Common use of Modifications and Waivers Relating to Loans Clause in Contracts

Modifications and Waivers Relating to Loans. So long as it is consistent with the Credit and Collection Policy, the Servicer may waive, modify or vary any term of any Loan if in the Servicer's determination such waiver, modification or variance will not be materially adverse to the interests of the Noteholders or the Hedge Counterparties; provided, however, the Servicer may not waive, modify or vary any Loan in any manner that would extend the amortization of such Loan beyond the Legal Final Maturity Date; provided, further, however, if any such Loan is amended, modified, waived or varied due to an Obligor's inability to pay principal or interest, then the Loan shall be treated as a Delinquent Loan as of the date that is one (1) day in case of Asset Based Revolvers or sixty (60) days in the case of all other Loans after such delinquent payment was first due if all delinquencies have not been cured within that one (1) day or sixty (60) day period, as applicable. The Servicer may execute any waivers, modifications or variances on behalf of the Issuer. The Servicer will provide Moody's with a copy of any waiver, modification or variance promptly xxxxx its execution. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall for the purposes of distributions to Noteholders or Hedge Counterparties be added to the amount owing under the related Loan. Any fees and costs imposed in connection therewith may be retained by the Servicer. Without limiting the generality of the foregoing, so long as it is consistent with the Credit and Collection Policy, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee, the Owner Trustee, each Securityholder and each Hedge Counterparty, all instruments of amendment, waiver, satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loans and with respect to any Collateral. Such authority shall include, but not be limited to, the authority to substitute or release items of Collateral consistent with the Credit and Collection Policy and sell participations or assignments in Loans previously transferred to the Issuer. In connection with any such sale, the Servicer shall deposit in the Principal and Interest Account, pursuant to subsection 7.03(b), all proceeds received upon such sale. If reasonably required by the Servicer, the Indenture Trustee, on behalf of the Issuer, shall furnish the Servicer, within five (5) Business Days of receipt of the Servicer's request, with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Any such request to the Indenture Trustee, on behalf of the Issuer, shall be accompanied by a certification in the form of Exhibit L attached hereto signed by a Servicing Officer. In connection with any substitution of Collateral, the Servicer shall deliver to the Indenture Trustee the items, and within the time frame, set forth in Section 2.06, assuming that the date of substitution is the relevant "Transfer Date."

Modifications and Waivers Relating to Loans. So long as it is ------------------------------------------- consistent with the terms of this Agreement and the Credit and Collection Policy, the Servicer may waive, modify or vary any term of any Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Obligor or other parties to the Loan Documents if in the Servicer's determination such waiver, modification modification, postponement or variance indulgence will not be materially adverse to the interests of the Noteholders or the Hedge CounterpartiesNoteholders; provided, -------- however, the Servicer may not waive, modify or vary any Loan in any manner that would extend ------- the amortization of such Loan beyond the Legal Final Maturity Date; provided, further, however, if any such Loan is amended, modified, waived or varied due to an Obligor's inability to pay principal or interest, then the Loan shall be treated as a Delinquent Loan as of the date that is one (1) day in case of Asset Based Revolvers or sixty (60) days in the case of all other Loans after such delinquent payment was first due if all delinquencies have not been cured within that one (1) day or sixty (60) day period, as applicable. The Servicer may execute any waivers, modifications modifications, postponements or variances indulgences on behalf of the Issuer. The Servicer will provide Moody's with a copy of any waiver, modification or variance promptly xxxxx its executionTrust. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall for the purposes of distributions to Noteholders or Hedge Counterparties be added to the amount owing under the related Loan. Any fees and costs imposed in connection therewith may be retained by the Servicer. Without limiting the generality of the foregoing, so long as it is consistent with the Credit and Collection Policy, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee, the Owner Trustee, each Securityholder Noteholder and each Hedge CounterpartyCertificateholder, all instruments of amendment, waiver, satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loans and with respect to any Collateral. Such authority shall include, but not be limited to, the authority to substitute or release items of Collateral consistent with the Credit and Collection Policy and sell participations or assignments in Loans previously transferred to the IssuerTrust. In connection with any such sale, the Servicer shall deposit in the Principal and Interest Account, pursuant to subsection 7.03(b), all proceeds received upon such sale. If reasonably required ------------------ by the Servicer, the Indenture Trustee, on behalf of the IssuerTrust, shall furnish the Servicer, within five (5) Business Days of receipt of the Servicer's request, with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Any such request to the Indenture Trustee, on behalf of the IssuerTrust, shall be accompanied by a certification in the form of Exhibit L attached hereto signed by a Servicing Officer. In connection with any --------- substitution of Collateral, the Servicer shall deliver to the Indenture Trustee the items, and within the time frame, set forth in Section 2.06, assuming that ------------ the date of substitution is the relevant "Transfer Date."

Modifications and Waivers Relating to Loans. So long as it is consistent with the Credit and Collection Policy, the Servicer may waive, modify or vary any term of any Loan if in the Servicer's determination such waiver, modification or variance will not be materially adverse to the interests of the Noteholders or the Hedge Counterparties; provided, however, the Servicer may not waive, modify or vary any Loan in any manner that would extend the amortization of such Loan beyond the Legal Final Maturity Date; provided, further, however, if any such Loan is amended, modified, waived or varied due to an Obligor's inability to pay principal or interest, then the Loan shall be treated as a Delinquent Loan as of the date that is one (1) day in case of Asset Based Revolvers or sixty (60) days in the case of all other Loans after such delinquent payment was first due if all delinquencies have not been cured within that one (1) day or sixty (60) day period, as applicable. The Servicer may execute any waivers, modifications or variances on behalf of the Issuer. The Servicer will provide Moody's Xxxxx'x with a copy of any waiver, modification or variance promptly xxxxx after its execution. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall for the purposes of distributions to Noteholders or Hedge Counterparties be added to the amount owing under the related Loan. Any fees and costs imposed in connection therewith may be retained by the Servicer. Without limiting the generality of the foregoing, so long as it is consistent with the Credit and Collection Policy, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee, the Owner Trustee, each Securityholder and each Hedge Counterparty, all instruments of amendment, waiver, satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loans and with respect to any Collateral. Such authority shall include, but not be limited to, the authority to substitute or release items of Collateral consistent with the Credit and Collection Policy and sell participations or assignments in Loans previously transferred to the Issuer. In connection with any such sale, the Servicer shall deposit in the Principal and Interest Account, pursuant to subsection Section 7.03(b), all proceeds received upon such sale. If reasonably required by the Servicer, the Indenture Trustee, on behalf of the Issuer, shall furnish the Servicer, within five (5) Business Days of receipt of the Servicer's request, with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Any such request to the Indenture Trustee, on behalf of the Issuer, shall be accompanied by a certification in the form of Exhibit L attached hereto signed by a Servicing Officer. In connection with any substitution of Collateral, the Servicer shall deliver to the Indenture Trustee the items, and within the time frame, set forth in Section 2.06, assuming that the date of substitution is the relevant "Transfer Date."

Modifications and Waivers Relating to Loans. So long as it is consistent with the terms of this Agreement and the Credit and Collection Policy, the Servicer may waive, modify or vary any term of any Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Obligor or other parties to the Loan Documents (and the Servicer may execute any such waivers, modifications, postponements or indulgences on behalf of the Trust) if in the Servicer's ’s determination such waiver, modification modification, postponement or variance indulgence will not be materially adverse to the interests of the Noteholders Noteholders; provided that (a) Loans representing not more than 10% (or 15% if the Hedge Counterparties; provided, however, the Servicer may not waive, modify or vary any Loan in any manner that would extend the amortization of such Loan beyond the Legal Final Maturity Date; provided, further, however, if any such Loan Rating Agency Condition is amended, modified, waived or varied due to an Obligor's inability to pay principal or interest, then the Loan shall be treated as a Delinquent Loan as satisfied) of the date that is one Expected Aggregate Outstanding Loan Balance shall have been subject to Material Modification and (1b) day in case of Asset Based Revolvers or sixty (60) days in the case of all other Loans after such delinquent payment was first due if all delinquencies have not been cured within that one (1) day or sixty (60) day period, as applicable. The Servicer may execute any waivers, modifications or variances on behalf of Trust shall notify the Issuer. The Servicer will provide Moody's with a copy Rating Agencies of any waiver, modification or variance promptly xxxxx its executionMaterial Modification. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall for the purposes of distributions to Noteholders or Hedge Counterparties be added to the amount owing under the related Loan. Any fees and costs imposed in connection therewith may be retained by the Servicer. Without limiting the generality of the foregoing, so long as it is consistent with the Credit and Collection Policy, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee, the Owner TrusteeTrust, each Securityholder Noteholder and each Hedge CounterpartyCertificateholder, all instruments of amendment, waiver, satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loans and with respect to any Collateral. Such authority shall include, but not be limited to, the authority to substitute or release items of Collateral consistent with the Credit and Collection Policy and sell participations or assignments in Loans previously transferred to the IssuerTrust, subject to Section 2.7. In connection with any such sale, the Servicer shall deposit in the Principal and Interest Account, pursuant to subsection 7.03(b7.3(b), all proceeds received upon such sale. If reasonably required by the Servicer, the Indenture Trustee, on behalf of the IssuerTrust, shall furnish the Servicer, within five (5) Business Days of receipt of the Servicer's ’s request, so long as no Servicer Default has occurred and is continuing, with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Any such request to the Indenture Trustee, on behalf of the Issuer, shall be accompanied by a certification in the form of Exhibit L attached hereto signed by a Servicing Officer. In connection with any substitution of Collateral, the Servicer shall deliver to the Indenture Trustee the items, and within the time frame, set forth in Section 2.062.6, assuming that the date of substitution is the relevant "“Transfer Date”."

Modifications and Waivers Relating to Loans. So long as it is consistent with the Credit and Collection Policy, the Servicer may waive, modify or vary any term of any Loan if in the Servicer's determination such waiver, modification or variance will not be materially adverse to the interests of the Noteholders or the Hedge Swap Counterparties; provided, however, the Servicer may not waive, modify or vary any Loan in any manner that would extend the amortization of such Loan beyond the Legal Final Maturity Date; provided, further, however, if any such Loan is amended, modified, waived or varied due to an Obligor's inability to pay principal or interest, then the Loan shall be treated as a Delinquent Loan as of the date that is one (1) day in case of Asset Based Revolvers or sixty (60) days in the case of all other Loans after such delinquent payment was first due if all delinquencies have not been cured within that one (1) day or sixty (60) day period, as applicable. The Servicer may execute any waivers, modifications or variances on behalf of the Issuer. The Servicer will provide Moody's with a copy of any waiver, modification or variance promptly xxxxx its execution. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall for the purposes of distributions to Noteholders or Hedge Swap Counterparties be added to the amount owing under the related Loan. Any fees and costs imposed in connection therewith may be retained by the Servicer. Without limiting the generality of the foregoing, so long as it is consistent with the Credit and Collection Policy, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee, the Owner Trustee, each Securityholder and each Hedge Swap Counterparty, all instruments of amendment, waiver, satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loans and with respect to any Collateral. Such authority shall include, but not be limited to, the authority to substitute or release items of Collateral consistent with the Credit and Collection Policy and sell participations or assignments in Loans previously transferred to the Issuer. In connection with any such sale, the Servicer shall deposit in the Principal and Interest Account, pursuant to subsection 7.03(b), all proceeds received upon such sale. If reasonably required by the Servicer, the Indenture Trustee, on behalf of the Issuer, shall furnish the Servicer, within five (5) Business Days of receipt of the Servicer's request, with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Any such request to the Indenture Trustee, on behalf of the Issuer, shall be accompanied by a certification in the form of Exhibit L attached hereto signed by a Servicing Officer. In connection with any substitution of Collateral, the Servicer shall deliver to the Indenture Trustee the items, and within the time frame, set forth in Section 2.06, assuming that the date of substitution is the relevant "Transfer Date."

Modifications and Waivers Relating to Loans. So long as it is consistent with the Credit and Collection Policy, the Servicer may waive, modify or vary any term of any Loan if in the Servicer's determination such waiver, modification or variance will not be materially adverse to the interests of the Noteholders or the Hedge Counterparties; provided, however, the Servicer may not waive, modify or vary any Loan in any manner that would extend the amortization of such Loan beyond the Legal Final Maturity Date; provided, further, however, if any such Loan is amended, modified, waived or varied due to an Obligor's inability to pay principal or interest, then the Loan shall be treated as a Delinquent Loan as of the date that is one (1) day in case of Asset Based Revolvers or sixty (60) days in the case of all other Loans after such delinquent payment was first due if all delinquencies have not been cured within that one (1) day or sixty (60) day period, as applicable. The Servicer may execute any waivers, modifications or variances on behalf of the Issuer. The Servicer will provide Moody's Xxxxx'x with a copy of any waiver, modification or variance promptly xxxxx after its execution. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall for the purposes of distributions to Noteholders or Hedge Counterparties be added to the amount owing under the related Loan. Any fees and costs imposed in connection therewith may be retained by the Servicer. Without 66 limiting the generality of the foregoing, so long as it is consistent with the Credit and Collection Policy, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee, the Owner Trustee, each Securityholder and each Hedge Counterparty, all instruments of amendment, waiver, satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loans and with respect to any Collateral. Such authority shall include, but not be limited to, the authority to substitute or release items of Collateral consistent with the Credit and Collection Policy and sell participations or assignments in Loans previously transferred to the Issuer. In connection with any such sale, the Servicer shall deposit in the Principal and Interest Account, pursuant to subsection Section 7.03(b), all proceeds received upon such sale. If reasonably required by the Servicer, the Indenture Trustee, on behalf of the Issuer, shall furnish the Servicer, within five (5) Business Days of receipt of the Servicer's request, with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Any such request to the Indenture Trustee, on behalf of the Issuer, shall be accompanied by a certification in the form of Exhibit L attached hereto signed by a Servicing Officer. In connection with any substitution of Collateral, the Servicer shall deliver to the Indenture Trustee the items, and within the time frame, set forth in Section 2.06, assuming that the date of substitution is the relevant "Transfer Date."