Common use of Prepayment Charges Clause in Contracts

Prepayment Charges. The Special Servicer or any designee of the Special Servicer shall not waive any Prepayment Charge with respect to any Transferred Mortgage Loan which contains a Prepayment Charge which prepays during the term of the charge. If the Special Servicer or its designee fails to collect the Prepayment Charge upon any prepayment of any Transferred Mortgage Loan which contains a Prepayment Charge pursuant to the Transferred Mortgage Loan documents that are available to the Special Servicer for such Transferred Mortgage Loan, the Special Servicer shall pay the Trust Fund at such time (by deposit to the Custodial Account) an amount equal to the Prepayment Charge which was not collected. Notwithstanding the above, the Special Servicer or its designee may waive a Prepayment Charge without paying the Trust Fund the amount of the Prepayment Charge if (i) the Transferred Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan or (ii) if the prepayment is not a result of a refinance by the Special Servicer or any of its affiliates and (a) the Transferred Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan, (b) the collection of the Prepayment Charge would be in violation of applicable laws or (c) notwithstanding any state or federal law to the contrary, a Prepayment Charge in any instance when a Transferred Mortgage Loan is in foreclosure.

Prepayment Charges. The Special Servicer or any designee of the Special Servicer shall not waive any Prepayment Charge with respect to any Transferred Mortgage Loan which contains a Prepayment Charge which prepays during the term of the charge. If the Special Servicer or its designee fails to collect the Prepayment Charge upon any prepayment of any Transferred Mortgage Loan which contains a Prepayment Charge pursuant to the Transferred Mortgage Loan documents that are available to the Special Servicer for such Transferred Mortgage LoanCharge, the Special Servicer shall pay the Trust Fund at such time (by deposit to the Custodial Account) an amount equal to amount of the Prepayment Charge which was not collected. Notwithstanding the above, the Special Servicer or its designee may waive (and shall waive, in the case of (ii)(d) below) a Prepayment Charge without paying the Trust Fund the amount of the Prepayment Charge if (i) the Transferred Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan or (ii) if the prepayment is not a result of a refinance refinancing by the Special Servicer or any of its affiliates and (a) the Transferred Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan, (b) the collection of the Prepayment Charge would be in violation of applicable laws laws, (c) the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters or (cd) notwithstanding any state or federal law to the contrary, a any Prepayment Charge in any instance when a Transferred Mortgage Loan is in foreclosure.

Prepayment Charges. The Special Servicer or any designee of the Special Servicer shall not waive any Prepayment Charge with respect to any Transferred Mortgage Loan which contains a Prepayment Charge which prepays during the term of the charge. If the Special Servicer or its designee fails to collect the Prepayment Charge upon any prepayment of any Transferred Mortgage Loan which contains a Prepayment Charge pursuant to the Transferred Mortgage Loan documents that are available to the Special Servicer for such Transferred Mortgage LoanCharge, the Special Servicer shall pay the Trust Fund at such time (by deposit to the Custodial Account) an amount equal to amount of the Prepayment Charge which was not collected. Notwithstanding the above, the Special Servicer or its designee may waive (and shall waive, in the case of (ii)(b), (c) and (d) below) a Prepayment Charge without paying the Trust Fund the amount of the Prepayment Charge if (i) the Transferred Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan or (ii) if the prepayment is not a result of a refinance refinancing by the Special Servicer or any of its affiliates and (a) the Transferred Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan, (b) the collection of the Prepayment Charge would be in violation of applicable laws laws, (c) the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters or (cd) notwithstanding any state or federal law to the contrary, a any Prepayment Charge in any instance when a Transferred Mortgage Loan is in foreclosure.

Prepayment Charges. The Special Servicer or any designee of the Special Servicer shall not waive any Prepayment Charge with respect to any Transferred Mortgage Loan which contains a Prepayment Charge which prepays during the term of the charge, except as set forth herein. If the Special Servicer or its designee fails to collect the Prepayment Charge upon any prepayment of any Transferred Mortgage Loan which contains a Prepayment Charge pursuant to the Transferred Mortgage Loan documents that are available to the Special Servicer for such Transferred Mortgage Loanthis Agreement, the Special Servicer shall pay the Trust Fund at such time (by deposit to the Custodial Account) an amount equal to the amount of the Prepayment Charge which was not collected. Notwithstanding the above, the Special Servicer or its designee may waive (and shall waive, in the case of (iii) below) a Prepayment Charge without paying the Trust Fund the amount of the Prepayment Charge if if: (i) the Transferred Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds proceeds, taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan or Loan; (ii) if the prepayment is not a result of a refinance by the Special Servicer or any of its affiliates and (a) the Transferred Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan, ; (biii) the collection of the Prepayment Charge would be in violation of applicable laws or (civ) notwithstanding any state or federal law to the contrary, a any Prepayment Charge in any instance when a Transferred Mortgage Loan is accelerated or paid off in foreclosureconnection with the workout or foreclosure of a delinquent Mortgage Loan.

Prepayment Charges. The Special Servicer or any designee of the Special Servicer shall not waive any Prepayment Charge with respect to any Transferred Mortgage Loan which contains a Prepayment Charge which prepays during the term of the charge. If the Special Servicer or its designee fails to collect the Prepayment Charge upon any prepayment of any Transferred Mortgage Loan which contains a Prepayment Charge pursuant to the Transferred Mortgage Loan documents that are available to the Special Servicer for such Transferred Mortgage Loan, the Special Servicer shall pay the Trust Fund at such time (by deposit to the Custodial Account) an amount equal to amount of the Prepayment Charge which was not collected. Notwithstanding the above, the Special Servicer or its designee may waive (and shall waive in the case of (ii)(c) below) a Prepayment Charge without paying the Trust Fund the amount of the Prepayment Charge if (i) the Transferred Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan or (ii) if the prepayment is not a result of a refinance by the Special Servicer or any of its affiliates and (a) the Transferred Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan, (b) the collection of the Prepayment Charge would be in violation of applicable laws or (c) notwithstanding any state or federal law to the contrary, a Prepayment Charge in any instance when a Transferred the related Mortgage Loan is in foreclosure. The Servicer will not be responsible for any Prepayment Charge not collected as a result of any inaccurate or incomplete information regarding such Prepayment Charge included on the Prepayment Charge Schedule relating to the related Mortgage Loan if the related Mortgage Note (or a copy thereof) is not in the Servicer's possession and cannot be obtained from the Custodian through commercially reasonable efforts.

Prepayment Charges. The Special Servicer or any designee of the Special Servicer shall not waive any Prepayment Charge with respect to any Transferred Mortgage Loan which contains a Prepayment Charge which prepays during the term of the charge, except as set forth herein. If the Special Servicer or its designee fails to collect the Prepayment Charge upon any prepayment of any Transferred Mortgage Loan which contains a Prepayment Charge pursuant to the Transferred Mortgage Loan documents that are available to the Special Servicer for such Transferred Mortgage Loanthis Agreement, the Special Servicer shall pay the Trust Fund at such time (by deposit to the Custodial Account) an amount equal to the amount of the Prepayment Charge which was not collected. Notwithstanding the above, the Special Servicer or its designee may waive (and shall waive, in the case of (iii) and (iv) below) a Prepayment Charge without paying the Trust Fund the amount of the Prepayment Charge if if: (i) the Transferred Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds proceeds, taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan or Loan; (ii) if the prepayment is not a result of a refinance by the Special Servicer or any of its affiliates and (a) the Transferred Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan, ; (biii) the collection of the Prepayment Charge would be in violation of applicable laws or (civ) only with respect to any Mortgage Loan in Pool 2 (as defined in the Trust Agreement), notwithstanding any state or federal law to the contrary, a any Prepayment Charge in any instance when a Transferred Mortgage Loan is accelerated or paid off in foreclosureconnection with the workout or foreclosure of a delinquent Mortgage Loan.

Prepayment Charges. The Special Servicer or any designee of the Special Servicer shall not waive any Prepayment Charge with respect to any Transferred Mortgage Loan which contains a Prepayment Charge which prepays during the term of the charge, except as set forth herein. If the Special Servicer or its designee fails to collect the Prepayment Charge upon any prepayment of any Transferred Mortgage Loan which contains a Prepayment Charge pursuant to the Transferred Mortgage Loan documents that are available to the Special Servicer for such Transferred Mortgage Loanthis Agreement, the Special Servicer shall pay the Trust Fund at such time (by deposit to the Custodial Account) an amount equal to the amount of the Prepayment Charge which was not collected. Notwithstanding the above, the Special Servicer or its designee may waive (and shall waive, in the case of (iii) and (iv) below) a Prepayment Charge without paying the Trust Fund the amount of the Prepayment Charge if if: (i) the Transferred Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds proceeds, taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan or Loan; (ii) if the prepayment is not a result of a refinance by the Special Servicer or any of its affiliates and (a) the Transferred Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan, ; (biii) the collection of the Prepayment Charge would be in violation of applicable laws or (civ) notwithstanding any state or federal law to the contrary, a any Prepayment Charge in any instance when a Transferred Mortgage Loan is accelerated or paid off in foreclosureconnection with the workout or foreclosure of a delinquent Mortgage Loan.

Prepayment Charges. The Special Servicer or any designee of the Special Servicer shall not waive any Prepayment Charge with respect to any Transferred Mortgage Loan which contains a Prepayment Charge which prepays during the term of the charge, except as set forth herein. If the Special Servicer or its designee fails to collect the Prepayment Charge upon any prepayment of any Transferred Mortgage Loan which contains a Prepayment Charge pursuant to the Transferred Mortgage Loan documents that are available to the Special Servicer for such Transferred Mortgage Loanthis Agreement, the Special Servicer shall pay the Trust Fund at such time (by deposit to the Custodial Account) an amount equal to the amount of the Prepayment Charge which was not collected. Notwithstanding the above, the Special Servicer or its designee may waive (and shall waive, in the case of (iii) and (iv) below) a Prepayment Charge without paying the Trust Fund the amount of the Prepayment Charge if if: (i) the Transferred Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds proceeds, taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan or Loan; (ii) if the prepayment is not a result of a refinance refinancing by the Special Servicer or any of its affiliates and (a) the Transferred Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan, ; (biii) the collection of the Prepayment Charge would be in violation of applicable laws or (civ) notwithstanding any state or federal law to the contrary, a any Prepayment Charge in any instance when a Transferred Mortgage Loan is accelerated or paid off in foreclosureconnection with the workout or foreclosure of a delinquent Mortgage Loan.

Prepayment Charges. The Special Servicer or any designee of the Special Servicer shall not waive any Prepayment Charge with respect to any Transferred Mortgage Loan which contains a Prepayment Charge which prepays during the term of the charge. If the Special Servicer or its designee fails to collect the Prepayment Charge upon any prepayment of any Transferred Mortgage Loan which contains a Prepayment Charge pursuant to the Transferred Mortgage Loan documents that are available to the Special Servicer for such Transferred Mortgage LoanCharge, the Special Servicer shall pay the Trust Fund at such time (by deposit to the Custodial Account) an amount equal to amount of the Prepayment Charge which was not collected. Notwithstanding the above, the Special Servicer or its designee may waive (and shall waive, in the case of (ii)(b), (c) and (d) below) a Prepayment Charge without paying the Trust Fund the amount of the Prepayment Charge if (i) the Transferred Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan or (ii) if the prepayment is not a result of a refinance refinancing by the Special Servicer or any of its affiliates and (a) the Transferred Mortgage Loan is foreseen to be in default or in the judgment of the Servicer pursuant to the Servicing Standard, default is reasonably foreseeable and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan, (b) the collection of the Prepayment Charge would be in violation of applicable laws laws, (c) the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters or (cd) notwithstanding any state or federal law to the contrary, a any Prepayment Charge in any instance when a Transferred Mortgage Loan is in foreclosure.

Prepayment Charges. The Special Servicer or any designee of the Special Servicer shall not waive any Prepayment Charge with respect to any Transferred Mortgage Loan which contains a Prepayment Charge which prepays during the term of the charge, except as set forth herein. If the Special Servicer or its designee fails to collect the Prepayment Charge upon any prepayment of any Transferred Mortgage Loan which contains a Prepayment Charge pursuant to the Transferred Mortgage Loan documents that are available to the Special Servicer for such Transferred Mortgage Loanthis Agreement, the Special Servicer shall pay the Trust Fund at such time (by deposit to the Custodial Account) an amount equal to the amount of the Prepayment Charge which was not collected. Notwithstanding the above, the Special Servicer or its designee may waive (and shall waive, in the case of (iii) and (iv) below) a Prepayment Charge without paying the Trust Fund the amount of the Prepayment Charge if if: (i) the Transferred Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds proceeds, taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan or Loan; (ii) if the prepayment is not a result of a refinance by the Special Servicer or any of its affiliates and (a) the Transferred Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan, ; (biii) the collection of the Prepayment Charge would be in violation of applicable laws or (civ) only with respect to any Mortgage Loan in Pool 1 (as defined in the Trust Agreement) notwithstanding any state or federal law to the contrary, a any Prepayment Charge in any instance when a Transferred Mortgage Loan is accelerated or paid off in foreclosureconnection with the workout or foreclosure of a delinquent Mortgage Loan.

Prepayment Charges. The Special Servicer or any designee of the Special Servicer shall not waive any Prepayment Charge with respect to any Transferred Mortgage Loan which contains a Prepayment Charge which prepays during the term of the charge. If the Special Servicer or its designee fails to collect the Prepayment Charge upon any prepayment of any Transferred Mortgage Loan which contains a Prepayment Charge pursuant to the Transferred Mortgage Loan documents that are available to the Special Servicer for such Transferred Mortgage Loan, the Special Servicer shall pay the Trust Fund at such time (by deposit to the Custodial Account) an amount equal to the Prepayment Charge which was not collected. Notwithstanding the above, the Special Servicer or its designee may waive a Prepayment Charge without paying the Trust Fund the amount of the Prepayment Charge if (i) the Transferred Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan or (ii) if the prepayment is not a result of a refinance by the Special Servicer or any of its affiliates and (a) the Transferred Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan, (b) the collection of the Prepayment Charge would be in violation of applicable laws or (c) notwithstanding any state or federal law to the contrary, a Prepayment Charge in any instance when a Transferred Mortgage Loan is in foreclosure.

Prepayment Charges. The Special Servicer or any designee of the Special Servicer shall not waive any Prepayment Charge with respect to any Transferred Mortgage Loan which contains a Prepayment Charge which prepays during the term of the charge. If the Special Servicer or its designee fails to collect the Prepayment Charge upon any prepayment of any Transferred Mortgage Loan which contains a Prepayment Charge pursuant to the Transferred Mortgage Loan documents that are available to the Special Servicer for such Transferred Mortgage LoanCharge, the Special Servicer shall pay the Trust Fund at such time (by deposit to the Custodial Account) an amount equal to amount of the Prepayment Charge which was not collected. Notwithstanding the above, the Special Servicer or its designee may waive (and shall waive, in the case of (ii)(b), (c) and (d) below) a Prepayment Charge without paying the Trust Fund the amount of the Prepayment Charge if (i) the Transferred Mortgage Loan is in default (defined as 61 days or more delinquentDelinquent) and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan or (ii) if the prepayment is not a result of a refinance refinancing by the Special Servicer or any of its affiliates and (a) the Transferred Mortgage Loan is foreseen to be in default or in the judgment of the Servicer pursuant to the Servicing Standard, default is reasonably foreseeable and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan, (b) the collection of the Prepayment Charge would be in violation of applicable laws laws, (c) the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters or (cd) notwithstanding any state or federal law to the contrary, a any Prepayment Charge in any instance when a Transferred Mortgage Loan is in foreclosure.

Prepayment Charges. The Special Servicer or any designee of the Special Servicer shall not waive any Prepayment Charge with respect to any Transferred Mortgage Loan which contains a Prepayment Charge which prepays during the term of the charge, except as set forth herein. If the Special Servicer or its designee fails to collect the Prepayment Charge upon any prepayment of any Transferred Mortgage Loan which contains a Prepayment Charge pursuant to the Transferred Mortgage Loan documents that are available to the Special Servicer for such Transferred Mortgage Loanthis Agreement, the Special Servicer shall pay the Trust Fund at such time (by deposit to the Custodial Account) an amount equal to the amount of the Prepayment Charge which was not collected. Notwithstanding the above, the Special Servicer or its designee may waive (and shall waive, in the case of (iii) and (iv) below) a Prepayment Charge without paying the Trust Fund the amount of the Prepayment Charge if if: (i) the Transferred Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds proceeds, taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan or Loan; (ii) if the prepayment is not a result of a refinance by the Special Servicer or any of its affiliates and (a) the Transferred Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Transferred Mortgage Loan, ; (biii) the collection of the Prepayment Charge would be in violation of applicable laws laws; or (civ) notwithstanding any state or federal law to the contrary, a any Prepayment Charge in any instance when a Transferred Mortgage Loan is accelerated or paid off in foreclosureconnection with the workout or foreclosure of a delinquent Mortgage Loan.