Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, the Servicer may agree to any modification, waiver, forbearance, or amendment of any term of any Mortgage Loan without the consent of the Trustee or any Certificateholder. All modifications, waivers, forbearances or amendments of any Mortgage Loan shall be in writing and shall be consistent with Customary Servicing Procedures.
(b) The Servicer shall not agree to enter into, and shall not enter into, any modification, waiver (other than a waiver referred to in Section 3.13, which waiver, if any, shall be governed by Section 3.13), forbearance or amendment of any term of any Mortgage Loan if such modification, waiver, forbearance, or amendment would:
(i) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder;
(ii) in the Servicer's judgment, materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or
(iii) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either case, (A) such Mortgage Loan is 90 days or more past due or (B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect that such modification, waiver, forbearance or amendment would not affect the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC and, in either case, such modification, waiver, forbearance or amendment is reasonably likely to produce a greater recovery with respect to such Mortgage Loan than would liquidation. Subject to Customary Servicing Procedures, the Servicer may permit a forbearance for a Mortgage Loan which in the Servicer's judgment is subject to imminent default.
(c) Any payment of interest, which is deferred pursuant to any modification, waiver, forbearance or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or such modification, waiver or amendment so permit.
(d) The Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver, forbearance or amendment, the granting of which is within the Servicer's discretion pursuant to the Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicer, as additional ser...
Modifications, Waivers, Amendments and Consents. (a) The applicable Special Servicer (in the case of a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Mortgage Loan) or the applicable Master Servicer (in the case of a Performing Serviced Mortgage Loan or Performing Serviced Pari Passu Companion Loan) may (consistent with the Servicing Standard) agree to any modification, waiver or amendment of any term of, extend the maturity of, defer or forgive interest (including Default Interest) on and principal of, defer or forgive late payment charges, Prepayment Premiums and Yield Maintenance Charges on, permit the release, addition or substitution of collateral securing, and/or permit the release, addition or substitution of the Borrower on or any guarantor of, any Serviced Mortgage Loan for which it is responsible, and respond to or approve Borrower requests for consent on the part of the mortgagee (including the lease reviews and lease consents related thereto), subject, however, to Sections 3.08, 3.24, 3.26, and/or 3.28, as applicable, and, in the case of each Mortgage Loan in a Serviced Loan Combination, to the rights of third parties set forth in the related Intercreditor Agreement, and, further to each of the following limitations, conditions and restrictions:
(i) other than as expressly set forth in Section 3.02 (with respect to Default Charges and Post-ARD Additional Interest), Section 3.07 (insurance), Section 3.08 (with respect to due-on-sale and due-on-encumbrance clauses and transfers of interests in Borrowers), Section 3.19(d) (with respect to defeasances), and Section 3.20(f) (with respect to various routine matters), the applicable Master Servicer shall not agree to any modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, that would (x) affect the amount or timing of any related payment of principal, interest or other amount payable under such Mortgage Loan, (y) materially and adversely affect the security for such Serviced Mortgage Loan or Serviced Pari Passu Companion Loan or (z) constitute a Material Action, unless (solely in the case of a Performing Serviced Mortgage Loan or Performing Serviced Pari Passu Companion Loan) the applicable Master Servicer has obtained the consent of the applicable Special Servicer (it being understood and agreed that (A) the applicable Master Servicer shall promptly provide the ap...
Modifications, Waivers, Amendments and Consents. (a) The Master Servicer (with respect to any Mortgage Loan that is not a Specially Serviced Mortgage Loan) and the Special Servicer (with respect to any Specially Serviced Mortgage Loan) each may (consistent with the Servicing Standard) agree to any modification, waiver or amendment of any term of, extend the maturity of, defer or forgive interest (including Penalty Interest and Additional Interest) on and principal of, defer or forgive late payment charges, Prepayment Premiums and Yield Maintenance Charges on, permit the release, addition or substitution of collateral securing, and/or permit the release, addition or substitution of the Mortgagor on or any guarantor of, any Mortgage Loan, and/or provide consents with respect to any leasing activity at a Mortgaged Property securing any Mortgage Loan without the consent of the Trustee or any Certificateholder; provided, that the Master Servicer's and the Special Servicer's rights to do so shall be subject to Section 3.08, Section 6.11 and Section 6.12 (and, in the case of a Loan Combination, subject to the terms of the related Loan Combination Intercreditor Agreement) and, further, to the following subsections of this Section 3.20; and provided, further, that other than as provided in Sections 3.02(a) (relating to waivers of Default Charges), 3.08, 3.20(d) and 3.20
Modifications, Waivers, Amendments and Consents. (a) Except as set forth in (i) this Section 3.20(a), Section 3.20(j) and Section 3.08, the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan and (ii) in the following paragraph, Section 3.08(e), Section 3.08(f) and Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, and in any event, the Servicer shall not modify, waive or amend a Mortgage Loan without the prior written consent of the Special Servicer except to the extent provided in Section 3.08(f); provided that, the Servicer shall forward to the Special Servicer requests to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, and the Special Servicer may approve such request; provided, further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estate and not also the related fee interest, the date twenty years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage Loan and the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, the Servicer must provide the Trustee, the Special Servicer and the Directing Certificateholders with an opinion of counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Notwithstanding the foregoing, the Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that, if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Neit...
Modifications, Waivers, Amendments and Consents. (a) The Administrator shall ensure that no Servicer agrees to any modification, waiver or amendment of any term of any PWRES Mortgage Loan unless the Administrator has first obtained an Opinion of Counsel, which shall be obtained at the expense of the Trust Fund and may be applicable to more than one transaction or generally to a class or classes of transactions described therein, to the effect that the proposed modification, waiver or amendment will not cause a REMIC Loss, provided however that no such Opinion of Counsel shall be required for a modification, waiver or amendment made pursuant to subsection (b) below except as required under clause (ii) thereof. Should a modification to any PWRES Mortgage Loan occur without the Administrator's knowledge which may result in a disqualification of the Trust Fund or any portion thereof as a REMIC, the Company agrees to indemnify and hold harmless the Administrator for any loss or liability.
(b) If a Servicer determines with respect to any PWRES Mortgage Loan serviced by it that a material default has occurred or a payment default is reasonably foreseeable or has occurred with respect thereto and that modification, waiver or amendment of the terms of such PWRES Mortgage Loan is reasonably likely to produce a greater recovery on a present value basis than liquidation of such PWRES Mortgage Loan, the Administrator may permit such Servicer, subject to the servicing standard set forth in the related Servicing Agreement, to agree to a modification, waiver or amendment of such PWRES Mortgage Loan, without the consent of the Trustee or any Certificateholders, in accordance with the following:
(i) subject to the provisions in the following clause (ii) and the paragraph following clause (ii) below, the Servicer may from time to time reduce the monthly payments on any such PWRES Mortgage Loan (including allowing a monthly payment to be less than that required to pay interest at the related mortgage interest rate and adding the difference to the unpaid principal balance of such PWRES Mortgage Loan) for a period of up to six months but any such change shall not reduce any required Monthly Advance at the original Mortgage Rate;
(ii) the Servicer may permit the Mortgagor to substitute collateral for all or a portion of the Mortgaged Property, pledge additional collateral for the PWRES Mortgage Loan or release part of the Mortgaged Property, provided, however, that the Administrator shall have requested and received an Opinion...
Modifications, Waivers, Amendments and Consents. (a) When any Borrower proposes any modification, waiver or amendment of any term of any Mortgage Loan or requests any consents related thereto, the Master Servicer or the Special Servicer shall immediately give notice thereof to the Owner and take such related actions as the Owner reasonably directs, except with respect to any Borrower proposal or request which involves any required payment from the Borrower in the nature of Additional Servicing Compensation to which the Master Servicer is properly entitled. All modifications, waivers or amendments of any Mortgage Loan or consents related thereto shall be in writing.
(b) To the extent the Master Servicer or the Special Servicer is engaged by the Owner to perform analysis, processing and administrative functions in connection with any request by a Borrower for any consent, modification, waiver or amendment, the Master Servicer or the Special Servicer may, as a condition to granting any such request require (to the extent permitted by applicable law) that such Borrower pay to it, as Additional Servicing Compensation, a reasonable and customary fee consistent with Accepted Servicing Practices in connection with such request, together with any related costs and expenses incurred by the Master Servicer or the Special Servicer; provided, however, that in the event that the Borrower fails or is unable to pay any such costs and expenses, or the Owner directs the Master Servicer or the Special Servicer to waive any requirement that the Borrower pay any such fees, costs or expenses, the same shall be paid by the Master Servicer as a Servicing Expense in accordance with Sections 3.03 and 5.02.
Modifications, Waivers, Amendments and Consents. (a) The Property Manager and the Special Servicer each may, consistent with the Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive any Lease or Mortgage Loan payment on, permit the release of the Obligor on or guarantor of, or approve of the assignment of a Tenant’s interest in its Lease with respect to, or the sublease of all or a portion of, any Mortgaged Property, Lease or Mortgage Loan it is required to service and administer hereunder, without the consent of the Issuers, the Indenture Trustee, any holder of Notes or any Controlling Party or Requisite Global Majority; provided; that (i) in the reasonable judgment of the party agreeing to any such amendment, such amendment will not cause the Current Cashflow Coverage Ratio to be reduced to or below 1.30 or, if the Current Cashflow Coverage Ratio is already equal to or lower than 1.30, will not cause the Current Cashflow Coverage Ratio to be further reduced and (ii) in the reasonable judgment of the party agreeing to any such amendment, such amendment is in the best interest of the Noteholders and will not have an adverse effect on the Collateral Value of the related Mortgaged Property (in the case of any such amendment with respect to a Lease) or Mortgage Loan (in the case of any such amendment with respect to a Mortgage Loan); provided; that any such amendment (x) in connection with a Delinquent Asset or Defaulted Asset, (y) that is required by the terms of the applicable Lease or Mortgage Loan or (z) with respect to which the Rating Condition is satisfied, shall not be subject to the foregoing restrictions set forth in (i) or (ii) above;
(b) From time to time, subject to the Servicing Standard and upon satisfaction of the Rating Agency Notification Condition, the Property Manager or Special Servicer, as applicable, shall be entitled (on behalf of the Issuer and the Indenture Trustee) to release an immaterial portion of any Mortgaged Property that it is then administering from the lien of the Indenture and the Mortgage (and simultaneously release the Issuer’s interest in such portion of such Mortgaged Property) or consent to, or make, an immaterial modification with respect to any Mortgaged Property that it is then administering; provided, that, such Property Manager or Special Servicer shall have certified that it reasonably believes that such release or modification (both individually and collectively with any other similar releases or modifications with respec...
Modifications, Waivers, Amendments and Consents. The Special Servicer may, consistent with the Servicing Standard (but the Master Servicer may not) agree to any modification, waiver or amendment of any term of, forgive interest (including, without limitation, Default Interest and late payment fees) on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing, and/or permit the release of the Mortgagor on or any guarantor of any Mortgage Loan without the consent of any other party hereto or any Bondholder, subject, however, to each of the following limitations, conditions and restrictions:
Modifications, Waivers, Amendments and Consents. (a) The Master Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Loan unless, in the Master Servicer's good faith judgment, (i) such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Loan, and (ii) such Home Loan has experienced a payment default or a payment default is reasonably foreseeable by the Master Servicer. The Master Servicer may agree to subordinate the position of the security interest in the Property which secures any Mortgage Loan, provided such subordination (i) would permit the Obligor to refinance a senior lien to take advantage of a lower interest rate or (ii) would permit the Obligor to extend the term of the senior lien. Notwithstanding the foregoing, no modification, waiver or amendment of a Home Loan shall involve the execution by the Obligor of a new Debt Instrument or a new Mortgage.
(b) The Master Servicer shall notify the Indenture Trustee of any modification, waiver or amendment of any provision of any Home Loan and the date thereof, and shall deliver to the Indenture Trustee for deposit in the related Home Loan File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly following the execution thereof. Such notice shall state that the conditions contained in this Section 4.10 have been satisfied.
Modifications, Waivers, Amendments and Consents. (a) The Servicer may agree to any modification, waiver, forbearance, or amendment of any term of any Serviced Asset without the consent of the Company. All modifications, waivers, forbearance or amendments of any Serviced Asset shall be consistent with the servicing standard set forth in Section 2 hereof.
(b) Notwithstanding anything to the contrary herein, the Servicer may, in accordance with the servicing standard set forth in Section 2 hereof, modify, waive, forbear or amend any term of a Serviced Asset that requires the payment of a prepayment premium or penalty in connection with any principal prepayment thereon.
(c) The Servicer may, as a condition to granting any request by a person or entity for consent, modification, waiver, forbearance or amendment of a Serviced Asset, the granting of which is within the Servicer's discretion pursuant to the terms of a Serviced Asset and is permitted by the terms of this Agreement, require that such person or entity pay to the Servicer, as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by the Servicer, which amount shall be retained by the Servicer as additional servicing compensation or remitted of the Company in accordance with the provision of Exhibits A, B or C as amended from time to time.
