Common use of Workout Clause in Contracts

Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of Sections 17 and 18 of this Agreement, and the obligation to act in accordance with the Servicing Standard, if the Agent, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate is reduced, (iii) payments of interest or principal on the Mortgage Loan, or any Protective Advances or any other amounts payable under the Mortgage Loan Documents, are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, other than an extension of the maturity date, all payments to the Participation A-1 Holder, the Participation A-2 Holder, the Participation IO A-1 Holder and the Participation IO A-2 Holder pursuant to Section 3, as applicable, shall be made as though such workout did not occur, with the payment terms of Participation X-0, Xxxxxxxxxxxxx X-0, Participation IO A-1 and Participation IO A-2 remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan shall be borne in the case of interest, pro rata, by the Participation A-1 Holder (up to the amount of interest accrued on the Participation A-1 Principal Balance at Participation A-1 Interest Rate), the Participation A-2 Holder (up to the amount of interest accrued on the Participation A-2 Principal Balance at Participation A-2 Interest Rate), the Participation IO A-1 Holder (up to the amount of interest accrued on the Participation IO A-1 Notional Amount at the Participation IO A-1 Interest Rate), and the Participation IO A-2 Holder (up to the amount of interest accrued on the Participation IO A-2 Notional Amount at the Participation IO A-2 Interest Rate) and in the case of principal, pro rata, by the Participation A-1 Holder and the Participation A-2 Holder.

Workout. Notwithstanding anything to the contrary contained herein, but subject if the Servicer after obtaining the consent of the Controlling Holder to the terms and conditions of Sections 17 and 18 of extent the same is required under this Agreement, and the obligation to act in accordance with the Servicing Standard, if the Agent, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate is reduced, (iii) payments of interest or principal on the Mortgage Loan, or any Protective Advances or any other amounts payable under the Mortgage Loan Documents, are waived, reduced or deferred deferred, other than a deferral of the balloon payment resulting solely from the extension of the Maturity Date of the Mortgage Loan pursuant to the terms of the Servicing Agreement or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, other than an extension of the maturity date, all payments to the Participation A-1 Holder, the Participation A-2 Holder, the Participation IO A-1 Holder and the Participation IO A-2 Holder pursuant to Section 3, as applicable, shall be made as though such workout did not occur, with the payment terms of Participation X-0, Xxxxxxxxxxxxx X-0, Participation IO A-1 and Participation IO A-2 remaining the same as they are on the date hereof, and the full adverse economic effect of all waiverssuch modification, reductions waiver or deferrals amendment of amounts due on the Mortgage Loan shall be borne in the case of interestborne, pro ratafirst, by the Participation A-1 Holder Note B Holders (up to the amount of Note B Principal Balance, together with accrued interest accrued thereon at the Note B Interest Rate and any other amounts due the Note B Holders, which amounts shall be applied to Note B-1, Note B-2, Note B-3, Note B-4, Note B-5 and Note B-6 on the Participation A-1 Principal Balance at Participation A-1 Interest Ratea Pro Rata and Pari Passu Basis), and second, by the Participation A-2 Holder Note A Holders (up to the amount of Note A Principal Balance, together with accrued interest accrued on the Participation A-2 Principal Balance at Participation A-2 Interest Rate), the Participation IO A-1 Holder (up to the amount of interest accrued on the Participation IO A-1 Notional Amount thereon at the Participation IO A-1 Note A Interest RateRate and any other amounts due the Note A Holder, which amounts shall be applied to Note X-0, Xxxx X-0, Note A-3-1, Note A-3-2 and Note A-4 on a Pro Rata and Pari Passu Basis), and all distributions pursuant to Section 3, Section 4 and Section 5 hereunder shall be made accordingly. The preceding statement shall not be construed to limit the Participation IO A-2 Holder rights or benefits of any Person under Section 19 or Section 20 of this Agreement or the provisions of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard. If the Mortgaged Property becomes an REO Property, (up a) the Holders shall have beneficial ownership of such REO Property notwithstanding the manner in which title may be taken under the Servicing Agreement, (b) the Mortgage Loan shall be deemed to remain outstanding, with the same terms and conditions as in effect immediately prior to foreclosure or the acceptance of a deed in lieu of foreclosure, for purposes of the relative rights of the Holders between each other under this Agreement and the Servicing Agreement and (c) all revenues from and proceeds of such REO Property shall be allocated and distributed under Section 4 of this Agreement. In no event shall a purchase of Note A by Note B Holders be construed as a workout for purposes of the calculation of the Workout Fee, nor shall both a Liquidation Fee and a Workout Fee be payable to one or more Servicers, whether individually or in the aggregate, with respect to the amount of interest accrued on the Participation IO A-2 Notional Amount at the Participation IO A-2 Interest Rate) and in the case of principal, pro rata, by the Participation A-1 Holder and the Participation A-2 Holdersame proceeds or collections.

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of Sections 17 the Servicing Agreement and 18 Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing StandardPractices, if the Agent, any applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on the Mortgage Loan, or any Protective Advances or any other amounts payable under the Mortgage Loan Documents, are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, other than an extension of the maturity date, all payments to the Participation A-1 Holder, the Participation A-2 Holder, the Participation IO A-1 Holder and the Participation IO A-2 each Note A Holder pursuant to Section 3, as applicable, 5 and Section 6 shall be made as though such workout did not occur, with the payment terms of Participation X-0, Xxxxxxxxxxxxx X-0, Participation IO A-1 and Participation IO A-2 the A Notes remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne in the case of interestborne, pro ratafirst, by the Participation Note B Holder (up to the Note B Principal Balance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due the Note B Holder) and, second, pro rata by the Note A-1 Holder (up to the amount of interest accrued on the Participation Note A-1 Principal Balance Balance, together with accrued interest thereon at Participation the Note A-1 Interest Rate), and any other amounts due to the Participation Note A-1 Holder) and the Note A-2 Holder (up to the amount of interest accrued on the Participation Note A-2 Principal Balance Balance, together with accrued interest thereon at Participation the Note A-2 Interest Rate, and any other amounts due to the Note A-2 Holder). If the Mortgaged Property shall become an REO Property, the Participation IO A-1 Holder (up to same shall be acquired, managed and operated in substantially the amount of interest accrued on manner provided in the Participation IO A-1 Notional Amount at the Participation IO A-1 Interest Rate)Servicing Agreement, and the Participation IO A-2 priority of distributions among the Note A Holders and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of an Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as such term shall be defined in the Servicing Agreement) for such purpose. (b) For purposes of determining the identity of the Controlling Holder (up and not for any other purpose, including purposes of calculations set forth in Section 5 and Section 6 hereof), Appraisal Reduction Amounts shall be allocated first, to reduce the amount of interest accrued on Note B Principal Balance, and then, to reduce the Participation IO Note A-1 Principal Balance and the Note A-2 Notional Amount at the Participation IO A-2 Interest Rate) and in the case of principalPrincipal Balance, pro rata, by . The Lead Note Holder shall notify the Participation A-1 Holder Holders in writing of any Appraisal Reduction Amount calculated with respect to the Mortgage Loan and any allocation thereof to reduce the Participation A-2 HolderPrincipal Balance of any Note.

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of Sections 17 the Servicing Agreement and 18 Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing StandardPractices, if the Agent, any applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on the Mortgage Loan, or any Protective Advances or any other amounts payable under the Mortgage Loan Documents, are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, other than an extension of the maturity date, all payments to the Participation A-1 Holder, the Participation A-2 Holder, the Participation IO A-1 Holder and the Participation IO A-2 each Note A Holder pursuant to Section 3, as applicable, 5 and Section 6 shall be made as though such workout did not occur, with the payment terms of Participation X-0, Xxxxxxxxxxxxx X-0, Participation IO A-1 and Participation IO A-2 the A Notes remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne in the case of interestborne, pro ratafirst, by the Participation Note B Holder (up to the Note B Principal Balance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due the Note B Holder) and, second, pro rata by the Note A-1 Holder (up to the amount of interest accrued on the Participation Note A-1 Principal Balance Balance, together with accrued interest thereon at Participation the Note A-1 Interest Rate), and any other amounts due to the Participation Note A-1 Holder) and the Note A-2 Holder (up to the amount of interest accrued on the Participation Note A-2 Principal Balance Balance, together with accrued interest thereon at Participation the Note A-2 Interest Rate, and any other amounts due to the Note A-2 Holder). If a Mortgaged Property shall become an REO Property, the Participation IO A-1 Holder (up to same shall be acquired, managed and operated in substantially the amount of interest accrued on manner provided in the Participation IO A-1 Notional Amount at the Participation IO A-1 Interest Rate)Servicing Agreement, and the Participation IO A-2 priority of distributions among the Note A Holders and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of an Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Scheduled Payments (as such term shall be defined in the Servicing Agreement) for such purpose. (b) For purposes of determining the identity of the Controlling Holder (up and not for any other purpose, including purposes of calculations set forth in Section 5 and Section 6 hereof), -00- Xx-Xxxxxx Xxxxxxxxx(XXX JV Portfolio) Appraisal Reduction Amounts shall be allocated first, to reduce the amount of interest accrued on Note B Principal Balance, and then, to reduce the Participation IO Note A-1 Principal Balance and the Note A-2 Notional Amount at the Participation IO A-2 Interest Rate) and in the case of principalPrincipal Balance, pro rata, by . The Lead Note Holder (or the Participation A-1 Holder Special Servicer on its behalf) shall notify the Holders in writing of any Appraisal Reduction Amount calculated with respect to the Mortgage Loan and any allocation thereof to reduce the Participation A-2 HolderPrincipal Balance of any Note.

Workout. Notwithstanding anything to the contrary contained herein, but subject if the Servicer after obtaining the consent of the Controlling Holder to the terms and conditions of Sections 17 and 18 of extent the same is required under this Agreement, and the obligation to act in accordance with the Servicing Standard, if the Agent, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate (or any Note’s Interest Rate) is reduced, (iii) payments of interest or principal on the Mortgage Loan, or any Protective Advances or any other amounts payable under the Mortgage Loan Documents, are waived, reduced or deferred deferred, other than a deferral of the balloon payment resulting solely from the extension of the Maturity Date of the Mortgage Loan pursuant to the terms of the Servicing Agreement or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, other than an extension of the maturity date, all payments to the Participation A-1 Holder, the Participation A-2 Holder, the Participation IO A-1 Holder and the Participation IO A-2 Holder pursuant to Section 3, as applicable, shall be made as though such workout did not occur, with the payment terms of Participation X-0, Xxxxxxxxxxxxx X-0, Participation IO A-1 and Participation IO A-2 remaining the same as they are on the date hereof, and the full adverse economic effect of all waiverssuch modification, reductions waiver or deferrals amendment of amounts due on the Mortgage Loan shall be borne in the case of interestborne, pro ratafirst, by the Participation A-1 Note B Holders (up to the Note B Principal Balance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due the Note B Holders, which amounts shall be applied to each Subordinate Note on a Pro Rata and Pari Passu Basis), and second, by the Note A Holder (up to the amount of Note A Principal Balance, together with accrued interest accrued on the Participation A-1 Principal Balance at Participation A-1 Interest Rate), the Participation A-2 Holder (up to the amount of interest accrued on the Participation A-2 Principal Balance at Participation A-2 Interest Rate), the Participation IO A-1 Holder (up to the amount of interest accrued on the Participation IO A-1 Notional Amount thereon at the Participation IO A-1 Note A Interest RateRate and any other amounts due the Note A Holder), and all distributions pursuant to Section 3, Section 4 and Section 5 hereunder shall be made accordingly. The preceding statement shall not be construed to limit the Participation IO A-2 rights or benefits of any Person under Section 19 or Section 20 of this Agreement or the provisions of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard. If the Mortgaged Property becomes an REO Property, (a) the Holders shall have beneficial ownership of such REO Property notwithstanding the manner in which title may be taken under the Servicing Agreement, (b) the Mortgage Loan shall be deemed to remain outstanding, with the same terms and conditions as in effect immediately prior to foreclosure or the acceptance of a deed in lieu of foreclosure, for purposes of the relative rights of the Holders between each other under this Agreement and the Servicing Agreement and (c) all revenues from and proceeds of such REO Property shall be allocated and distributed under Section 4 of this Agreement. In no event shall a purchase of Note A by the Note B-1 Holder (up be construed as a workout for purposes of the calculation of the Workout Fee, nor shall both a Liquidation Fee and a Workout Fee be payable to one or more Servicers, whether individually or in the aggregate, with respect to the amount of interest accrued on the Participation IO A-2 Notional Amount at the Participation IO A-2 Interest Rate) and in the case of principal, pro rata, by the Participation A-1 Holder and the Participation A-2 Holdersame proceeds or collections.

Workout. (a) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of Sections 17 the Servicing Agreement and 18 Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with the Accepted Servicing StandardPractices, if the Agent, any applicable Servicer in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate (or the Note A Interest Rate or Note B Interest Rate) is reduced, (iii) payments of interest or principal on the Mortgage Loan, or any Protective Advances or any other amounts payable under the Mortgage Loan Documents, are waived, reduced or deferred (other than due solely to an extension of the Maturity Date (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan Borrower, so long as no other modification under this Section 7 has occurred), or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, other than an extension of the maturity date, all payments to the Participation A-1 Holder, the Participation A-2 Holder, the Participation IO A-1 Holder and the Participation IO A-2 each Note A Holder pursuant to Section 3, as applicable, 5 and Section 6 shall be made as though such workout did not occur, with the payment terms of Participation X-0, Xxxxxxxxxxxxx X-0, Participation IO A-1 and Participation IO A-2 the A Notes remaining the same as they are on the date hereofClosing Date, and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne in the case of interestborne, pro ratafirst, by the Participation Note B Holder (up to the Note B Principal Balance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due the Note B Holder) and, second, pro rata by the Note A-1 Holder (up to the amount of interest accrued on the Participation Note A-1 Principal Balance Balance, together with accrued interest thereon at Participation the Note A-1 Interest Rate), and any other amounts due to the Participation Note A-1 Holder) and the Note A-2 Holder (up to the amount of interest accrued on the Participation Note A-2 Principal Balance Balance, together with accrued interest thereon at Participation the Note A-2 Interest Rate, and any other amounts due to the Note A-2 Holder). If the Mortgaged Property shall become an REO Property, the Participation IO A-1 Holder (up to same shall be acquired, managed and operated in substantially the amount of interest accrued on manner provided in the Participation IO A-1 Notional Amount at the Participation IO A-1 Interest Rate)Servicing Agreement, and the Participation IO A-2 priority of distributions among the Note A Holders and the Note B Holder shall continue to be made in accordance with the terms of Section 6 that would be applicable following the occurrence and during the continuation of an Event of Default (whether or not the applicable Mortgage Loan Documents then remain in effect), with distributions on account of scheduled interest payments being deemed to be Assumed Monthly Payments (as such term shall be defined in the Servicing Agreement) for such purpose. (b) For purposes of determining the identity of the Controlling Holder (up and not for any other purpose, including purposes of calculations set forth in Section 5 and Section 6 hereof), Appraisal Reduction Amounts shall be allocated first, to reduce the amount of interest accrued on Note B Principal Balance, and then, to reduce the Participation IO Note A-1 Principal Balance and the Note A-2 Notional Amount at the Participation IO A-2 Interest Rate) and in the case of principalPrincipal Balance, pro rata, by . The Lead Note Holder (or the Participation A-1 Holder Special Servicer on its behalf) shall notify the Holders in writing of any Appraisal Reduction Amount calculated with respect to the Mortgage Loan and any allocation thereof to reduce the Participation A-2 HolderPrincipal Balance of any Note.