Common use of Management and Disposition of Collateral Clause in Contracts

Management and Disposition of Collateral. Subject to the other terms and conditions of this Agreement (including the Servicing Standard), the Company shall have full power and authority, acting alone or through any Servicer and any Subservicers, to cause to be done any and all things in connection with the Company’s management of any Collateral or Acquired Collateral, that the Company may deem necessary or desirable, and cause to be made all asset management decisions in its reasonable discretion, including the following: (a) The Company may cause the retention of property management and leasing firms and other agents and contractors. (b) If required because construction has not been completed, the Company may enter into contracts for the completion and maintenance of the construction project, including contracts with the general contractor, the architect and the major subcontractors. (c) The Company shall have the sole right to cause to be hired and terminated any property managers, sales agents and, if the project is not then fully complete at the time in question, contractors, architects and other design and construction professionals and consultants. (d) The Company shall cause reasonable efforts to be used to sell any Acquired Collateral to unaffiliated third parties for cash, and shall be responsible for the documentation of such sales. (e) The Company shall cause legal counsel to be hired when necessary or desirable in connection with any Acquired Collateral. (f) The Company may hold Acquired Collateral in an Ownership Entity and may permit the sale, transfer or release of all or any portion of any Acquired Collateral. (g) The Company may permit capital improvements and physical or structural changes to be made to the Acquired Collateral to complete partially completed projects, and the costs of all such improvements shall be deemed to be Servicing Expenses. (h) The Company may permit the authorization of any easements or other changes to title. (i) The Company may permit the settlement of any insurance claim or condemnation awards. (j) The Company may release a Borrower, any Guarantor, or any other party now or hereafter liable for the payment of a Loan or the performance of any other obligation relating thereto, including in connection with any Guarantee, any environmental indemnity, or any intercreditor agreement or Loan Participation Agreement, or amend in any way any intercreditor agreement or Loan Participation Agreement. (k) The Company may permit any lease for the Acquired Collateral or any new property management agreement relating to the property, or approve any modification to a lease, property management agreement, exclusive sales agreement, architect’s agreement, construction agreement, or other material agreements relating to the property. (l) The Company may permit any change in the property that would result in the termination or unavailability of any material Entitlement, franchise, license or approval for the property as contemplated by the Loan Documents. (m) The Company may permit the institution of any new Enforcement Action against a Borrower, any Guarantor or any other Person. (n) To the extent not precluded by Section 2.6 of the Contribution Agreement, the Company shall seek to recover from any Person, such as title companies and other insurers, such amounts as the Company may be entitled to claim therefrom with respect to any Loan or Collateral.

Management and Disposition of Collateral. Subject to the other terms and conditions of this Agreement (including the Servicing Standard), the Company shall have full power and authority, acting alone or through any the Contract Servicer and any Subservicers, to cause to be done any and all things in connection with the Company’s management of any Collateral or Acquired Collateral, that the Company may deem necessary or desirable, and cause to be made all asset management decisions in its reasonable discretion, including the following: (a) The Company may cause the retention of property management and leasing firms and other agents and contractors. (b) If required because construction has not been completed, the Company may enter into contracts for the completion and maintenance of the construction project, including contracts with the general contractor, the architect and the major subcontractors. (c) The Company (i) shall have the right but not the obligation to cause the termination of any property manager or exclusive sales agent (if any) and (ii) shall have the sole right to cause to be hired and terminated any property managers, sales agents and, if the project Acquired Collateral is not then fully complete at the time in question, contractors, architects and other design and construction professionals and consultants. (d) The Company shall cause reasonable efforts to be used to sell any Acquired Collateral to unaffiliated third parties for cash, and shall be responsible for the documentation of such sales. (e) The Company shall cause legal counsel to be hired when necessary or desirable in connection with any Acquired Collateral. (f) The Company may hold Acquired Collateral in an Ownership Entity and may permit the sale, transfer or release of all or any portion of any Acquired Collateral. (g) The Company may permit capital improvements and physical or structural changes to be made to the Acquired Collateral to complete partially completed projectsCollateral, and the costs of all such improvements shall be deemed to be Servicing ExpensesPost-Acquisition Costs. (h) The Company may permit the authorization of any easements or other changes to title. (i) The Company may permit the settlement of any insurance claim or condemnation awards. (j) The Company may release a Borrower, any Guarantor, or any other party now or hereafter liable for the payment of a Loan or the performance of any other obligation relating thereto, including in connection with any Guarantee, any environmental indemnity, or any intercreditor agreement or Loan Participation Agreementagreement, or amend amendment in any way any intercreditor agreement or Loan Participation Agreementagreement. (k) The Company may permit any lease for the Acquired Collateral or any new property management agreement relating to the property, or approve any modification to a lease, property management agreement, exclusive sales agreement, architect’s agreement, construction agreement, or other material agreements relating to the property. (l) The Company may permit any change in the property that would result in the termination or unavailability of any material Entitlement, franchise, license or approval for the property as contemplated by the Loan Documents. (m) The Company may permit the institution of any new Enforcement Action against a Borrower, any Guarantor or any other Person. (n) To the extent not precluded by Section 2.6 of the Contribution Agreement, the Company shall seek to recover from any Person, such as title companies and other insurers, such amounts as the Company may be entitled to claim therefrom therefore with respect to any Loan or Collateral.