Common use of Modifications, Waivers, Consents Clause in Contracts

Modifications, Waivers, Consents. In accordance with the terms of this Master Agreement, the Master Servicer may waive, modify, amend or vary any term of any Qualified Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Borrower if, in the Master Servicer’s judgment and consistent with Customary Servicing Procedures, such waiver, modification, consent, postponement or indulgence will make it more likely that such Borrower will be able to successfully repay the Qualified Loan in question; provided, however, that the Master Servicer shall not take any of the following actions without, in each such case, giving the Purchaser at least 10 Business Day's prior written notice of its intention to do so (each such notice, a "10 Business Day Notice"): (i) waive any event of default (as such term is defined in the documentation for the applicable Qualified Loan), (ii) reduce the Loan Interest Rate applicable to such Qualified Loan (iii) forgive any principal of a Qualified Loan, (iv) postpone any date for the payment of principal or interest on account of such Qualified Loan, (v) extend the maturity date of such Qualified Loan, (vi) change the amortization method or amortization term of such Qualified Loan, or (vii) implement a workout plan, commence a foreclosure proceeding, accept a deed in lieu of foreclosure, conduct a pre-foreclosure sale, seek a deficiency judgment or exercise any other remedy available under the documentation for the applicable Qualified Loan. To the extent the terms of any Qualified Loan is modified or amended, the Master Servicer shall notify Fxxxxx Mac with respect to such Qualified Loan and provide Fxxxxx Mac a modified Loan Setup File no later than the fifth Business Day following the effective date of such modification or amendment. In addition to the foregoing, if one or more Qualified Loans in the Master Servicer's own portfolio present the same issue or issues as the Qualified Loan which is the subject of a 10 Business Day Notice but the Master Servicer does not propose to handle such issues under such Master Servicer's Loans in a manner similar to the proposal submitted to the Purchaser, the Master Servicer will so state in the 10 Business Day Notice and include a description of how such issues will be handled in such Master Servicer's Loans. If by the end of the applicable 10 Business Day Notice period, the Master Servicer has not received written notice from the Purchaser disapproving of the proposal set forth in the applicable 10 Business Day Notice, the Master Servicer may proceed to implement such proposal. If the Purchaser notifies the Master Servicer within the applicable 10 Business Day Notice period that it disapproves of any such proposal with respect to a Qualified Loan, the Master Servicer and the Purchaser will consult with one another as to the best way to proceed and the Purchaser's decision with respect to such Qualified Loan will be binding on the Master Servicer; provided, however, that the Master Servicer shall have the right to handle such issues under the Qualified Loans in its own portfolio in such manner as the Master Servicer deems appropriate or desirable. In addition to the foregoing, and regardless of whether any action is proposed to be taken by the Master Servicer with respect to a Qualified Loan, the Master Servicer shall notify the Purchaser promptly after becoming aware of: (i) each event of default (as such term is defined in the documentation for the applicable Qualified Loan) that has occurred and is continuing under the documentation for any Qualified Loan, (ii) any receipt of a notice of a Borrower’s or Mortgage Property’s violation or potential violation of applicable zoning laws or environmental laws pertaining to environmental hazards, (iii) any proposed material change in the control or ownership of a Borrower, and (iv) any material pending lawsuit involving a Borrower or Mortgaged Property which in the opinion of the Master Servicer would materially and adversely affect such Borrower's ability to perform its obligations under the Loan Agreement.

Modifications, Waivers, Consents. In accordance with the terms of this Master Agreement, the Master Servicer may waive, modify, amend or vary any term of any Qualified Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Borrower if, in the Master Servicer’s judgment and consistent with Customary Servicing Procedures, such waiver, modification, consent, postponement or indulgence will make it more likely that such Borrower will be able to successfully repay the Qualified Loan in question; provided, however, that the Master Servicer shall not take any of the following actions without, in each such case, giving the Purchaser at least 10 Business Day's ’s prior written notice of its intention to do so (each such notice, a "“10 Business Day Notice"”): (i) waive any event of default (as such term is defined in the documentation for the applicable Qualified Loan), (ii) reduce the Loan Interest Rate applicable to such Qualified Loan Loan, (iii) forgive any principal of a Qualified Loan, (iv) postpone any date for the payment of principal or interest on account of such Qualified Loan, (v) extend the maturity date of such Qualified Loan, (vi) change the amortization method or amortization term of such Qualified Loan, (vii) waive any Prepayment Premium or Premium Make-Whole Amount, or (viiviii) implement a workout plan, commence a foreclosure proceeding, accept a deed in lieu of foreclosure, conduct a pre-foreclosure sale, seek a deficiency judgment or exercise any other remedy available under the documentation for the applicable Qualified Loan. To the extent the terms of any Qualified Loan is modified or amended, the Master Servicer shall notify Fxxxxx Xxxxxx Mac with respect to such Qualified Loan and and, to the extent information called for in a Loan Setup File has changed, provide Fxxxxx Xxxxxx Mac a modified Loan Setup File no later than the fifth Business Day following the effective date of such modification or amendment. In addition to the foregoing, if one or more Qualified Loans in the Master Servicer's ’s own portfolio present the same issue or issues as the Qualified Loan which is the subject of a 10 Business Day Notice but the Master Servicer does not propose to handle such issues under such Master Servicer's ’s Loans in a manner similar to the proposal submitted to the Purchaser, the Master Servicer will so state in the 10 Business Day Notice and include a description of how such issues will be handled in such Master Servicer's ’s Loans. If by the end of the applicable 10 Business Day Notice period, the Master Servicer has not received written notice from the Purchaser disapproving of the proposal set forth in the applicable 10 Business Day Notice, the Master Servicer may proceed to implement such proposal. If the Purchaser notifies the Master Servicer within the applicable 10 Business Day Notice period that it disapproves of any such proposal with respect to a Qualified Loan, the Master Servicer and the Purchaser will consult with one another as to the best way to proceed and the Purchaser's ’s decision with respect to such Qualified Loan will be binding on the Master Servicer; provided, however, that the Master Servicer shall have the right to handle such issues under the Qualified Loans in its own portfolio in such manner as the Master Servicer deems appropriate or desirable. In addition to the foregoing, and regardless of whether any action is proposed to be taken by the Master Servicer with respect to a Qualified Loan, the Master Servicer shall notify the Purchaser promptly after becoming aware of: (iA) each event of default (as such term is defined in the documentation for the applicable Qualified Loan) that has occurred and is continuing under the documentation for any Qualified Loan, (iiB) any receipt of a notice of a Borrower’s or Mortgage Mortgaged Property’s violation or potential violation of applicable zoning laws or environmental laws pertaining to environmental hazards, (iiiC) any proposed material change in the control or ownership of a Borrower, and (ivD) any material pending lawsuit involving a Borrower or Mortgaged Property which in the opinion of the Master Servicer would materially and adversely affect such Borrower's ’s ability to perform its obligations under the Loan Agreement. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that, with respect to a Mortgage Note for a Qualified Loan made to an Indenture Borrower, the noteholder’s ability to waive, modify, amend or vary any term of the related indenture, and its ability to exercise remedies thereunder, is governed and may be limited by the terms contained in such indenture as applicable to all noteholders. However, no provision of any indenture or any other document related to a Qualified Loan to an Indenture Borrower shall prevent, restrict or otherwise encumber the Master Servicer’s ability to fulfill its obligations with respect to the 10 Business Day Notice requirement set forth above, or the Master Servicer’s obligation to notify the Purchaser of the events specified in this Section 5.01(d), except to the extent that noteholders under an indenture have the ability to waive an event of default under such indenture (but not an event of default under the Loan Agreement or Mortgage Note associated with such Qualified Loan) in accordance with the terms thereof.