Common use of Authority of the Servicer Clause in Contracts

Authority of the Servicer. (a) In performing its Loan Servicing obligations hereunder, the Servicer shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others (including Subservicers), to take any and all actions in connection with such Loan Servicing that it deems necessary or appropriate. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Owner when the Servicer deems it appropriate in its best judgment, to execute and deliver, on behalf of the Owner, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain any liens on any related collateral for each of the Loan Assets, including, without limitation, the lien of each Mortgage on the related Mortgaged Property and any other related collateral; and (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Loan Assets; provided, however, that the Servicer shall notify the Owner in writing in the event that the Servicer intends to execute and deliver any such instrument referred to in this clause (ii) and, except in connection with any payment in full of any Loan Asset or payment of the full discounted payoff amount for any Loan Asset consented to by the Owner in writing, shall proceed with such course of action only upon receipt of the Owner’s written approval thereof; (iii) loan payoff statements and loan balance statements; and (iv) documents to evidence or effectuate Loan Servicing matters; provided, however, that the Servicer shall notify the Owner in writing in the event that the Servicer intends to execute and deliver any such instrument referred to in this clause (iii) and, except in connection with Non-Material Loan Servicing Matters, shall proceed with such course of action only upon receipt of the Owner’s written approval thereof. The ability to execute documents on behalf of the Owner as provided in this Agreement is personal to the Servicer and may not be delegated to a Subservicer unless specifically provided in this Agreement. (b) In the performance of its Loan Servicing obligations hereunder, the Servicer shall take any action that is directed by the Owner which relates to the Servicer’s Loan Servicing obligations under this Agreement; provided, however, that the Servicer shall not be obligated to take, or to refrain from taking, any action which the Owner requests that the Servicer take or refrain from taking to the extent that the Servicer determines in its reasonable and good faith judgment that such action or inaction (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Loan Asset, Borrower or related collateral, including, without limitation, any Mortgaged Property; (ii) may cause a violation of any provision of a Loan Asset Document or of this Agreement; or (iii) may require the expenditure of Servicer’s own funds unless the Owner first advances funds for such action as provided herein.

Authority of the Servicer. (a) In performing its Loan Servicing obligations hereunder, the Servicer shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others (including Subservicers)others, to take any and all actions in connection with such Loan Servicing that it deems necessary or appropriate. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Owner Master Servicer when the Servicer deems it appropriate in its best reasonable judgment, to execute and deliver, on behalf of the OwnerMaster Servicer, or after Securitization the Securitization trust, (iy) any and all financing statements, continuation statements and other documents or instruments necessary to maintain any liens on any related collateral for each of the Loan Assets, including, without limitation, the lien of each Mortgage on the related Mortgaged Property and any other related collateral; and (iiz) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Loan AssetsMortgage Loans; provided, however, that the Servicer shall notify the Owner Master Servicer in writing in the event that the Servicer intends to execute and deliver any such instrument referred to in this clause (iiz) above, and, except in connection with any payment in full of any Loan Asset or payment of the full discounted payoff amount for any Loan Asset consented to by the Owner in writingMortgage Loan, shall proceed with such course of action only upon receipt of the Owner’s written approval thereof; (iii) loan payoff statements and loan balance statements; and (iv) documents to evidence or effectuate Loan Servicing matters; provided, however, that the Servicer shall notify the Owner in writing in the event that the Servicer intends to execute and deliver any such instrument referred to in this clause (iii) and, except in connection with Non-Material Loan Servicing Matters, shall proceed with such course of action only upon receipt of the OwnerMaster Servicer’s written approval thereof. The ability Master Servicer agrees to execute documents on behalf of cooperate with the Owner as provided in this Agreement is personal Servicer by either executing and delivering to the Servicer from time to time (i) powers of attorney evidencing the Servicer’s authority and may not be delegated power under this Section, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer to a Subservicer unless specifically provided in this Agreementenable the Servicer to carry out its Loan Servicing obligations hereunder. (b) In the performance of its Loan Servicing obligations hereunder, the Servicer shall take any action that is directed by the Owner Master Servicer which relates to the Servicer’s Loan Servicing obligations under this Agreement; provided, however, that the Servicer shall not be obligated to take, or to refrain from taking, any action which the Owner Master Servicer requests that the Servicer take or refrain from taking to the extent that the Servicer determines in its reasonable and good faith judgment that such action or inaction (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Loan AssetMortgage Loan, Borrower Borrower, Mortgaged Property or related collateral, including, without limitation, any Mortgaged REO Property; or (ii) may cause a violation of any provision of a Mortgage Loan Asset Document or of this Agreement; or (iii) may require the expenditure of Servicer’s own funds unless the Owner first advances funds for such action as provided hereinDocument.

Authority of the Servicer. (a) In performing its Loan Servicing obligations hereunder, the Servicer shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others (including SubservicersProperty Managers), to take any and all actions in connection with such Loan Servicing that it deems necessary or appropriate. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Owner when the Servicer deems it appropriate in its best judgment, to execute and deliver, deliver documents relating to the operation and leasing of the REO Properties on behalf of the Owner, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain any liens on any related collateral for each of the Loan Assets, including, without limitation, the lien of each Mortgage on the related Mortgaged Property and any other related collateral; and (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Loan Assets; provided, however, that the Servicer shall notify the Owner in writing in the event that the Servicer intends to execute and deliver any such instrument referred to in this clause (ii) and, except in connection with any payment in full of any Loan Asset or payment of the full discounted payoff amount for any Loan Asset consented to by the Owner in writing, shall proceed with such course of action only upon receipt of the Owner’s written approval thereof; (iii) loan payoff statements and loan balance statements; and (iv) documents to evidence or effectuate Loan Servicing matters; provided, however, that the Servicer shall notify the Owner in writing in the event that the Servicer intends to execute and deliver any such instrument referred to in this clause (iii) and, except in connection with Non-Material Loan Servicing Matters, shall proceed with such course of action only upon receipt of the Owner’s written approval thereof. The ability to execute documents on behalf of the Owner as provided in this Agreement is personal to the Servicer and may not be delegated to a Subservicer unless specifically provided Property Manager. Property Managers may execute agreements in this Agreementtheir names relating to the operation, maintenance or repair of the REO Properties, in accordance with Section 3.03 hereof. (b) In the performance of its Loan Servicing obligations hereunder, the Servicer shall take any action that is directed by the Owner which relates to the Servicer’s Loan Servicing obligations under this Agreement; provided, however, that the Servicer shall not be obligated to take, or to refrain from taking, any action which the Owner requests that the Servicer take or refrain from taking to the extent that the Servicer determines in its reasonable and good faith judgment that such action or inaction (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Loan Asset, Borrower or related collateral, including, without limitation, any Mortgaged REO Property; (ii) may cause a violation of any provision of a Loan Asset Document or of this Agreement; or (iii) may require the expenditure of Servicer’s own funds unless the Owner first advances funds for such action as provided herein.

Authority of the Servicer. (a) In performing its Loan Servicing obligations hereunder, the Servicer shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others (including Subservicers)others, to take any and all actions in connection with such Loan Servicing that it deems necessary or appropriate. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Owner when the Servicer deems it appropriate in its best judgment, to execute and deliver, on behalf of the Owner, (ia) any and all financing statements, continuation statements and other documents or instruments necessary to maintain any liens on any related collateral for each of the Loan Assets, including, without limitation, the lien of each Mortgage on the related Mortgaged Property and any other related collateral; and (iib) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Loan AssetsMortgage Loans; provided, however, that the Servicer shall notify the Owner in -------- ------- writing in prior to entering into material discussions with the event that the Servicer intends related Borrower with respect to execute and deliver any such instrument referred to in this clause (iib) above, and, except in connection with any payment in full of any Loan Asset or payment of the full discounted payoff amount for any Loan Asset consented to by the Owner in writingMortgage Loan, shall proceed with such course of action only upon receipt of the Owner’s written approval thereof; (iii) loan payoff statements and loan balance statements; and (iv) documents to evidence or effectuate Loan Servicing matters; provided, however, that the Servicer shall notify the Owner in writing in the event that the Servicer intends to execute and deliver any such instrument referred to in this clause (iii) and, except in connection with Non-Material Loan Servicing Matters, shall proceed with such course of action only upon receipt of the Owner’s 's written approval thereof. The ability Owner agrees to execute documents on behalf of cooperate with the Owner as provided in this Agreement is personal Servicer by either executing and delivering to the Servicer from time to time (i) powers of attorney evidencing the Servicer's authority and may not be delegated power under this Section, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer to a Subservicer unless specifically provided in this Agreementenable the Servicer to carry out its Loan Servicing obligations hereunder. (b) In the performance of its Loan Servicing obligations hereunder, the Servicer shall take any action that is directed by the Owner which relates to the Servicer’s 's Loan Servicing obligations under this Agreement; provided, -------- however, that the Servicer shall not be obligated to take, or to refrain from ------- taking, any action which the Owner requests that the Servicer take or refrain from taking to the extent that the Servicer determines in its reasonable and good faith judgment that such action or inaction (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Loan AssetMortgage Loan, Borrower Borrower, Mortgaged Property or related collateral, including, without limitation, any Mortgaged REO Property; or (ii) may cause a violation of any provision of a Mortgage Loan Asset Document or of this Agreement; or (iii) may require the expenditure of Servicer’s own funds unless the Owner first advances funds for such action as provided hereinDocument.

Authority of the Servicer. (a) In performing its Loan Investment Servicing obligations hereunder, the Servicer shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others (including Subservicers)others, to take any and all actions in connection with such Loan Investment Servicing that it deems necessary or appropriate. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Owner when the Servicer deems it appropriate in its best reasonable judgment, to execute and deliver, on behalf of the Owner, (ia) any and all financing statements, continuation statements and other documents or instruments necessary to maintain any liens on any related collateral for each of the Loan Assets, including, without limitation, the lien of each Mortgage Investment on the related Mortgaged Investment Property and any other related collateral; and (iib) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Loan AssetsInvestments; provided, however, that the Servicer shall notify the Owner in writing in the event that the Servicer intends to execute and deliver any such instrument referred to in this clause (iib) above and, except in connection with any payment in full of any Loan Asset or payment of the full discounted payoff amount for any Loan Asset consented to by the Owner in writingInvestment, shall proceed with such course of action only upon receipt of the Owner’s written approval thereof; (iii) loan payoff statements and loan balance statements; and (iv) documents to evidence or effectuate Loan Servicing matters; provided, however, that the Servicer shall notify the Owner in writing in the event that the Servicer intends to execute and deliver any such instrument referred to in this clause (iii) and, except in connection with Non-Material Loan Servicing Matters, shall proceed with such course of action only upon receipt of the Owner’s 's written approval thereof. The ability Owner agrees to execute documents on behalf of cooperate with the Owner as provided in this Agreement is personal Servicer by either executing and delivering to the Servicer from time to time (i) powers of attorney evidencing the Servicer's authority and may not be delegated power under this Section, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer to a Subservicer unless specifically provided in this Agreementenable the Servicer to carry out its Investment Servicing obligations hereunder. (b) In the performance of its Loan Investment Servicing obligations hereunder, the Servicer shall take any action that is directed by the Owner which relates to the Servicer’s Loan 's Investment Servicing obligations under this Agreement; provided, however, that the Servicer shall not be obligated to take, or to refrain from taking, any action which the Owner requests that the Servicer take or refrain from taking to the extent that the Servicer determines in its reasonable and good faith judgment that such action or inaction (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Loan AssetInvestment, Borrower Obligor, or related collateral, including, without limitation, any Mortgaged Investment Property; or (ii) may cause a violation of any provision of a Loan Asset Document an Investment Document. (c) Unless the Servicer has obtained the prior written consent of the Owner, and subject to Section 3.01 with respect to any actions which constitute Special Services, the Servicer shall not take any of the following actions with respect to any Investment on behalf of the Owner: (i) the modification, waiver or amendment, whether or not material, of this Agreement; or (iii) may require with respect to any Investment, including, without limitation, any forgiveness of principal, any change in the expenditure amount or timing of Servicer’s own funds unless any payment of principal or interest, maturity, extension rights or prepayment provisions or the Owner first advances funds substitution, release or addition of any collateral for such action as provided herein.any Investment;