Common use of MASTER SERVICER'S GENERAL POWER AND DUTIES Clause in Contracts

MASTER SERVICER'S GENERAL POWER AND DUTIES. (a) Each Master Servicer shall service and administer the Mortgage Loans (other than the Non-Trust-Serviced Pari Passu Loan) it is required to service hereunder and shall, subject to the terms, conditions and limitations set forth in Sections 8.19, 8.27, 9.39, 14.1, 14.2 and Article XII hereof and as otherwise provided herein and by the Code, have full power and authority to do any and all things which it may deem necessary or desirable in connection with such servicing and administration in accordance with the Servicing Standard. In addition, subject to Section 14.2 hereof, each Master Servicer, consistent with the Servicing Standard, may waive (i) any default interest and Late Fees with respect to its Mortgage Loans that are not Specially Serviced Mortgage Loans and (ii) default interest on a Balloon Payment (but only with the consent of the applicable Special Servicer); provided that, to the extent the applicable Master Servicer waives any default interest and Late Fees, any outstanding Advance Interest with respect to the related Mortgage Loan that would otherwise have been paid out of such default interest and Late Fees shall be paid out of the additional servicing compensation payable to such Master Servicer with respect to that Mortgage Loan; and provided, further, that if no additional servicing compensation is available to offset the outstanding Advance Interest with respect to the Mortgage Loan that would otherwise be offset by the default interest and Late Fees, then the applicable Master Servicer shall not waive such default interest and Late Fees unless it is the first such waiver with respect to the subject Mortgage Loan. Notwithstanding the above, and subject to the restrictions set forth in Section 14.2 hereof, the Master Servicers shall have no power to (i) waive any Prepayment Premiums or (ii) consent to any modification of a Money Term. In addition, subject to the Servicing Standard, the Master Servicers shall not accept any prepayment of principal with respect to any Mortgage Loan on any date other than the related Due Date unless (i) such payment is accompanied by a payment of the interest due with respect to such Mortgage Loan up to the next succeeding Due Date, (ii) such prepayment does not result in the Trust incurring a Prepayment Interest Shortfall or (iii) such prepayment is required to be permitted under the related Mortgage Loan documents on a date other than the related Due Date. Nothing contained in this Agreement shall limit the ability of the Master Servicers to lend money to (to the extent not secured, in whole or in part, by any Mortgaged Property, except for a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied in which case a subordinate loan may be secured by a mortgage lien on the related Mortgaged Property), accept deposits from and otherwise generally engage in any kind of business or dealings with any Mortgagor as though the Master Servicer were not a party to this Agreement or to the transactions contemplated hereby; provided, however, that this sentence shall not modify the Servicing Standard. (b) No Master Servicer shall be obligated to service and administer the Mortgage Loans which have become and continue to be Specially Serviced Mortgage Loans, except as specifically provided herein. Such Master Servicer shall be required to make all calculations and prepare all reports required hereunder with respect to such Specially Serviced Mortgage Loans (other than calculations and reports expressly required to be made by the applicable Special Servicer hereunder) as if no Servicing Transfer Event had occurred and shall continue to collect all Scheduled Payments, make Servicing Advances as set forth herein, make P&I Advances as set forth herein and render such incidental services with respect to such Specially Serviced Mortgage Loans, all as are specifically provided for herein, but shall have no other servicing or other duties with respect to such Specially Serviced Mortgage Loans. Each Master Servicer shall give notice within one Business Day to the applicable Special Servicer of any collections it receives from any Specially Serviced Mortgage Loans, subject to changes agreed upon from time to time by such Special Servicer and such

MASTER SERVICER'S GENERAL POWER AND DUTIES. (a) Each The Master Servicer shall service and administer the Mortgage Loans (other than the Non-Trust-Serviced Pari Passu Loan) it is required to service hereunder and shall, subject to the termsSections 8.7, conditions and limitations set forth in Sections 8.18, 8.19, 8.27, 9.39, 14.1, 14.2 9.39 and Article XII hereof and as otherwise provided herein and by the Code, have full power and authority to do any and all things which it may deem necessary or desirable in connection with such servicing and administration in accordance with the Servicing Standard. In addition, subject to Section 14.2 8.18 hereof, each the Master Servicer, consistent with the Servicing Standard, may waive (i) any default interest and Late Fees with respect to its the Mortgage Loans (or a Serviced Companion Mortgage Loan to the extent such default interest and Late Fees are not required to be used to offset interest on advances of the Other Master Servicer for any P&I Advance made by such Other Master Servicer under the Other Pooling and Servicing Agreement, if such Serviced Companion Mortgage Loan is deposited into an Other Securitization) that are not Specially Serviced Mortgage Loans and (ii) default interest on a Balloon Payment (but only with the consent of the applicable Special Servicer)Loans; provided that, to the extent the applicable Master Servicer waives any default interest and Late Fees, any outstanding Advance Interest and Additional Trust Expenses with respect to the related Mortgage Loan (or Serviced Companion Mortgage Loan, as applicable) that would otherwise have been paid out of such default interest and Late Fees shall be paid out of the additional servicing compensation payable to such Master Servicer with respect to that Mortgage Loan (or Serviced Companion Mortgage Loan, as applicable); and provided, further, that if no additional servicing compensation is available to offset the outstanding Advance Interest and Additional Trust Expenses with respect to the Mortgage Loan (or Serviced Companion Mortgage Loan) that would otherwise be offset by the default interest and Late Fees, then the applicable Master Servicer shall not waive such default interest and Late Fees unless it is the first such waiver with respect to the subject Mortgage Loan (or Serviced Companion Mortgage Loan, as applicable). Notwithstanding the above, and subject to the restrictions set forth in Section 14.2 hereof, the Master Servicers Servicer shall have no power to (i) waive any Prepayment Premiums or (ii) consent to any modification of a Money TermTerm of a Mortgage Loan. In addition, subject to the Servicing Standard, the Master Servicers Servicer shall not accept any prepayment of principal with respect to any Mortgage Loan on any date other than the related Due Date unless (i) such payment is accompanied by a payment of the interest due with respect to such Mortgage Loan up to the next succeeding Due Date, (ii) such prepayment does not result in the Trust incurring a Prepayment Interest Shortfall or (iii) such prepayment is required to be permitted under the related Mortgage Loan documents or applicable law on a date other than the related Due Date; provided that the payment of the related Prepayment Interest Shortfall shall be deemed to cure a breach of the covenant in this sentence. Nothing contained in this Agreement shall limit the ability of the Master Servicers Servicer to lend money to (to the extent not secured, in whole 184 or in part, by any Mortgaged Property, except for a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied in which case a subordinate loan may be secured by a mortgage lien on the related Mortgaged Property), accept deposits from and otherwise generally engage in any kind of business or dealings with any Mortgagor as though the Master Servicer were was not a party to this Agreement or to the transactions contemplated hereby; provided, however, that this sentence shall not modify the Servicing Standard. (b) No Master Servicer shall be obligated to service and administer the Mortgage Loans which have become and continue to be Specially Serviced Mortgage Loans, except as specifically provided herein. Such Master Servicer shall be required to make all calculations and prepare all reports required hereunder with respect to such Specially Serviced Mortgage Loans (other than calculations and reports expressly required to be made by the applicable Special Servicer hereunder) as if no Servicing Transfer Event had occurred and shall continue to collect all Scheduled Payments, make Servicing Advances as set forth herein, make P&I Advances as set forth herein and render such incidental services with respect to such Specially Serviced Mortgage Loans, all as are specifically provided for herein, but shall have no other servicing or other duties with respect to such Specially Serviced Mortgage Loans. Each Master Servicer shall give notice within one Business Day to the applicable Special Servicer of any collections it receives from any Specially Serviced Mortgage Loans, subject to changes agreed upon from time to time by such Special Servicer and such

MASTER SERVICER'S GENERAL POWER AND DUTIES. (a) Each The Master Servicer shall service and administer the Mortgage Loans (other than the Non-Trust-Serviced Pari Passu Loan) it is required to service hereunder and shall, subject to the termsSections 8.7, conditions and limitations set forth in Sections 8.18, 8.19, 8.27, 9.39, 14.1, 14.2 9.39 and Article XII hereof and as otherwise provided herein and by the Code, have full power and authority to do any and all things which it may deem necessary or desirable in connection with such servicing and administration in accordance with the Servicing Standard. In addition, subject to Section 14.2 8.18 hereof, each the Master Servicer, consistent with the Servicing Standard, may waive (i) any default interest and Late Fees with respect to its the Mortgage Loans (or a Serviced Companion Mortgage Loan to the extent such default interest and Late Fees are not required to be used to offset interest on advances of the Other Master Servicer for any P&I Advance made by such Other Master Servicer under the Other Pooling and Servicing Agreement, if such Serviced Companion Mortgage Loan is deposited into an Other Securitization) that are not Specially Serviced Mortgage Loans and (ii) default interest on a Balloon Payment (but only with the consent of the applicable Special Servicer)Loans; provided that, to the extent the applicable Master Servicer waives any default interest and Late Fees, any outstanding Advance Interest with respect to the related Mortgage Loan (or Serviced Companion Mortgage Loan, as applicable) that would otherwise have been paid out of such default interest and Late Fees shall be paid out of the additional servicing compensation payable to such Master Servicer with respect to that Mortgage Loan (or Serviced Companion Mortgage Loan, as applicable); and provided, further, that if no additional servicing compensation is available to offset the outstanding Advance Interest with respect to the Mortgage Loan (or Serviced Companion Mortgage Loan) that would otherwise be offset by the default interest and Late Fees, then the applicable Master Servicer shall not waive such default interest and Late Fees unless it is the first such waiver with respect to the subject Mortgage Loan (or Serviced Companion Mortgage Loan, as applicable). Notwithstanding the above, and subject to the restrictions set forth in Section 14.2 hereof, the Master Servicers Servicer shall have no power to (i) waive any Prepayment Premiums or (ii) consent to any modification of a Money TermTerm of a Mortgage Loan. In addition, subject to the Servicing Standard, the Master Servicers Servicer shall not accept any prepayment of principal with respect to any Mortgage Loan on any date other than the related Due Date unless (i) such payment is accompanied by a payment of the interest due with respect to such Mortgage Loan up to the next succeeding Due Date, (ii) such prepayment does not result in the Trust incurring a Prepayment Interest Shortfall or (iii) such prepayment is required to be permitted under the related Mortgage Loan documents or applicable law on a date other than the related Due Date; provided that the payment of the related Prepayment Interest Shortfall shall be deemed to cure a breach of the covenant in this sentence. Nothing contained in this Agreement shall limit the ability of the Master Servicers Servicer to lend money to (to the extent not secured, in whole or in part, by any Mortgaged Property, except for a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied in which case a subordinate loan may be secured by a mortgage lien on the related Mortgaged Property), accept deposits from and otherwise generally engage in any kind of business or dealings with any Mortgagor as though the Master Servicer were was not a clxxxviii party to this Agreement or to the transactions contemplated hereby; provided, however, that this sentence shall not modify the Servicing Standard. (b) No The Master Servicer shall not be obligated to service and administer the Mortgage Loans which have become and continue to be Specially Serviced Mortgage Loans, except as specifically provided herein. Such The Master Servicer shall be required to make all calculations and prepare all reports required hereunder with respect to such Specially Serviced Mortgage Loans (other than calculations and reports expressly required to be made by the applicable Special Servicer hereunder) as if no Servicing Transfer Event had occurred and shall continue to collect all Scheduled Payments, make Servicing Advances as set forth herein, make P&I Advances as set forth herein and render such incidental services with respect to such Specially Serviced Mortgage Loans, all as are specifically provided for herein, but shall have no other servicing or other duties with respect to such Specially Serviced Mortgage Loans. Each The Master Servicer shall give notice within one (1) Business Day to the applicable Special Servicer of any collections it receives from any Specially Serviced Mortgage Loans, subject to changes agreed upon from time to time by such the Special Servicer and suchthe

MASTER SERVICER'S GENERAL POWER AND DUTIES. (a) Each Master Servicer shall service and administer the Mortgage Loans (other than the Non-Trust-Serviced Pari Passu Loan) it is required to service hereunder and shall, subject to the terms, conditions and limitations set forth in Sections 8.19, 8.27, 9.39, 14.1, 14.2 and Article XII hereof and as otherwise provided herein and by the Code, have full power and authority to do any and all things which it may deem necessary or desirable in connection with such servicing and administration in accordance with the Servicing Standard. In addition, subject to Section 14.2 hereof, each Master Servicer, consistent with the Servicing Standard, may waive (i) any default interest and Late Fees with respect to its Mortgage Loans (or a Serviced Companion Loan to the extent such default interest and Late Fees are not required to be used to offset interest on advances of the Other Master Servicer for any P&I Advance made by such Other Master Servicer under the Other Pooling and Servicing Agreement, if such Serviced Companion Loan is deposited into an Other Securitization) that are not Specially Serviced Mortgage Loans and (ii) default interest on a Balloon Payment (but only with the consent of the applicable Special Servicer)Loans; provided that, to the extent the applicable Master Servicer waives any default interest and Late Fees, any outstanding Advance Interest with respect to the related Mortgage Loan (or Serviced Companion Loan, as applicable) that would otherwise have been paid out of such default interest and Late Fees shall be paid out of the additional servicing compensation payable to such Master Servicer with respect to that Mortgage Loan (or Serviced Companion Loan, as applicable); and provided, further, that if no additional servicing compensation is available to offset the outstanding Advance Interest with respect to the Mortgage Loan (or Serviced Companion Loan) that would otherwise be offset by the default interest and Late Fees, then the applicable Master Servicer shall not waive such default interest and Late Fees unless it is the first such waiver with respect to the subject Mortgage Loan (or Serviced Companion Loan, as applicable). Notwithstanding the above, and subject to the restrictions set forth in Section 14.2 hereof, the Master Servicers shall have no power to (i) waive any Prepayment Premiums or (ii) consent to any modification of a Money Term. In addition, subject to the Servicing Standard, the Master Servicers shall not accept any prepayment of principal with respect to any Mortgage Loan on any date other than the related Due Date unless (i) such payment is accompanied by a payment of the interest due with respect to such Mortgage Loan up to the next succeeding Due Date, (ii) such prepayment does not result in the Trust incurring a Prepayment Interest Shortfall or (iii) such prepayment is required to be permitted under the related Mortgage Loan documents on a date other than the related Due Date. Nothing contained in this Agreement shall limit the ability of the Master Servicers to lend money to (to the extent not secured, in whole or in part, by any Mortgaged Property, except for a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied in which case a subordinate loan may be secured by a mortgage lien on the related Mortgaged Property), accept deposits from and otherwise generally engage in any kind of business or dealings with any Mortgagor as though the Master Servicer were not a party to this Agreement or to the transactions contemplated hereby; provided, however, that this sentence shall not modify the Servicing Standard. (b) No Master Servicer shall be obligated to service and administer the Mortgage Loans which have become and continue to be Specially Serviced Mortgage Loans, except as specifically provided herein. Such Master Servicer shall be required to make all calculations and prepare all reports required hereunder with respect to such Specially Serviced Mortgage Loans (other than calculations and reports expressly required to be made by the applicable Special Servicer hereunder) as if no Servicing Transfer Event had occurred and shall continue to collect all Scheduled Payments, make Servicing Advances as set forth herein, make P&I Advances as set forth herein and render such incidental services with respect to such Specially Serviced Mortgage Loans, all as are specifically provided for herein, but shall have no other servicing or other duties with respect to such Specially Serviced Mortgage Loans. Each Master Servicer shall give notice within one Business Day to the applicable Special Servicer of any collections it receives from any Specially Serviced Mortgage Loans, subject to changes agreed upon from time to time by such Special Servicer and such