Common use of Actions Requiring Manager Consent Clause in Contracts

Actions Requiring Manager Consent. Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall not cause or permit to be taken any of the following actions without the prior written consent of the Manager (which may require the Manager to obtain the consent of the Initial Member and/or the Purchase Money Notes Guarantor), which consent may be withheld or conditioned in the sole and absolute discretion of the Manager: (a) conducting Bulk Sales except as expressly permitted in the Servicing Obligations (and in all events subject to the limitations set forth in the LLC Operating Agreement); (b) the payment of fees to, the sale or other transfer (including through foreclosure or by deed in lieu thereof) of any Loan or Underlying Collateral or Acquired Property (or any portion thereof) to, or any other transaction with (whether or not at usual and customary rates), any Affiliate of the Company, the Manager, the Servicer, any Affiliate of the Servicer, any Subservicer, or any Affiliate of any Subservicer; (c) the financing of the sale or other transfer of any Loans, Underlying Collateral or Acquired Property (or any portion thereof); (d) the sale of any Loan or Underlying Collateral or Acquired Property (or any portion thereof) that provides for any recourse against the Company, the Initial Member or the FDIC in any capacity, or against any interest in the Company held by the Initial Member or any share of the Loan Proceeds allocable to the Initial Member; (e) any disbursement of any funds in the Collection Account (including any such funds made available through Discretionary Funding Advances or Excess Working Capital Advances), the Working Capital Reserve Account, the accounts created under the Custodial and Paying Agency Agreement or any Other Accounts other than in accordance with the provisions of this Agreement, the LLC Operating Agreement, the Reimbursement, Security and Guaranty Agreement and the Custodial and Paying Agency Agreement; (f) advancing additional funds that would increase the Unpaid Principal Balance of any Loan other than (i) Funding Draws, or (ii) Servicing Expenses to the extent that capitalizing such Servicing Expenses is or would have been, prior to the conversion of the Loan to Acquired Property, permitted under the applicable Loan Documents; (g) in connection with its servicing and administration of any Loan and management of the Underlying Collateral or Acquired Property, (i) approving (x) any material modification or amendment to, or cancellation or termination of, any Loan Documents, or (y) plans and specifications, construction budgets or construction schedules with respect to the projects which are the subject of such Loan (or material modifications to any of such items, including any change orders); (ii) waiving or forbearing from exercising any of the lender’s rights under, or any conditions precedent to the funding of any advances under, such Loan; (iii) forgiving or reducing or forbearing from collecting any indebtedness; (iv) releasing any parties liable for the payment of the Loan or the performance of any other obligation relating thereto; (v) granting any consent under any Loan Documents (including, without limitation, with respect to any proposed transfers of any Underlying Collateral or transfers, pledges or changes in management of any direct or indirect interests in any Borrower, proposed alterations, proposed settlements of insurance claims, condemnation claims or deficiencies or proposed applications of insurance proceeds or condemnation awards); (vi) consenting to any agreement in any Insolvency Proceeding relating to any Loan, any Borrower or any Obligor with respect to a Loan, or any Underlying Collateral, including voting for a plan of reorganization; (vii) subordinating the liens of the Loan Document; (viii) amending or waiving any provision of any intercreditor agreement or making any decisions with respect to the Loans under any intercreditor agreement; or (ix) taking any other action regarding such Loan, Underlying Collateral or Acquired Property that is prohibited under the LLC Operating Agreement or the other Ancillary Documents or otherwise inconsistent with the Servicing Standard; or (h) reimbursement for any expense or cost incurred (or paid) to any Affiliate of the Company, any Affiliate of the Servicer or any Affiliate of any Subservicer.

Actions Requiring Manager Consent. Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall must not cause or permit to be taken any of the following actions without the prior written consent of the Manager (which may require the Manager to obtain the written consent of the Initial Member and/or the Purchase Money Notes GuarantorMember), which consent may be withheld or conditioned in the sole and absolute discretion of the Manager: (a) conducting Bulk Sales any Disposition of an Asset to any Person that is not a Permitted Buyer, except as to the extent both (x) permitted under the LLC Operating Agreement and (y) expressly permitted in the Servicing Obligations (and in all events subject to the limitations set forth in the LLC Operating Agreement)Obligations; (b) the payment of fees to, the sale or other transfer (including through foreclosure or by deed in lieu thereof) of any Loan Asset or Underlying Collateral or Acquired Property (or any portion thereof) to, or any other transaction with (whether or not at usual and customary rates), any Affiliate of the Company, the Manager, the Servicer, any Affiliate of the Servicer, any Subservicer, or any Affiliate of any Subservicer; (c) the financing of the sale or other transfer of any LoansAssets, Underlying Collateral or Acquired Property (or any portion thereof); (d) the sale of any Loan Asset or Underlying Collateral or Acquired Property (or any portion thereof) that provides for any recourse against the Company, the Initial Member or the FDIC in any capacity, or against any interest in the Company held by the Initial Member or any share of the Loan Asset Proceeds allocable to the Initial Member; (e) any disbursement of any funds in the Collection Account (including any such funds made available through Discretionary Funding Advances transfers of funds from the Working Capital Reserve Account or from Excess Working Capital Advances), the Working Capital Reserve Account, the accounts ) or any other Company Account or any other account created under the Custodial and Paying Agency Agreement or any Other Accounts other than in accordance with the provisions of this Agreement, the LLC Operating Agreement, the Reimbursement, Security and Guaranty Agreement and the Custodial and Paying Agency Agreement; (f) advancing additional funds that would increase the Unpaid Principal Balance of any Loan Asset other than (i) Required Funding Draws, (ii) Permitted Capital Improvement Expenses, or (iiiii) Servicing Expenses to the extent that capitalizing such Servicing Expenses is or would have been, prior to the conversion of the Loan to Acquired Property, permitted under the applicable Loan Asset Documents; (g) in connection with its servicing and administration of any Loan and management of the Underlying Collateral or Acquired PropertyServicing, (i) approving (x) any material modification or amendment to, or cancellation or termination of, any Loan Asset Documents, or (y) plans and specifications, construction budgets or construction schedules with respect to the projects which are the subject of such Loan Asset (or material modifications to any of such items, including any change orders); (ii) waiving or forbearing from exercising any of the lender’s rights under, or any conditions precedent to the funding of any advances under, such Loan; (iii) forgiving or reducing or forbearing from collecting any indebtedness; (iv) releasing any parties liable for the payment of the Loan Asset or the performance of any other obligation relating thereto; (v) granting any consent under any Loan Asset Documents (including, without limitation, with respect to any proposed transfers of any Underlying Collateral or transfers, pledges or changes in management of any direct or indirect interests in any Borrower, proposed alterations, proposed settlements of insurance claims, condemnation claims or deficiencies or proposed applications of insurance proceeds or condemnation awards); (vi) consenting to any agreement in any Insolvency Proceeding relating to any LoanAsset, any Borrower or any Obligor with respect to a Loan, or any Underlying Collateral, including voting for a plan of reorganization; (vii) subordinating the liens of the Loan Document; (viii) amending or waiving any provision of any intercreditor agreement or making any decisions with respect to the Loans under any intercreditor agreement; or (ix) taking any other action regarding such Loan, Underlying Collateral or Acquired Property that is prohibited under the LLC Operating Agreement or the other Ancillary Documents or otherwise inconsistent with the Servicing Standard; or (h) reimbursement for any expense or cost incurred (or paid) to any Affiliate of the Company, any Affiliate of the Servicer or any Affiliate of any Subservicer.;

Actions Requiring Manager Consent. Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall not cause or permit to be taken any of the following actions without the prior written consent of the Manager (which may require the Manager to obtain the consent of the Initial Member and/or the Purchase Money Notes Guarantor), which consent may be withheld or conditioned in the sole and absolute discretion of the Manager: (a) conducting Bulk Sales except as expressly permitted in the Servicing Obligations (and in all events subject to the limitations set forth in the LLC Operating Agreement); (b) the payment of fees to, the sale or other transfer (including through foreclosure or by deed in lieu thereof) of any Loan or Underlying Collateral or Acquired Property (or any portion thereof) to, or any other transaction with (whether or not at usual and customary rates), any Affiliate of the Company, the Manager, the Servicer, any Affiliate of the Servicer, any Subservicer, or any Affiliate of any Subservicer; (c) the financing of the sale or other transfer of any Loans, Underlying Collateral or Acquired Property (or any portion thereof); (d) the sale of any Loan or Underlying Collateral or Acquired Property (or any portion thereof) that provides for any recourse against the Company, the Initial Member or the FDIC in any capacity, or against any interest in the Company held by the Initial Member or any share of the Loan Proceeds allocable to the Initial Member; (e) any disbursement of any funds in the Collection Account (including any such funds made available through Discretionary Funding Advances or Excess Working Capital Advances), the Working Capital Reserve Account, the accounts created under the Custodial and Paying Agency Agreement or any Other Accounts other than in accordance with the provisions of this Agreement, the LLC Operating Agreement, the Reimbursement, Security and Guaranty Agreement and the Custodial and Paying Agency Agreement; (f) advancing additional funds that would increase the Unpaid Principal Balance of any Loan other than (i) Funding Draws, or (ii) Servicing Expenses to the extent that capitalizing such Servicing Expenses is or would have been, prior to the conversion of the Loan to Acquired Property, permitted under the applicable Loan Documents; (g) in connection with its servicing and administration of any Loan and management of the Underlying Collateral or Acquired Property, (i) approving (x) any material modification or amendment to, or cancellation or termination of, any Loan Documents, or (y) plans and specifications, construction budgets or construction schedules with respect to the projects which are the subject of such Loan (or material modifications to any of such items, including any change orders); (ii) waiving or forbearing from exercising any of the lender’s rights under, or any conditions precedent to the funding of any advances under, such Loan; (iii) forgiving or reducing or forbearing from collecting any indebtedness; (iv) releasing any parties liable for the payment of the Loan or the performance of any other obligation relating thereto; (v) granting any consent under any Loan Documents (including, without limitation, with respect to any proposed transfers of any Underlying Collateral or transfers, pledges or changes in management of any direct or indirect interests in any Borrower, proposed alterations, proposed settlements of insurance claims, condemnation claims or deficiencies or proposed applications of insurance proceeds or condemnation awards); (vi) consenting to any agreement in any Insolvency Proceeding relating to any Loan, any Borrower or any Obligor with respect to a Loan, or any Underlying Collateral, including voting for a plan of reorganization; (vii) subordinating the liens of the Loan Document; (viii) amending or waiving any provision of any intercreditor agreement or making any decisions with respect to the Loans under any intercreditor agreement; or (ix) taking any other action regarding such Loan, Underlying Collateral or Acquired Property that is prohibited under the LLC Operating Agreement or the other Ancillary Transaction Documents or otherwise inconsistent with the Servicing Standard; or (h) reimbursement for any expense or cost incurred (or paid) to any Affiliate of the Company, any Affiliate of the Servicer or any Affiliate of any Subservicer.

Actions Requiring Manager Consent. Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall must not cause or permit to be taken any of the following actions without the prior written consent of the Manager (which may require the Manager to obtain the written consent of the Initial Member and/or the Purchase Money Notes GuarantorRequired Consenting Parties), which consent may be withheld or conditioned in the sole and absolute discretion of the Manager: (a) conducting any Bulk Sales Sale, except as to the extent both (x) permitted under the LLC Operating Agreement and (y) expressly permitted in the Servicing Obligations (and in all events subject to the limitations set forth in the LLC Operating Agreement)Obligations; (b) the payment of fees to, the sale or other transfer (including through foreclosure or by deed in lieu thereof) of any Loan Asset or Underlying Collateral or Acquired Property (or any portion thereof) to, or any other transaction with (whether or not at usual and customary rates), any Affiliate of the Company, the Manager, the Servicer, any Affiliate of the Servicer, any Subservicer, or any Affiliate of any Subservicer; (c) the financing of the sale or other transfer of any LoansAssets, Underlying Collateral or Acquired Property (or any portion thereof); (d) the sale of any Loan Asset or Underlying Collateral or Acquired Property (or any portion thereof) that provides for any recourse against the Company, the Initial Member or the FDIC in any capacity, or against any interest in the Company held by the Initial Member or any share of the Loan Asset Proceeds allocable to the Initial Member; (e) any disbursement of any funds in the Collection Account (including any such funds made available through Discretionary Funding Advances transfers of funds from the Working Capital Reserve Account or from Excess Working Capital Advances), the Working Capital Reserve Account, the accounts ) or any other Company Account or any other account created under the Custodial and Paying Agency Agreement or any Other Accounts other than in accordance with the provisions of this Agreement, the LLC Operating Agreement, the Reimbursement, Security and Guaranty Agreement and the Custodial and Paying Agency Agreement; (f) advancing additional funds that would increase the Unpaid Principal Balance of any Loan Asset other than (i) Required Funding Draws, Draws or (ii) Servicing Expenses to the extent that capitalizing such Servicing Expenses is or would have been, prior to the conversion of the Loan to Acquired Property, permitted under the applicable Loan Asset Documents; (g) in connection with its servicing and administration of any Loan and management of the Underlying Collateral or Acquired PropertyServicing, (i) approving (x) any material modification or amendment to, or cancellation or termination of, any Loan Asset Documents, or (y) plans and specifications, construction budgets or construction schedules with respect to the projects which are the subject of such Loan Asset (or material modifications to any of such items, including any change orders); (ii) waiving or forbearing from exercising any of the lender’s rights under, or any conditions precedent to the funding of any advances under, such Loan; (iii) forgiving or reducing or forbearing from collecting any indebtedness; (iv) releasing any parties liable for the payment of the Loan Asset or the performance of any other obligation relating thereto; (v) granting any consent under any Loan Asset Documents (including, without limitation, with respect to any proposed transfers of any Underlying Collateral or transfers, pledges or changes in management of any direct or indirect interests in any Borrower, proposed alterations, proposed settlements of insurance claims, condemnation claims or deficiencies or proposed applications of insurance proceeds or condemnation awards); (vi) consenting to any agreement in any Insolvency Proceeding relating to any LoanAsset, any Borrower or any Obligor with respect to a Loan, or any Underlying Collateral, including voting for a plan of reorganization; (vii) subordinating the liens of the Loan Document; (viii) amending or waiving any provision of any intercreditor agreement or making any decisions with respect to the Loans under any intercreditor agreement; or (ix) taking any other action regarding such Loan, Underlying Collateral or Acquired Property that is prohibited under the LLC Operating Agreement or the other Ancillary Documents or otherwise inconsistent with the Servicing Standard; or (h) reimbursement for any expense or cost incurred (or paid) to any Affiliate of the Company, any Affiliate of the Servicer or any Affiliate of any Subservicer.;

Actions Requiring Manager Consent. Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall must not cause or permit to be taken any of the following actions without the prior written consent of the Manager (which may require the Manager to obtain the written consent of the Initial Member and/or the Purchase Money Notes GuarantorMember), which consent may be withheld or conditioned in the sole and absolute discretion of the Manager: (a) conducting Bulk Sales any Disposition of an Asset to any Person that is not a Permitted Buyer, except as to the extent both (x) permitted under the LLC Operating Agreement and (y) expressly permitted in the Servicing Obligations (and in all events subject to the limitations set forth in the LLC Operating Agreement)Obligations; (b) the payment of fees to, the sale or other transfer (including through foreclosure or by deed in lieu thereof) of any Loan Asset or Underlying Collateral or Acquired Property (or any portion thereof) to, or any other transaction with (whether or not at usual and customary rates), any Affiliate of the Company, the Manager, the Servicer, any Affiliate of the Servicer, any Subservicer, or any Affiliate of any Subservicer; (c) the financing of the sale or other transfer of any LoansAssets, Underlying Collateral or Acquired Property (or any portion thereof); (d) the sale of any Loan Asset or Underlying Collateral or Acquired Property (or any portion thereof) that provides for any recourse against the Company, the Initial Member or the FDIC in any capacity, or against any interest in the Company held by the Initial Member or any share of the Loan Asset Proceeds allocable to the Initial Member; (e) any disbursement of any funds in the Collection Account (including any such funds made available through Discretionary Funding Advances transfers of funds from the Working Capital Reserve Account or from Excess Working Capital Advances), the Working Capital Reserve Account, the accounts ) or any other Company Account or any other account created under the Custodial and Paying Agency Agreement or any Other Accounts other than in accordance with the provisions of this Agreement, the LLC Operating Agreement, the Reimbursement, Security and Guaranty Agreement and the Custodial and Paying Agency Agreement; (f) advancing additional funds that would increase the Unpaid Principal Balance of any Loan Asset other than (i) Required Funding Draws, or (ii) Servicing Expenses to the extent that capitalizing such Servicing Expenses is or would have been, prior to the conversion of the Loan to Acquired Property, permitted under the applicable Loan Asset Documents; (g) in connection with its servicing and administration of any Loan and management of the Underlying Collateral or Acquired PropertyServicing, (i) approving (x) any material modification or amendment to, or cancellation or termination of, any Loan Asset Documents, or (y) plans and specifications, construction budgets or construction schedules with respect to the projects which are the subject of such Loan Asset (or material modifications to any of such items, including any change orders); (ii) waiving or forbearing from exercising any of the lender’s rights under, or any conditions precedent to the funding of any advances under, such Loan; (iii) forgiving or reducing or forbearing from collecting any indebtedness; (iv) releasing any parties liable for the payment of the Loan Asset or the performance of any other obligation relating thereto; (v) granting any consent under any Loan Asset Documents (including, without limitation, with respect to any proposed transfers of any Underlying Collateral or transfers, pledges or changes in management of any direct or indirect interests in any Borrower, proposed alterations, proposed settlements of insurance claims, condemnation claims or deficiencies or proposed applications of insurance proceeds or condemnation awards); (vi) consenting to any agreement in any Insolvency Proceeding relating to any LoanAsset, any Borrower or any Obligor with respect to a Loan, or any Underlying Collateral, including voting for a plan of reorganization; (vii) subordinating the liens of the Loan Document; (viii) amending or waiving any provision of any intercreditor agreement or making any decisions with respect to the Loans under any intercreditor agreement; or (ix) taking any other action regarding such Loan, Underlying Collateral or Acquired Property that is prohibited under the LLC Operating Agreement or the other Ancillary Documents or otherwise inconsistent with the Servicing Standard; or (h) reimbursement for any expense or cost incurred (or paid) to any Affiliate of the Company, any Affiliate of the Servicer or any Affiliate of any Subservicer.;

Actions Requiring Manager Consent. Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall not cause or permit to be taken any of the following actions without the prior written consent of the Manager (which may require the Manager to obtain the written consent of the Initial Member and/or the Purchase Money Notes GuarantorRequired Consenting Parties), which consent may be withheld or conditioned in the sole and absolute discretion of the Manager: (a) conducting Bulk Sales except as expressly permitted in the Servicing Obligations (and in all events subject to the limitations set forth in the LLC Operating Agreement); (b) the payment of fees to, the sale or other transfer (including through foreclosure or by deed in lieu thereof) of any Loan Asset or Underlying Collateral or Acquired Property (or any portion thereof) to, or any other transaction with (whether or not at usual and customary rates), any Affiliate of the Company, the Manager, the Servicer, any Affiliate of the Servicer, any Subservicer, or any Affiliate of any Subservicer; (c) the financing of the sale or other transfer of any LoansAssets, Underlying Collateral or Acquired Property (or any portion thereof); (d) the sale of any Loan Asset or Underlying Collateral or Acquired Property (or any portion thereof) that provides for any recourse against the Company, the Initial Member or the FDIC in any capacity, or against any interest in the Company held by the Initial Member or any share of the Loan Asset Proceeds allocable to the Initial Member; (e) any disbursement of any funds in the Collection Account (including any such funds made available through Discretionary Funding Advances Advances, Advance Loans or Excess Working Capital Advances), the Company Development Account, the Working Capital Reserve Account, the accounts created under the Advance Facility Agreement or Custodial and Paying Agency Agreement or any Other Accounts other than in accordance with the provisions of this Agreement, the LLC Operating Agreement, the Reimbursement, Security and Guaranty Agreement, the Advance Facility Agreement and the Custodial and Paying Agency Agreement; (f) advancing additional funds that would increase the Unpaid Principal Balance of any Loan Asset other than (i) Required Funding Draws, (ii) Permitted Vertical Completion Expenses, (iii) Permitted Horizontal Development Expenses with respect to Acquired REO Property, or (iiiv) Servicing Expenses to the extent that capitalizing such Servicing Expenses is or would have been, prior to the conversion of the Loan to Acquired Property, permitted under the applicable Loan Asset Documents; (g) in connection with its servicing and administration of any Loan and management of the Underlying Collateral or Acquired Property, (i) approving (x) any material modification or amendment to, or cancellation or termination of, any Loan Asset Documents, or (y) plans and specifications, construction budgets or construction schedules with respect to the projects which are the subject of such Loan Asset (or material modifications to any of such items, including any change orders); (ii) waiving or forbearing from exercising any of the lender’s rights under, or any conditions precedent to the funding of any advances under, such Loan; (iii) forgiving or reducing or forbearing from collecting any indebtedness; (iv) releasing any parties liable for the payment of the Loan Asset or the performance of any other obligation relating thereto; (v) granting any consent under any Loan Asset Documents (including, without limitation, with respect to any proposed transfers of any Underlying Collateral or transfers, pledges or changes in management of any direct or indirect interests in any Borrower, proposed alterations, proposed settlements of insurance claims, condemnation claims or deficiencies or proposed applications of insurance proceeds or condemnation awards); (vi) consenting to any agreement in any Insolvency Proceeding relating to any LoanAsset, any Borrower or any Obligor with respect to a Loan, or any Underlying Collateral, including voting for a plan of reorganization; (vii) subordinating the liens of the Loan Asset Document; (viii) amending or waiving any provision of any intercreditor agreement or making any decisions with respect to the Loans Assets under any intercreditor agreement; or (ix) taking any other action regarding such LoanAsset, Underlying Collateral or Acquired Property that is prohibited under the LLC Operating Agreement, the Advance Facility Agreement or the other Ancillary Transaction Documents or otherwise inconsistent with the Servicing Standard; or (h) reimbursement for any expense or cost incurred (or paid) to any Affiliate of the Company, any Affiliate of the Servicer or any Affiliate of any Subservicer.

Actions Requiring Manager Consent. Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall not cause or permit to be taken any of the following actions without the prior written consent of the Manager (which may require the Manager to obtain the written consent of the Initial Member and/or the Purchase Money Notes Note Guarantor), which consent may be withheld or conditioned in the sole and absolute discretion of the Manager: (a) conducting a Bulk Sales Sale except as expressly permitted in the Servicing Obligations (and in all events subject to the limitations set forth in the LLC Operating Agreement); (b) the payment of fees to, the sale or other transfer (including through foreclosure or by deed in lieu thereof) of any Mortgage Loan or Underlying Collateral or Acquired Property (or any portion thereof) to, or any other transaction with (whether or not at usual and customary rates), any Affiliate of the Company, the Manager, the Servicer, any Affiliate of the Servicer, any Subservicer, or any Affiliate of any Subservicer; (c) the financing of the sale or other transfer of any Mortgage Loans, Underlying Collateral or Acquired Property (or any portion thereof); (d) the sale of any Mortgage Loan or Underlying Collateral or Acquired Property (or any portion thereof) that provides for any recourse against the Company, the Initial Member or the FDIC in any capacity, or against any interest in the Company held by the Initial Member or any share of the Mortgage Loan Proceeds allocable to the Initial Member; (e) any disbursement of any funds in the Collection Account (including any such funds made available through Discretionary Funding Advances or Excess Working Capital Liquidity Advances), the Working Capital Reserve Liquidity Account, the accounts created under the Custodial and Paying Agency Agreement or any Other Accounts other than in accordance with the provisions of this Agreement, the LLC Operating Agreement, the Reimbursement, Reimbursement and Security and Guaranty Agreement and the Custodial and Paying Agency Agreement, as applicable; (f) where applicable, the Servicer or any Subservicer ceases to be a member in good standing of MERS®; (g) advancing additional funds that would increase the Unpaid Principal Balance of any Mortgage Loan other than (i) Funding Draws, or (ii) Servicing Expenses to the extent that capitalizing such Servicing Expenses is or would have been, prior to the conversion of the Mortgage Loan to Acquired Property, permitted under the applicable Mortgage Loan Documents; (gh) in connection with its servicing and administration of any Mortgage Loan and management of the Underlying Collateral or Acquired Property, (i) approving (x) any material modification or amendment to, or cancellation or termination of, any Mortgage Loan Documents, or (y) plans and specifications, construction budgets or construction schedules with respect to the projects which are the subject of such Loan (or material modifications to any of such items, including any change orders); (ii) waiving or forbearing from exercising any of the lender’s rights under, or any conditions precedent to the funding of any advances under, such Loan; (iii) forgiving or reducing or forbearing from collecting any indebtedness; (iviii) releasing any parties liable for the payment of the Mortgage Loan or the performance of any other obligation relating thereto; (viv) granting any consent under any Mortgage Loan Documents (including, without limitation, with respect to any proposed transfers of any Underlying Collateral or transfers, pledges or changes in management of any direct or indirect interests in any Borrower, proposed alterations, proposed settlements of insurance claims, condemnation claims or deficiencies or proposed applications of insurance proceeds or condemnation awards); (viv) consenting to any agreement in any Insolvency Proceeding relating to any Mortgage Loan, any Borrower or any Obligor with respect to a Mortgage Loan, or any Underlying Collateral, including voting for a plan of reorganization; (viivi) subordinating the liens of the Mortgage Loan Document; (viiivii) amending or waiving any provision of any intercreditor agreement or making any decisions with respect to the Mortgage Loans under any intercreditor agreement; or (ixviii) taking any other action regarding such Mortgage Loan, Underlying Collateral or Acquired Property that is prohibited under the LLC Operating Agreement or the other Ancillary Documents or otherwise inconsistent with the Servicing Standard; or (hi) reimbursement for any expense or cost incurred (or paid) to any Affiliate of the Company, any Affiliate of the Servicer or any Affiliate of any Subservicer.

Actions Requiring Manager Consent. Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall not cause or permit to be taken any of the following actions without the prior written consent of the Manager (which may require the Manager to obtain the written consent of the Initial Member and/or the Purchase Money Notes GuarantorMember), which consent may be withheld or conditioned in the sole and absolute discretion of the Manager: (a) conducting any Bulk Sales Sale, except as to the extent both (x) permitted under the LLC Operating Agreement and (y) expressly permitted in the Servicing Obligations (and in all events subject to the limitations set forth in the LLC Operating Agreement)Obligations; (b) the payment of fees to, the sale or other transfer (including through foreclosure or by deed in lieu thereof) of any Loan Asset or Underlying Collateral or Acquired Property (or any portion thereof) to, or any other transaction with (whether or not at usual and customary rates), any Affiliate of the Company, the Manager, the Servicer, any Affiliate of the Servicer, any SubservicerSub- Servicer, or any Affiliate of any SubservicerSub-Servicer; (c) the financing of the sale or other transfer of any LoansAssets, Underlying Collateral or Acquired Property (or any portion thereof); (d) the sale of any Loan Asset or Underlying Collateral or Acquired Property (or any portion thereof) that provides for any recourse against the Company, the Initial Member or the FDIC in any capacity, or against any interest in the Company held by the Initial Member or any share of the Loan Asset Proceeds allocable to the Initial Member; (e) any disbursement of any funds in the Collection Account (including any such funds made available through transfers of funds from the Working Capital Reserve Account or from Discretionary Funding Advances or Excess Working Capital Advances), the Working Capital Reserve Account, the accounts ) or any other Company Account or any other account created under the Custodial and Paying Agency Agreement or any Other Accounts other than in accordance with the provisions of this Agreement, the LLC Operating Agreement, the Reimbursement, Security and Guaranty Agreement and the Custodial and Paying Agency Agreement; (f) advancing additional funds that would increase the Unpaid Principal Balance of any Loan Asset other than (i) Required Funding Draws, (ii) Permitted Development Expenses, or (iiiii) Servicing Expenses to the extent that capitalizing such Servicing Expenses is or would have been, prior to the conversion of the Loan to Acquired Property, permitted under the applicable Loan Asset Documents; (g) in connection with its servicing and administration of any Loan and management of the Underlying Collateral or Acquired PropertyServicing, (i) approving (x) any material modification or amendment to, or cancellation or termination of, any Loan Asset Documents, or (y) plans and specifications, construction budgets or construction schedules with respect to the projects which are the subject of such Loan Asset (or material modifications to any of such items, including any change orders); (ii) waiving or forbearing from exercising any of the lender’s rights under, or any conditions precedent to the funding of any advances under, such Loan; (iii) forgiving or reducing or forbearing from collecting any indebtedness; (iv) releasing any parties liable for the payment of the Loan Asset or the performance of any other obligation relating thereto; (v) granting any consent under any Loan Documents (including, without limitation, with respect to any proposed transfers of any Underlying Collateral or transfers, pledges or changes in management of any direct or indirect interests in any Borrower, proposed alterations, proposed settlements of insurance claims, condemnation claims or deficiencies or proposed applications of insurance proceeds or condemnation awards); (vi) consenting to any agreement in any Insolvency Proceeding relating to any Loan, any Borrower or any Obligor with respect to a Loan, or any Underlying Collateral, including voting for a plan of reorganization; (vii) subordinating the liens of the Loan Document; (viii) amending or waiving any provision of any intercreditor agreement or making any decisions with respect to the Loans under any intercreditor agreement; or (ix) taking any other action regarding such Loan, Underlying Collateral or Acquired Property that is prohibited under the LLC Operating Agreement or the other Ancillary Documents or otherwise inconsistent with the Servicing Standard; or (h) reimbursement for any expense or cost incurred (or paid) to any Affiliate of the Company, any Affiliate of the Servicer or any Affiliate of any Subservicer.;