Common use of Modifications of Loan Documents Clause in Contracts

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decision) or the Special Servicer (if a Special Servicing Loan Event occurs and is continuing) may, subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to the occurrence and continuance of a Control Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) after the occurrence and during the continuance of a Control Event but prior to the occurrence of a Consultation Termination Event, modify, waive or amend any term of the Whole Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either (i) cause the Trust REMIC to fail to qualify as a REMIC under the Code or (ii) subject the Trust REMIC to any tax under the REMIC Provisions (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (a) seven (7) years prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the Borrower. In connection with (i) the release of the Mortgaged Property or portion thereof from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion of the Mortgaged Property, for purposes of REMIC qualification of the Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. The Servicer shall provide to the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, the Special Servicer shall forward such notice to the Directing Certificateholder.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and or is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs and is continuing) may), subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) Controlling Class Representative after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event and (z) the consultation and review rights of the Operating Advisor provided for in this Agreement after the occurrence and during the continuance of an Operating Advisor Consultation Event, may modify, waive or amend any term of the Whole Loan if such modification, waiver or amendment (a) is consistent with the Accepted Servicing Practices and (b) does not either (i) cause the Trust result in an Adverse REMIC to fail to qualify as a REMIC under the Code or (ii) subject the Trust REMIC to any tax under the REMIC Provisions Event (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination)) or cause any REMIC related to any Other Securitization Trust securities to fail to qualify as a REMIC under the Code. Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Stated Maturity Date beyond the date that is the earlier of (a) seven (7) years prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerDate. In connection with (i) the release of the Mortgaged a Property or a portion thereof of a Property from the lien of the related Mortgage or (ii) the taking of the Mortgaged a Property or portion thereof of a Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion of the Mortgaged such Property, for purposes of REMIC qualification of the Mortgage Trust Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. The Servicer shall provide to the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, the Special Servicer shall forward such notice to the Directing Certificateholder.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs has occurred and is continuing) may, subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to the occurrence and continuance of a Control Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) after Holder, during any Subordinate Control Period or Subordinate Consultation Period, and of the occurrence and during the continuance of a Control Event but prior to the occurrence of a Risk Retention Consultation Termination EventParty, modify, waive or amend any term of the Whole Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either (i) cause either the Trust Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code or (ii) subject constitute a “significant modification” of the Trust REMIC Whole Loan pursuant to any tax under the REMIC Provisions Treasury Regulations Section 1.860G-2(b) (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (a) seven (7) years prior to the latest Rated Final Distribution Date and Date. With respect to any action as to which the Special Servicer’s consent is required under this Agreement (bincluding any applicable Major Decision), the Servicer must obtain the consent of the Special Servicer who, in turn, shall obtain the consent of the Directing Holder (during any Subordinate Control Period) 20 years or, prior to granting its approval to the extent consistent with Accepted Servicer to take such action. After obtaining such approval, the Servicer shall be responsible for processing such action (if no Special Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerLoan Event has occurred and is continuing). In connection with (i) the release of the Mortgaged Property or portion thereof from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion Property, or the fair market value of the Mortgaged real property constituting the remaining Property, for purposes of REMIC qualification of the Mortgage Whole Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any, to the extent required by the REMIC Provisions. The Servicer shall provide Any modification, extension, waiver or amendment of the payment terms of the Trust Loan and the Companion Loans will be required to be structured to be consistent with the allocation and payment priorities in the related Loan Documents and the Co-Lender Agreement, such that neither the Trust as holder of the Trust Loan nor a Companion Loan Holder gains a priority over the other such holder that is not reflected in the related Loan Documents and the Co-Lender Agreement. Certain modifications, waivers or amendments with respect to the Companion Loans may be subject to the consent of the Companion Loan Holders and the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, the Special Servicer shall forward such notice described pursuant to the Directing Certificateholderterms of this Agreement and the Co-Lender Agreement.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and or is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs and is continuing) may), subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) Controlling Class Representative prior to the occurrence and continuance of a Control EventTermination Event with respect to Major Decisions, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) Controlling Class Representative after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination EventEvent with respect to Major Decisions and (z) the consultation and review rights of the Operating Advisor provided for in this Agreement after the occurrence and during the continuance of an Operating Advisor Consultation Event with 121 respect to Major Decisions, may modify, waive or amend any term of the Whole Mortgage Loan if such modification, waiver or amendment (a) is consistent with the Accepted Servicing Practices and (b) does not either (i) cause the Trust result in an Adverse REMIC to fail to qualify as a REMIC under the Code or (ii) subject the Trust REMIC to any tax under the REMIC Provisions Event (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination)) or cause any REMIC related to any Other Securitization Trust securities to fail to qualify as a REMIC under the Code. Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Stated Maturity Date beyond the date that is the earlier of (a) seven (7) years prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerDate. In connection with (i) the release of the Mortgaged Property or a portion thereof of the Property from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property or portion thereof of the Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion of the Mortgaged such Property, for purposes of REMIC qualification of the Mortgage Trust Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. The Servicer shall provide to the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, the Special Servicer shall forward such notice to the Directing Certificateholder.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs has occurred and is continuing) may, subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to the occurrence and continuance of a Control Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) after the occurrence and Holder during the continuance of a any Subordinate Control Event but prior to the occurrence of a Period or Subordinate Consultation Termination EventPeriod, modify, waive or amend any term of the Whole Mortgage Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either (i) cause either the Trust Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code or (ii) subject constitute a “significant modification” of the Trust REMIC Mortgage Loan pursuant to any tax under the REMIC Provisions Treasury Regulations Section 1.860G-2(b) (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (ai) seven (7) five years prior to the latest Rated Final Distribution Date and (b2) the date that is 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground leaseGround Lease, 10 years, prior to the end of the current term of the ground leaseGround Lease, plus any options to extend the ground lease Ground Lease unilaterally exercisable unilaterally by the Borrower. In connection with (i) the release of the Mortgaged Property or portion thereof from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion Property, or the fair market value of the Mortgaged real property constituting the remaining Property, for purposes of REMIC qualification of the Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. The Servicer shall provide , to the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, extent required by the Special Servicer shall forward such notice to the Directing CertificateholderREMIC regulations.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and or is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs and is continuing) may), subject to (w) the rights of the Mezzanine Lender under the Intercreditor Agreement, (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) Controlling Class Representative prior to the occurrence and continuance of a Control EventTermination Event with respect to Major Decisions, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) Controlling Class Representative after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination EventEvent with respect to Major Decisions and (z) the consultation and review rights of the Operating Advisor provided for in this Agreement after the occurrence and during the continuance of an Operating Advisor Consultation Event with respect to Major Decisions, may modify, waive or amend any term of the Whole Mortgage Loan if such modification, waiver or amendment (a) is consistent with the Accepted Servicing Practices and (b) does not either (i) cause the Trust result in an Adverse REMIC to fail to qualify as a REMIC under the Code or (ii) subject the Trust REMIC to any tax under the REMIC Provisions Event (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination)) or cause any REMIC related to any Other Securitization Trust securities to fail to qualify as a REMIC under the Code. Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Stated Maturity Date beyond the date 125 that is the earlier of (a) seven (7) five years prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerDate. In connection with (i) the release of the Mortgaged Property or a portion thereof of the Property from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property or portion thereof of the Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion of the Mortgaged such Property, for purposes of REMIC qualification of the Mortgage Trust Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. The Servicer shall provide to the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, the Special Servicer shall forward such notice to the Directing Certificateholder.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and or is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs and is continuing) may), subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) Controlling Class Representative prior to the occurrence and continuance of a Control EventTermination Event with respect to Major Decisions, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) Controlling Class Representative after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination EventEvent with respect to Major Decisions and (z) the consultation and review rights of the Operating Advisor provided for in this Agreement after the occurrence and during the continuance of an Operating Advisor Consultation Event with respect to Major Decisions, may modify, waive or amend any term of the Whole Mortgage Loan if such modification, waiver or amendment (a) is consistent with the Accepted Servicing Practices and (b) does not either (i) cause the Trust result in an Adverse REMIC to fail to qualify as a REMIC under the Code or (ii) subject the Trust REMIC to any tax under the REMIC Provisions Event (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination)) or cause any REMIC related to any Other Securitization Trust securities to fail to qualify as a REMIC under the Code. Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Stated Maturity Date beyond the date that is the earlier of (a) seven (7) years prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerDate. In connection with (i) the release of the Mortgaged a Property or a portion thereof of a Property from the lien of the related Mortgage or (ii) the taking of the Mortgaged a Property or portion thereof of a Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion of the Mortgaged such Property, for purposes of REMIC qualification of the Mortgage Trust Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. The Servicer shall provide to the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, the Special Servicer shall forward such notice to the Directing Certificateholder.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs has occurred and is continuing) may, subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to the occurrence and continuance of a Control Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) after Holder, during any Subordinate Control Period or Subordinate Consultation Period, and of the occurrence and during the continuance of a Control Event but prior to the occurrence of a Risk Retention Consultation Termination EventParty, modify, waive or amend any term of the Whole Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either (i) cause either the Trust Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code or (ii) subject constitute a “significant modification” of the Trust REMIC Whole Loan pursuant to any tax under the REMIC Provisions Treasury Regulations Section 1.860G-2(b) (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (a) seven (7) years prior to the latest Rated Final Distribution Date and Date. With respect to any action as to which the Special Servicer’s consent is required under this Agreement (bincluding any applicable Major Decision), the Servicer must obtain the consent of the Special Servicer who, in turn, shall obtain the consent of the Directing Holder (during any Subordinate Control Period) 20 years or, prior to granting its approval to the extent consistent with Accepted Servicer to take such action. After obtaining such approval, the Servicer shall be responsible for processing such action (if no Special Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerLoan Event has occurred and is continuing). In connection with (i) the release of the Mortgaged Property or portion thereof from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion Property, or the fair market value of the Mortgaged real property constituting the remaining Property, for purposes of REMIC qualification of the Mortgage Whole Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any, to the extent required by the REMIC Provisions. The Servicer shall provide Any modification, extension, waiver or amendment of the payment terms of the Trust Loan and any Companion Loan will be required to be structured to be consistent with the allocation and payment priorities in the related Loan Documents and the Agreement Between Note Holders, such that neither the Trust as holder of the Trust Loan nor a Companion Loan Holder gains a priority over the other such holder that is not reflected in the related Loan Documents and the Agreement Between Note Holders. Certain modifications, waivers or amendments with respect to a Companion Loan may be subject to the consent of a Companion Loan Holder and the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, the Special Servicer shall forward such notice described pursuant to the Directing Certificateholderterms of this Agreement and the Agreement Between Note Holders.