Common use of Workout Clause in Contracts

Workout. Notwithstanding anything to the contrary contained herein, if the Servicer after obtaining the consent of the Controlling Holder to the extent the same is required under this Agreement, 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 are waived, reduced or 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, the full adverse economic effect of such modification, waiver or amendment of amounts due on the Mortgage Loan shall be borne, first, by the 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 Note B-1, Note B-2, Note B-3, Note B-4, Note B-5 and Note B-6 on a Pro Rata and Pari Passu Basis), and second, by the Note A Holders (up to the Note A Principal Balance, together with accrued interest thereon at the Note A Interest Rate 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 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 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 same proceeds or collections.

Workout. (a) Notwithstanding anything to the contrary contained herein, if but subject to the Servicer after obtaining the consent terms and conditions of the Controlling Holder to the extent the same is required under Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with Accepted Servicing Practices, if 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 are waived, reduced or deferred, deferred (other than a deferral of the balloon payment resulting due solely from the to an extension of the Maturity Date of (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan pursuant to the terms of the Servicing Agreement 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, all payments to each Note A Holder pursuant to Section 5 and Section 6 shall be made as though such workout did not occur, with the payment terms of the A Notes remaining the same as they are on the Closing Date, and the full adverse economic effect of such modificationall waivers, waiver reductions or amendment deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders 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 HoldersHolder) and, 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 a Pro Rata and Pari Passu Basis), and second, pro rata by the Note A Holders A-1 Holder (up to the Note A-1 Principal Balance, together with accrued interest thereon at the Note A-1 Interest Rate, and any other amounts due to the Note A-1 Holder), the Note A-2 Holder (up to the Note A-2 Principal Balance, together with accrued interest thereon at the Note A-2 Interest Rate, and any other amounts due to the Note A-2 Holder), the Note A-3-A Holder (up to the Note A-3-A Principal Balance, together with accrued interest thereon at the Note A-3-A Interest Rate Rate, and any other amounts due to the Note A Holder, which amounts shall be applied to Note X-0, Xxxx X-0, Note A-3-1, A Holder) and the Note A-3-2 and B Holder (up to the Note A-4 on a Pro Rata and Pari Passu Basis)A-3-B Principal Balance, together with accrued interest thereon at the Note A-3-B Interest Rate, and all distributions pursuant any other amounts due to Section 3, Section 4 and Section 5 hereunder shall be made accordingly. The preceding statement shall not be construed to limit the 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 StandardNote A-3-B Holder). If the Mortgaged Property becomes shall become an REO Property, (a) the Holders same shall have beneficial ownership of such REO Property notwithstanding be acquired, managed and operated in substantially the manner provided in which title may be taken under the Servicing Agreement, and the 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 Co-Lender Agreement (bTwo Independence Square) 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 deemed to remain outstanding, with the same terms and conditions as defined 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 (cAgreement) all revenues from and proceeds of for 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 same proceeds or collectionspurpose.

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 Servicer after obtaining the consent of the Controlling Holder to the extent the same is required under this AgreementAgent, 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, 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 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 adverse economic effect of such modificationall waivers, waiver reductions or amendment deferrals of amounts due on the Mortgage Loan shall be borneborne in the case of interest, firstpro rata, by the Note B Holders Participation A-1 Holder (up to the Note B amount of interest accrued on the Participation A-1 Principal Balance, together with accrued interest thereon Balance at the Note B Participation A-1 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 a Pro Rata and Pari Passu BasisRate), and second, by the Note A Holders Participation A-2 Holder (up to the Note A amount of interest accrued on the Participation A-2 Principal BalanceBalance at Participation A-2 Interest Rate), together with the Participation IO A-1 Holder (up to the amount of interest accrued interest thereon on the Participation IO A-1 Notional Amount at the Note A Participation IO A-1 Interest Rate 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 BasisRate), and all distributions pursuant the Participation IO A-2 Holder (up to Section 3the 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, Section 4 and Section 5 hereunder shall be made accordingly. The preceding statement shall not be construed to limit pro rata, by the 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 Participation A-1 Holder 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 same proceeds or collectionsParticipation A-2 Holder.

Workout. (a) Notwithstanding anything to the contrary contained herein, if but subject to the Servicer after obtaining the consent terms and conditions of the Controlling Holder to the extent the same is required under Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with Accepted Servicing Practices, if 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 are waived, reduced or deferred, deferred (other than a deferral of the balloon payment resulting due solely from the to an extension of the Maturity Date of (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan pursuant to the terms of the Servicing Agreement 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, all payments to each Note A Holder pursuant to Section 5 and Section 6 shall be made as though such workout did not occur, with the payment terms of the A Notes remaining the same as they are on the Closing Date, and the full adverse economic effect of such modificationall waivers, waiver reductions or amendment deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders 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 HoldersHolder) and, 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 a Pro Rata and Pari Passu Basis), and second, pro rata by the Note A Holders A-1 Holder (up to the Note A A-1 Principal Balance, together with accrued interest thereon at the Note A A-1 Interest Rate Rate, and any other amounts due to the Note A A-1 Holder) and the Note A-2 Holder (up to the Note A-2 Principal Balance, which together with accrued interest thereon at 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 same shall be applied to Note X-0acquired, Xxxx X-0, Note A-3-1, Note A-3-2 managed 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 operated in substantially the rights or benefits of any Person under Section 19 or Section 20 of this Agreement or the provisions of manner provided in the Servicing Agreement, including and the Servicer’s obligation priority of distributions among the Note A Holders and the Note B Holder shall continue to act be made in accordance with the Servicing Standard. If terms of Section 6 that would be applicable following the Mortgaged Property becomes occurrence and during the continuation of an REO PropertyEvent 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 (a) the Holders as such term shall have beneficial ownership of such REO Property notwithstanding the manner be defined 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 same proceeds or collectionspurpose.

Workout. (a) Notwithstanding anything to the contrary contained herein, if but subject to the Servicer after obtaining the consent terms and conditions of the Controlling Holder to the extent the same is required under Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with Accepted Servicing Practices, if 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 are waived, reduced or deferred, deferred (other than a deferral of the balloon payment resulting due solely from the to an extension of the Maturity Date of (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan pursuant to the terms of the Servicing Agreement 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, all payments to each Note A Holder pursuant to Section 5 and Section 6 shall be made as though such workout did not occur, with the payment terms of the A Notes remaining the same as they are on the Closing Date, and the full adverse economic effect of such modificationall waivers, waiver reductions or amendment deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders 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 HoldersHolder) and, 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 a Pro Rata and Pari Passu Basis), and second, pro rata by the Note A Holders A-1 Holder (up to the Note A A-1 Principal Balance, together with accrued interest thereon at the Note A A-1 Interest Rate Rate, and any other amounts due to the Note A A-1 Holder) and the Note A-2 Holder (up to the Note A-2 Principal Balance, which amounts shall be applied to together with accrued interest thereon at the 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)A-2 Interest Rate, and all distributions pursuant any other amounts due to Section 3, Section 4 and Section 5 hereunder shall be made accordingly. The preceding statement shall not be construed to limit the 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 StandardNote A-2 Holder). If the Mortgaged Property becomes shall become an REO Property, (a) the Holders same shall have beneficial ownership of such REO Property notwithstanding be acquired, managed and operated in substantially the manner provided in which title may be taken under the Servicing Agreement, and the 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 (b) 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 deemed to remain outstanding, with the same terms and conditions as defined 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 (cAgreement) all revenues from and proceeds of for 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 same proceeds or collectionspurpose.

Workout. (a) Notwithstanding anything to the contrary contained herein, if but subject to the Servicer after obtaining the consent terms and conditions of the Controlling Holder to the extent the same is required under Servicing Agreement and Section 20 and Section 21 of this Agreement, and the obligation to act in accordance with Accepted Servicing Practices, if 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 are waived, reduced or deferred, deferred (other than a deferral of the balloon payment resulting due solely from the to an extension of the Maturity Date of (that is not a forbearance) pursuant to an executed extension agreement between Lender and the Mortgage Loan pursuant to the terms of the Servicing Agreement 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, all payments to each Note A Holder pursuant to Section 5 and Section 6 shall be made as though such workout did not occur, with the payment terms of the A Notes remaining the same as they are on the Closing Date, and the full adverse economic Co-Lender Agreement (One California Plaza) effect of such modificationall waivers, waiver reductions or amendment deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne, first, by the Note B Holders 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 HoldersHolder) and, 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 a Pro Rata and Pari Passu Basis), and second, pro rata by the Note A Holders A-1 Holder (up to the Note A A-1 Principal Balance, together with accrued interest thereon at the Note A A-1 Interest Rate Rate, and any other amounts due to the Note A A-1 Holder) and the Note A-2 Holder (up to the Note A-2 Principal Balance, which amounts shall be applied to together with accrued interest thereon at the 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)A-2 Interest Rate, and all distributions pursuant any other amounts due to Section 3, Section 4 and Section 5 hereunder shall be made accordingly. The preceding statement shall not be construed to limit the 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 StandardNote A-2 Holder). If the Mortgaged Property becomes shall become an REO Property, (a) the Holders same shall have beneficial ownership of such REO Property notwithstanding be acquired, managed and operated in substantially the manner provided in which title may be taken under the Servicing Agreement, and the 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 (b) 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 deemed to remain outstanding, with the same terms and conditions as defined 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 (cAgreement) all revenues from and proceeds of for 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 same proceeds or collectionspurpose.