Modifications, Waivers and Amendments. (a) (i) With respect to non Specially Serviced Loans, the Special Servicer (with respect to any Major Decision or Special Servicer Decision, unless the Master Servicer and the Special Servicer mutually agree that, in connection with any modification, waiver or amendment that constitutes a Major Decision or a Special Servicer Decision, the Master Servicer shall process and determine whether to consent to, subject to the consent of the Special Servicer, such modification, waiver or amendment) or the Master Servicer (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced Loan, the Special Servicer, in each case subject to any applicable consent or consultation rights (if any) of the Operating Advisor, the consent or consultation rights (if any) of the Controlling Class Representative, the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio Directing Holder and the consultation rights (if any) of any related holder of a Pari Passu Companion Loan or its Companion Loan Holder Representative (as applicable), may modify, waive or amend any term of any Mortgage Loan or Serviced Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Mortgage Loan or Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to such determination. In addition, subject to the next sentence, with respect to non-Specially Serviced Loans, the Master Servicer, prior to taking any action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) and prior to taking any action with respect to a Special Servicer Decision (or...
Modifications, Waivers and Amendments. (a) Subject to Sections 3.26, 3.28 and 3.31 and subsections (b) through (g) below, as applicable, the Special Servicer may agree to any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan.
(b) Subject to Section 3.26 and 3.31, the Special Servicer shall determine, in accordance with the Servicing Standard, that any modification, waiver or amendment is appropriate and, except as provided in Section 3.02, Section 3.08, Section 3.09 and Sections 3.27(k) and 3.27(l), only the Special Servicer may consent to modifications, waivers or amendments of any term of any Mortgage Loan or Serviced Whole Loan.
(c) The parties acknowledge the exclusive right of the Controlling Class Representative to approve or disapprove any proposed modification, waiver or amendment of the terms of the Non-Serviced Mortgage Loan under Section 3.26(d) (subject to the conditions therein stated). None of the Master Servicer, any sub-servicer or the Special Servicer shall agree to any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan if such modification, waiver or amendment would:
(i) affect the amount or timing of any related scheduled payments of principal, interest or other amount (including Yield Maintenance Charges) payable under the Mortgage Loan or Serviced Whole Loan;
(ii) affect the obligation of the related Mortgagor to pay a Yield Maintenance Charge or permit a Principal Prepayment during the applicable Lock-out Period;
(iii) except as expressly provided by the related Mortgage, or in connection with a material adverse environmental condition at the related Mortgaged Property, result in a release of the lien of the related Mortgage on any material portion of such Mortgaged Property without a corresponding Principal Prepayment; or
(iv) in the judgment of the Special Servicer, materially impair the security for the Mortgage Loan or Serviced Whole Loan or reduce the likelihood of timely payment of amounts due thereon.
(d) Notwithstanding anything set forth in Section 3.27(c), the Special Servicer may, subject to Sections 3.26 and 3.28 and in accordance with any applicable Intercreditor Agreement, consistent with the Servicing Standard:
(i) reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest and/or any Yield Maintenance Charge;
(ii) reduce the amount or change the timing of the Monthly Payment on any Specially Serviced Mortgage Loan, including by way...
Modifications, Waivers and Amendments. The Escrow Agent shall not be bound by any modification, amendment, termination (except as provided in Section 3), cancellation, rescission or supersession of this Agreement unless the same shall be in writing and signed by the parties hereto, and, if its rights, duties, immunities or indemnities as Escrow Agent are affected thereby, unless it shall have given its prior written consent thereto. This Agreement may not be modified, amended or terminated (except as provided in Section 3) without the written consent of the Initial Lenders.
Modifications, Waivers and Amendments. SECTION 3.28 The Healthcare Adviser......................................
Modifications, Waivers and Amendments. Section 3.28 Additional Obligations with Respect to Certain Mortgage Loans....................................................
Modifications, Waivers and Amendments. No amendment, change, waiver, modification, cancellation or termination of this Settlement or any part thereof, shall be valid unless expressly set forth in a written document signed by the party or parties against whom enforcement of the amendment, change, waiver, modification, cancellation or termination is sought. No waiver of any provision of this Settlement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver unless it specifically so provides.
Modifications, Waivers and Amendments. The Escrow Agent shall not be bound by any modification, amendment, termination (except as provided in Section 11 hereof), cancelation, rescission or supercession of this Agreement unless the same shall be in writing and signed by the parties hereto, and, if its rights, duties, immunities or indemnities as Escrow Agent are affected thereby, unless it shall have given its prior written consent thereto. This Agreement may not be modified or amended or terminated (except as provided in Section 11 hereof) without the prior written consent of holders of all the Notes (except as permitted without such consent pursuant to the Indenture).
Modifications, Waivers and Amendments. No party shall be bound by any modification, amendment, termination (except as provided in Section 3), cancellation, rescission or supersession of this Agreement unless the same shall be in writing and signed by the parties hereto, and, if its rights, duties, immunities or indemnities as are affected thereby, unless it shall have given its prior written consent thereto. This Agreement may not be modified in any way that would conflict with the Indenture.
Modifications, Waivers and Amendments. The Escrow Agent shall not be bound by any modification, waiver, amendment, termination (except as provided in Section 2 hereof), cancellation, rescission or supersession of this Escrow Agreement unless the same shall be in writing and signed by the parties hereto, and, if its rights, duties, immunities or indemnities as Escrow Agent are affected thereby, unless it shall have given its prior written consent thereto. This Escrow Agreement may not be modified, waived, amended or terminated without the written consent of the Escrow Agent, Initial Purchasers and the Issuer.
Modifications, Waivers and Amendments. The Escrow Agent shall not be bound by any modification, amendment, termination (except as provided in Section 3), cancellation, rescission or supersession of this Agreement unless the same shall be in writing and signed by the parties hereto, and, if its rights, duties, immunities or indemnities as Escrow Agent are affected thereby, unless it shall have given its prior written consent thereto. This Agreement may not be modified, amended or terminated (except as provided in Section 3) without the written consent of the Company, XX Xxxxxx and Xxxxxxx Xxxxx. Notwithstanding anything herein to the contrary, the parties hereto may not amend or modify the provisions in this Agreement and the Assumption Agreement relating to the Select Medical Escrow Merger and Select's assumption of the obligations under the Indenture if such change would adversely affect the rights of any holder of the Securities without the consent of each Holder of outstanding Securities so affected.
