7), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P7)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any a Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, provided the conditions set forth in clauses (i) through (iv) above are satisfied, the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.other

Appears in 9 contracts

Samples: Agreement Between Note Holders (Bank 2022-Bnk43), Agreement Between Note Holders (Bank 2022-Bnk42), Agreement Between Note Holders (Bank 2022-Bnk42)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder Senior Noteholder or an affiliate thereof (each, a “Securitizing/Resizing Entity”) is the owner of any Senior Note that is not included in a Securitization (each, an “Owned Note”), such Securitizing/Resizing Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an any Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided Note; provided, that (i) the aggregate principal balance of all outstanding New Notes following any such amendments amendment is no greater than the aggregate principal amount of such the applicable Owned Note prior to such amendmentsamendment, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Senior Notes pay pro rata and on a pari passu basis Pro Rata and Pari Passu Basis and such reallocated or component notes New Notes shall be automatically subject to the terms of this Agreement, and (iv) the Securitizing/Resizing Entity holding the New Notes shall notify the Controlling Note HolderNoteholder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note HoldersNoteholders, as applicable, solely for the purpose of reflecting such reallocation of principal and that if an Owned Note is severed into more than one New Note, each New Note shall have the same rights as the respective original Owned Note and each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note HolderNoteholder” or “Non-Controlling Note HolderNoteholder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder Noteholder shall be entitled to designate any New Note created from the existing Controlling Note controlling note to be a Non-Controlling Note hereunder.

Appears in 8 contracts

Samples: Agreement Among Noteholders (BBCMS Mortgage Trust 2019-C3), Agreement Among Noteholders (Wells Fargo Commercial Mortgage Trust 2019-C50), Agreement Among Noteholders (UBS Commercial Mortgage Trust 2019-C16)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder BANA, Barclays, or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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, Agreement and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 8 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)

Resizing. Notwithstanding any other provision of this AgreementAgreement (but subject to the Servicing Standard), for so long as any Note Holder CREFI or an affiliate thereof (each, a “Resizing CREFI Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing CREFI Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; Notes or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (including after a default and in connection with a condemnation or prepayment) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing CREFI Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation or severance and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other NoteNote Holder. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, as certified by the CREFI Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and (if the CREFI Entity so requests and directs) this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto; provided, however, that no such amendment to the Mortgage Loan Documents or this Agreement requested by the CREFI Entity may require the Master Servicer to violate the Servicing Standard. If more than one New the Controlling Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunderinvolved in any resizing contemplated by this Section 33, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling applicable Note Holder shall be entitled to designate any one of the related New Notes as the Controlling Note, and the definitions of “Controlling Note” and “Controlling Note Holder” shall be deemed to have been revised accordingly. Any New Note that is created from in a resizing contemplated by this Section 33 and is not the existing Controlling Note shall be deemed to be a Non-Controlling Note hereunderunder this Agreement, the definitions of “Non-Controlling Note” and “Non-Controlling Note Holder” shall be deemed to have been revised accordingly to include such New Notes, and the applicable Note Holders of such Non-Controlling Notes shall have the same rights and responsibilities as all other Non-Controlling Note Holders. For the avoidance of doubt, Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this Section 33.

Appears in 8 contracts

Samples: Co Lender Agreement (BBCMS Mortgage Trust 2024-5c25), Co Lender Agreement (BMO 2024-5c3 Mortgage Trust), Co Lender Agreement (BMO 2024-5c3 Mortgage Trust)

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Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder Natixis or an affiliate thereof of Natixis (each, a an Resizing Original Entity”) is the owner of any a Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Senior Note Holder hereunder, the “Non-Controlling Senior Note Holder” or “Non-Controlling Note Holder”, as applicable, of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 8 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)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any an Initial Note Holder or an affiliate thereof of an Initial Note Holder (each, a the “Resizing EntityHolder”) is the owner of any Non-Lead Securitization Note that (the “Owned Note”) and such Owned Note is not included in a Securitization (each, an “Owned Note”)Securitization, such Resizing Entity Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; Notes or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note Note; provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendmentsamendments or re-allocations, (iii) all 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 Resizing Entity Holder holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes Holder (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Resizing Holder, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New the Controlling Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunderinvolved in any resizing contemplated by this Section 31, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling applicable Note Holder shall be entitled to designate any one of the related New Notes as the Controlling Note, and the definitions of “Controlling Note” and “Controlling Note Holder” shall be deemed to have been revised accordingly. Any New Note that is created from in a resizing contemplated by this Section 31 and is not the existing Controlling Note shall be deemed to be a Non-Controlling Note hereunderunder this Agreement, the definitions of “Non-Controlling Note” and “Non-Controlling Note Holder” shall be deemed to have been revised accordingly to include such New Notes, and the applicable Note Holders of such Non-Controlling Notes shall have the same rights and responsibilities as all other Non-Controlling Note Holders. For the avoidance of doubt, the parties agree and acknowledge that a modification or amendment to this Agreement shall not be required in connection with the exercise of any rights under this Section 31.

Appears in 8 contracts

Samples: Co Lender Agreement (BBCMS Mortgage Trust 2023-C19), Co Lender Agreement (Bank5 2023-5yr1), Co Lender Agreement (FIVE 2023-V1 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder Grass River Warehouse Facility Entity One, LLC or an affiliate thereof (each, each a “Resizing Grass River Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Grass River Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable either case “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Grass River Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Grass River Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Grass River Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, Holder of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 8 contracts

Samples: Agreement Between Note Holders (CSAIL 2020-C19 Commercial Mortgage Trust), Agreement Between Note Holders (CSAIL 2020-C19 Commercial Mortgage Trust), Agreement Between Note Holders (CSAIL 2020-C19 Commercial Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder Barclays, SG or an affiliate thereof of either of them (each, a an Resizing Original Entity”) is the owner of any a Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate Accepted Servicing Practices. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

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)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder BANA, CGMRC or an affiliate of either thereof (each, a an Resizing Original Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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, Agreement and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 8 contracts

Samples: Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2016-Bnk1), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2016-Bnk1), Agreement Between Note Holders (Wells Fargo Commercial Mortgage Trust 2016-Bnk1)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder Barclays or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal balance of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

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)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder Senior Noteholder or an affiliate thereof (each, a “Securitizing/Resizing Entity”) is the owner of any Senior Note that is not included in a Securitization (each, an “Owned Note”), such Securitizing/Resizing Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an any Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided Note; provided, that (i) the aggregate principal balance of all outstanding New Notes following any such amendments amendment is no greater than the aggregate principal amount of such the applicable Owned Note prior to such amendmentsamendment, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Senior Notes pay pro rata and on a pari passu basis Pro Rata and Pari Passu Basis and such reallocated or component notes New Notes shall be automatically subject to the terms of this Agreement, and (iv) the Securitizing/Resizing Entity holding the New Notes shall notify the Controlling Note HolderNoteholder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that if an Owned Note is severed into more than one New Note, each New Note shall have the same rights as the respective original Owned Note and each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note HolderNoteholder” or “Non-Controlling Note HolderNoteholder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder Noteholder shall be entitled to designate any New Note created from the existing Controlling Note controlling note to be a Non-Controlling Note hereunder.

Appears in 8 contracts

Samples: Agreement Among Noteholders (Wells Fargo Commercial Mortgage Trust 2020-C57), Agreement Among Noteholders (UBS Commercial Mortgage Trust 2019-C18), Agreement Among Noteholders (UBS Commercial Mortgage Trust 2019-C16)

Resizing. Notwithstanding any other provision of this AgreementIn connection with the Mortgage Loan, for so long as any Note Holder or an affiliate thereof (each, a “Resizing Entity”) is the owner of any Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Entity shall have the righteach Noteholder agrees, subject to the terms of the Mortgage Loan Documentsclause (iii) below, that if a Note A Holder determines that it is advantageous to cause resize its Note by causing the Mortgage Loan Borrower to execute amended and restated notes or additional pari passu notes (in each either case, as applicable “New Notes”) reallocating the principal of an Owned such Note to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments the creation thereof is no greater than the aggregate principal balance of such Owned Note or Notes immediately prior to such amendmentsthe creation of the New Notes, (ii) the weighted average Interest Rate of all outstanding New Notes continue to have following the creation thereof is the same weighted average interest rate as the Interest Rate of the related Note or Notes immediately prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms creation of this Agreement, and (iv) the Resizing Entity holding the New Notes shall notify the Controlling Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modifiedand (iii) no such resizing shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. Except for In connection with any resizing of an A Note, the foregoing reallocation and for modifications pursuant to related Noteholder may allocate its rights hereunder among the Lead Securitization Servicing Agreement (as discussed New Notes in Section 5), no Note may be modified or amended without the consent of any manner in its holder and the consent of the holder of each other Notesole discretion. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iviii) above are satisfied, with respect to (i) through (iii), as certified by the resizing Noteholder, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note HoldersNoteholders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each principal. Any New Note Notes shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising have the rights and obligations of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderNoteholder.

Appears in 8 contracts

Samples: Co Lender Agreement (BBCMS Mortgage Trust 2022-C15), Co Lender Agreement (Benchmark 2022-B33 Mortgage Trust), Lender Agreement (BBCMS Mortgage Trust 2022-C14)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any an Initial Note Holder or an affiliate thereof (each, a “Resizing Entity”) is the owner of any a Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Entity Initial Note Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Entity Initial Note Holder holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Entity Initial Note Holder holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Initial Note Holder, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 8 contracts

Samples: Lender Agreement (CF 2019-Cf1 Mortgage Trust), Co Lender Agreement (Morgan Stanley Capital I Trust 2019-L2), Lender Agreement (GS Mortgage Securities Trust 2018-Gs10)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder a Noteholder or an affiliate thereof of a Note Holder (each, a the “Resizing EntityHolder”) is the owner of any a Non-Lead Securitization Note that (the “Owned Note”) and such Owned Note is not included in a Securitization (each, an “Owned Note”)Securitization, such Resizing Entity Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Entity Holder holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing (which may be by e-mail) of such modified allocations and principal amounts. If , and (v) the Lead Securitization Note Holder so requests, the Resizing Entity holding the execution of such amendments and New Notes (and any subsequent holder of such Notes) shall execute a confirmation of does not violate the continuing applicability of this Agreement to the New Notes, as so modifiedServicing Standard. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied), (1) the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement (or to amend and restate any Mortgage Loan Document or this Agreement) on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal or severing of a Note (provided that such “component” notes shall each have their same rights as the respective original Note) and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If (2) if more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Lead Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions definition of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.the

Appears in 7 contracts

Samples: Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp5), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp4)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Initial Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) or any approved transferee (an “Approved Transferee”) is the owner of any Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity or Approved Transferee shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity or Approved Transferee holding the New Notes shall notify the Controlling each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amountsamounts and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. For avoidance of doubt, no amendment to this Agreement shall be required in order to effectuate such reallocation of the principal of the Owned Notes to the New Notes as described in the immediately preceding sentence. If the Lead Securitization Note Holder so requests, the Resizing Original Entity or Approved Transferee holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, and, with respect to clauses (i) through (iv), as certified by the Original Entity or Approved Transferee, as applicable, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents Documents, if applicable, and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 7 contracts

Samples: Agreement Between Note Holders (Bank5 2023-5yr4), Agreement Between Note Holders (BBCMS Mortgage Trust 2023-5c23), Agreement Between Note Holders (BMO 2023-5c2 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis Pro Rata and Pari Passu Basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 7 contracts

Samples: Agreement Between Note Holders (BMO 2023-5c1 Mortgage Trust), Agreement Between Note Holders (Benchmark 2023-V3 Mortgage Trust), Agreement Between Note Holders (BBCMS 2023-C20)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder AREF or an affiliate thereof (each, a an Resizing AREF Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned NoteNotes”), such Resizing AREF Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable either case “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing AREF Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing AREF Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the AREF Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, Holder of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 7 contracts

Samples: Agreement Between Note Holders (Morgan Stanley Capital I Trust 2020-L4), Agreement Between Note Holders (Morgan Stanley Capital I Trust 2019-L3), Execution Version (GS Mortgage Securities Trust 2019-Gsa1)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder SGFC or an affiliate thereof (each, a “Resizing SGFC Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing SGFC Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable either case “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing SGFC Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. To the extent that the Owned Note is Note A-1, the SGFC Entity shall be entitled to designate one of the New Notes to be treated as Note A-1 for purposes of the determining the Controlling Note Holder, Lead Securitization, Lead Securitization Note, Note A-1 PSA, Note A-1 Securitization and Note A-1 Securitization Date hereunder. If the Lead Securitization Note Holder so requests, the Resizing SGFC Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the SGFC Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, Holder of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 7 contracts

Samples: Agreement Between Note Holders (BMO 2023-5c2 Mortgage Trust), Agreement Between Note Holders (BMO 2023-5c1 Mortgage Trust), Agreement Between Note Holders (BBCMS 2023-C20)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Initial Note Holder or an affiliate thereof (each, a an Resizing Initial Owner Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Initial Owner Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable “New Notes”) reallocating the principal of an such Owned Note to such New Notes; Notes or severing an such Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (including after a default and in connection with a condemnation or prepayment) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Initial Owner Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation or severance and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other NoteNote Holder. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, as certified by the applicable Initial Owner Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each (which may include the amendment or addition of applicable defined terms to reflect the New Note shall be a “Notes) or such severing of an Owned Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New an Owned Note is created hereundersevered into “component” notes, such component notes shall each have the same rights as the related Owned Note. For the avoidance of doubt, Rating Agency Confirmation shall not be required for purposes any amendments to this Agreement required to facilitate the terms of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderSection 33.

Appears in 7 contracts

Samples: Co Lender Agreement (BMO 2023-5c1 Mortgage Trust), Co Lender Agreement (Benchmark 2023-B39 Mortgage Trust), Co Lender Agreement (BMO 2023-C5 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder JPM or an affiliate thereof (each, a “Resizing JPM Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing JPM Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing JPM Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing JPM Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the JPM Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder Holders hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 7 contracts

Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C7), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp7), Lender Agreement (DBJPM 2016-C1 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder SG or an affiliate thereof (each, a “Resizing SG Entity”) is the owner of any either Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing SG Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable either case “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing SG Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. To the extent that the Owned Note is Note A-1, the SG Entity shall be entitled to designate one of the New Notes to be treated as Note A-1 for purposes of the determining the Controlling Note Holder, Lead Securitization, Lead Securitization Note, Note A-1 PSA, Note A-1 Securitization and Note A-1 Securitization Date hereunder. If the Lead Securitization Note Holder so requests, the Resizing SG Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the SG Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, Holder of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 7 contracts

Samples: Agreement Between Note Holders (CFCRE 2016-C6 Mortgage Trust), Agreement Between Note Holders (SG Commercial Mortgage Securities Trust 2016-C5), Agreement Between Note Holders (Citigroup Commercial Mortgage Trust 2016-P3)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any a Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and and, if applicable, this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one the Lead Securitization Note Holder so requests, the Original Entity holding the New Notes shall (a) represent that the conditions set forth in (i) through (iv) have been satisfied and/or (b) deliver a confirmation of the continued applicability of this Agreement to the New Notes. If the Controlling Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunderinvolved in any resizing contemplated by this Section 32, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling applicable Note Holder shall be entitled to designate any one of the related New Notes as the Controlling Note, and the definitions of “Controlling Note” and “Controlling Note Holder” shall be deemed to have been revised accordingly. Any New Note that is created from in a resizing contemplated by this Section 32 and that is not the existing Controlling Note shall be deemed to be a Non-Controlling Note hereunderunder this Agreement, the definitions of “Non-Controlling Note” and “Non-Controlling Note Holder” shall be deemed to have been revised accordingly to include such New Notes, and the applicable Note Holders of such Non-Controlling Notes shall have the same rights and responsibilities as all other Non-Controlling Note Holders.

Appears in 7 contracts

Samples: Agreement Between Note Holders (MSWF Commercial Mortgage Trust 2023-2), Agreement Between Note Holders (BBCMS Mortgage Trust 2023-C21), Agreement Between Note Holders (BMO 2023-C6 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder JPM, BANA, WFB or an affiliate thereof of any of them (each, a an Resizing Original Entity”) is the owner of any a Non-Controlling Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 7 contracts

Samples: Co Lender Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24), Co Lender Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder WFB, MSBNA, CREFI, DBRI or an affiliate thereof of any of them (each, a an Resizing Original Entity”) is the owner of any a Non-Controlling Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied and, with respect to the conditions set forth in (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 7 contracts

Samples: Lender Agreement (Bank 2022-Bnk41), Lender Agreement (BMO 2022-C1 Mortgage Trust), Lender Agreement (Bank 2022-Bnk39)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any an Initial Note Holder or an affiliate thereof (each, a an Resizing Initial Owner Entity”) is the owner of any a Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Initial Owner Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an such Owned Note to such New Notes; Notes or severing an such Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (including after a default and in connection with a condemnation or prepayment) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Initial Owner Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation or severance and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other NoteNote Holder. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, as certified by the applicable Initial Owner Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal (which may include the amendment or addition of applicable defined terms to reflect the New Notes) or such severing of such Owned Note; provided, however, that for the avoidance of doubt, no such amendment to the Mortgage Loan Documents and that each New Note shall be a “Note” hereunder this Agreement may require the Master Servicer to violate the Servicing Standard, and for purposes the delivery of adding and modifying any definitions related theretosuch certification by the Initial Owner Entity will constitute satisfaction of the Servicing Standard. If more than one New an Owned Note is created hereundersevered into “component” notes, such component notes shall each have the same rights as the related Owned Note. For the avoidance of doubt, Rating Agency Confirmation shall not be required for purposes any amendments to this Agreement required to facilitate the terms of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderSection 32.

Appears in 7 contracts

Samples: Co Lender Agreement (BBCMS Mortgage Trust 2024-5c25), Lender Agreement (BMO 2024-5c3 Mortgage Trust), Co Lender Agreement (Benchmark 2024-V5 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for any given Note, so long as any such Note Holder or an affiliate thereof (each, a “Resizing Entity”) is the owner of any Note that is not included in a Securitization (eachsuch Note, an for the purposes of this Section 33, the “Owned Note”), the Note Holder of such Resizing Entity Owned Note shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an such Owned Note to such New Notes; Notes or severing an such Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (including after a default and in connection with a condemnation or prepayment) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Entity any such Initial Note Holder or affiliate thereof holding the New Notes shall notify the Controlling other Note HolderHolders, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation or severance and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, as certified by such Initial Note Holder or affiliate thereof, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each (which may include the amendment or addition of applicable defined terms to reflect the New Note shall be a “Notes) or such severing of the Owned Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New an Owned Note is created hereundersevered into “component” notes, such component notes shall each have the same rights as the related Owned Note. For the avoidance of doubt, Rating Agency Confirmation shall not be required for purposes any amendments to this Agreement required to facilitate the terms of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderSection 33.

Appears in 6 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)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. Each New Note shall constitute a “Note” hereunder without any further act or deed. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder, Non-Controlling Note Holder, Lead Securitization Note Holder or Non-Controlling Lead Securitization Note Holder hereunderhereunder associated with the Owned Note, the “Controlling Note Holder,or “Non-Controlling Note Holder”, “Lead Securitization Note Holder” or “Non-Lead Securitization Note Holder,” as applicable, shall be as provided in the definitions of such terms in this AgreementAgreement or as otherwise designated in writing by the Original Entity to the other Note Holders; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder; provided, further, that the Lead Securitization Note Holder shall be entitled to designate any New Note created from the existing Lead Securitization Note to be a Non-Lead Securitization Note hereunder. The parties agree and acknowledge that a modification or amendment to this Agreement shall not be required in connection with the exercise of any rights under this Section 32.

Appears in 6 contracts

Samples: Agreement Between Note Holders (Bank5 2023-5yr4), Agreement Between Note Holders (Bank 2023-Bnk46), Agreement Between Note Holders (Bank5 2023-5yr2)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder BCREI, CREFI or an affiliate Affiliate thereof (eachcollectively, a an Resizing Original Entity”) is the owner of any Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal and/or interest of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue immediately after giving effect to have such amendment, the same weighted average interest rate as of the Notes will be equal to the initial weighted average interest rate of the Notes immediately prior to such amendmentsamendment, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Note HolderSenior Noteholders, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. A New Note may be structured as a pari passu or senior/subordinate note. If the Lead Securitization Note Holder Senior Noteholder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note HoldersNoteholders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoand/or interest. If more than one a New Note is created hereunder, for purposes out of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunderLead Senior Note, the Original Entity shall designate which Note will eligible for Controlling Note Holdercontrolor during a Control Appraisal Period and the holders of all other New Notes will be treated as “Non-Controlling Noteholders”. If a New Note Holder”is created out of the Lead Note, as applicable, the Lead Senior Noteholder shall designate which Note will be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderLead Securitization.

Appears in 6 contracts

Samples: Co Lender Agreement (BBCMS Mortgage Trust 2020-C7), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2020-C56), Co Lender Agreement (Benchmark 2020-Ig1 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; Notes or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis Pro Rata and Pari Passu Basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes the purpose of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be either the new Controlling Note or a Non-Controlling Note hereunder.

Appears in 6 contracts

Samples: Agreement Between Note Holders (Bank 2024-Bnk47), Agreement Between Note Holders (BMO 2024-C8 Mortgage Trust), Agreement Between Note Holders (BBCMS Mortgage Trust 2024-C24)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder JPM or CGMRC or an affiliate thereof (each, a “Resizing Entity”) is the owner of any a Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Entity Initial Note Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the related Owned Note to such New Notes; or severing an the related Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal balance of such the related Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Entity Initial Note Holder holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts. To the extent that the Owned Note is Note A-1, the Initial Note A-1 Holder shall be entitled to designate one of the New Notes to be treated as Note A-1 for purposes of the determining the Controlling Note Holder, Lead Securitization, Lead Securitization Note, Note A-1 PSA, Note A-1 Securitization and Note A-1 Securitization Date hereunder. If the Lead Securitization Note Holder so requests, the Resizing Entity Initial Note Holder holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, with respect to (i) through (iii), as certified by the Initial Note Holder, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New principal. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this Section 31. The Initial Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one Holder whose Owned Note or New Note is created hereunder, being reallocated or split pursuant to this Section 31 shall reimburse the other Note Holders for purposes of exercising all costs and expenses incurred by the rights of a Controlling other Note Holder Holders in connection with the reallocation or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereundersplit.

Appears in 6 contracts

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

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder Barclays or an affiliate, JPM or an affiliate thereof or BofA or an affiliate, (each, a an Resizing Original Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal balance of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or each Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

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)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder SG or an affiliate thereof (each, a “Resizing SG Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing SG Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable either case “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing SG Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. To the extent that the Owned Note is Note A-1, the SG Entity shall be entitled to designate one of the New Notes to be treated as Note A-1 for purposes of the determining the Controlling Note Holder, Lead Securitization, Lead Securitization Note, Note A-1 PSA, Note A-1 Securitization and Note A-1 Securitization Date hereunder. If the Lead Securitization Note Holder so requests, the Resizing SG Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the SG Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, Holder of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 6 contracts

Samples: Agreement Between Note Holders (BBCMS Mortgage Trust 2019-C3), Agreement Between Note Holders (CSAIL 2019-C15 Commercial Mortgage Trust), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2018-C15)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling each other Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New the Controlling Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunderinvolved in any resizing contemplated by this Section 32, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling applicable Note Holder shall be entitled to designate any one of the related New Notes as the Controlling Note, and the definitions of “Controlling Note” and “Controlling Note Holder” shall be deemed to have been revised accordingly. Any New Note that is created from in a resizing contemplated by this Section 32 and is not the existing Controlling Note shall be deemed to be a Non-Controlling Note hereunderunder this Agreement, the definitions of “Non-Controlling Note” and “Non-Controlling Note Holder” shall be deemed to have been revised accordingly to include such New Notes, and the applicable Note Holders of such Non-Controlling Notes shall have the same rights and responsibilities as all other Non-Controlling Note Holders.

Appears in 6 contracts

Samples: Agreement Between Note Holders (Bank 2022-Bnk42), Agreement Between Note Holders (Benchmark 2022-B35 Mortgage Trust), Agreement Between Note Holders (Bank 2020-Bnk26)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any a Note Holder or an affiliate thereof of a Note Holder (each, a the “Resizing EntityHolder”) is the owner of any a Non-Lead Securitization Note that (the “Owned Note”) and such Owned Note is not included in a Securitization (each, an “Owned Note”)Securitization, such Resizing Entity Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower Borrowers to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Entity Holder holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing (which may be by e-mail) of such modified allocations and principal amounts. If , and (v) the Lead Securitization Note Holder so requests, the Resizing Entity holding the execution of such amendments and New Notes (and any subsequent holder of such Notes) shall execute a confirmation of does not violate the continuing applicability of this Agreement to the New Notes, as so modifiedServicing Standard. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (ivv) above are satisfied), (1) the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement (or to amend and restate any Mortgage Loan Document or this Agreement) on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal or severing of a Note (provided that such “component” notes shall each have their same rights as the respective original Note) and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If (2) if more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Lead Note Holder hereunder, the definition of the term Controlling Note HolderSecuritizationor “Non-Controlling Note Holder”and all of the related defined terms may be amended (and new terms added, as applicable, shall be as provided in necessary) to reflect the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderNotes.

Appears in 6 contracts

Samples: Co Lender Agreement (BBCMS Mortgage Trust 2019-C4), Co Lender Agreement (Benchmark 2019-B12 Mortgage Trust), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor5)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder GSMC or an affiliate thereof of GSMC (each, a an Resizing Original Entity”) is the owner of any a Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 6 contracts

Samples: Co Lender Agreement (GS Mortgage Securities Trust 2018-Gs9), Co Lender Agreement (BENCHMARK 2018-B2 Mortgage Trust), Co Lender Agreement (Benchmark 2018-B1 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any an Initial Note Holder or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any a Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all A Notes pay pro rata and on a pari passu basis and such reallocated or component notes New Notes shall be automatically subject to the terms of this Agreement, and (iv) the Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Accepted Servicing Practices. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder holders of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.. 45

Appears in 6 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)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder SG or an affiliate thereof (each, a “Resizing SG Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing SG Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable either case “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing SG Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. To the extent that the Owned Note is a Non-Lead Securitization Note, the SG Entity shall be entitled to designate one of the New Notes to be treated as a Non-Lead Securitization Note for purposes of the determining the Controlling Note Holder, Lead Securitization, Lead Securitization Note, Non-Lead Securitization Servicing Agreement, Non-Lead Securitization and Non-Lead Securitization Date hereunder. If the Lead Securitization Note Holder so requests, the Resizing SG Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the SG Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, Holder of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 6 contracts

Samples: Agreement Between Note Holders (CSAIL 2019-C15 Commercial Mortgage Trust), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2018-C15), Agreement Between Note Holders (UBS Commercial Mortgage Trust 2018-C14)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder JPM or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other NoteNotes. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder Holders hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 6 contracts

Samples: Co Lender Agreement (Benchmark 2018-B3 Commercial Mortgage Trust), Co Lender Agreement (Benchmark 2018-B3 Commercial Mortgage Trust), Co Lender Agreement (BENCHMARK 2018-B2 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder GSMC or an affiliate thereof (each, a “Resizing GSMC Entity”) is the owner of any a Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing GSMC Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an such Owned Note to such New Notes; or severing an such Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing GSMC Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing GSMC Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the GSMC Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.,

Appears in 6 contracts

Samples: Co Lender Agreement (GS Mortgage Securities Trust 2017-Gs8), Co Lender Agreement (GS Mortgage Securities Trust 2017-Gs8), Co Lender Agreement (GS Mortgage Securities Trust 2017-Gs8)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder KeyBank or an affiliate thereof Affiliate of KeyBank (each, a an Resizing Original Entity”) is the owner of any a Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note Note; provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, Holder of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 6 contracts

Samples: Agreement (BBCMS Mortgage Trust 2022-C15), Agreement Between Noteholders (BBCMS Mortgage Trust 2022-C15), Agreement Between Noteholders (BMO 2022-C1 Mortgage Trust)

Resizing. Notwithstanding any other provision of this AgreementIn connection with the Mortgage Loan, for so long as any Note Holder or an affiliate thereof (each, a “Resizing Entity”) is the owner of any Note that is not included in a Securitization (each, an “Owned Note”), such Resizing Entity shall have the righteach Noteholder agrees, subject to clause (iii) below, that if any Securitization-Eligible Noteholder determines that it is advantageous to resize one or more of its A Notes by causing the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower Mortgagor to execute amended and restated notes or additional pari passu notes (in each either case, as applicable “New A Notes”) reallocating the principal of an Owned such A Note to such New A Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New A Notes following such amendments the creation thereof is no greater than the aggregate principal balance of such Owned A Note or A Notes immediately prior to such amendmentsthe creation of the New A Notes, (ii) all Notes continue to have the same weighted average interest rate of all outstanding New A Notes following the creation thereof is the same as the interest rate of the related A Note or A Notes immediately prior to such amendmentsthe creation of the New A Notes, and (iii) all Notes pay pro rata and on a pari passu basis and no such reallocated resizing shall (x) change the interest allocable to, or component notes shall be automatically subject to the terms amount of this Agreementany payments due to, and (iv) the Resizing Entity holding the New Notes shall notify the Controlling Note Holderany other Noteholder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing or priority of such modified allocations and principal amounts. If the Lead Securitization Note Holder so requestspayments, the Resizing Entity holding the New Notes or (and y) increase any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notesother Noteholder’s obligations or decrease any other Noteholder’s rights, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified remedies or amended without the consent of its holder and the consent of the holder of each other Noteprotections. In connection with any resizing of any A Note(s), the foregoingrelated Noteholder may re-allocate its existing rights hereunder among the New A Notes in any manner in its sole discretion; provided, provided however, that no other Person (including, without limitation, the conditions Lead Master Servicer) shall be bound by or required to recognize any such re-allocation of such rights except as set forth in clauses (i) through (iv) above are satisfied, the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and an amendment of this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting a written consent executed by such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunderother Person.

Appears in 6 contracts

Samples: Amended And (Bank5 2023-5yr3), Agreement Between Noteholders (BBCMS Mortgage Trust 2023-C21), Amended And (BMO 2023-C6 Mortgage Trust)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder JPM or an affiliate thereof (each, a “Resizing JPM Entity”) or Starwood or an affiliate thereof (“Starwood Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing JPM Entity or Starwood Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing JPM Entity or Starwood Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing JPM Entity or Starwood Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the JPM Entity or Starwood Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 6 contracts

Samples: Co Lender Agreement (Benchmark 2022-B34 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2022-C15), Co Lender Agreement (Morgan Stanley Capital I Trust 2022-L8)

Resizing. Notwithstanding any other provision of this Agreement, for so long as any Note Holder JPM or an affiliate thereof (each, a an Resizing Original Entity”) is the owner of any the Non-Lead Securitization Note that is not included in a Securitization (each, an the “Owned Note”), such Resizing Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each either case, as applicable “New Notes”) reallocating the principal of an the Owned Note to such New Notes; or severing an the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of such the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all 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 Resizing Original Entity holding the New Notes shall notify the Controlling Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each the other Note. In connection with the foregoing, foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to (i) through (iv) above are satisfied), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions related theretoprincipal. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or the Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, ” of such New Notes shall be as provided in the definitions definition of such terms term in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

Appears in 6 contracts

Samples: Co Lender Agreement (Benchmark 2020-B17 Mortgage Trust), Co Lender Agreement (Benchmark 2020-B16 Mortgage Trust), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor5)

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