Modifications, Waivers, Amendments and Consents Sample Clauses
The "Modifications, Waivers, Amendments and Consents" clause defines the procedures and requirements for making changes to the terms of an agreement. Typically, this clause specifies that any alterations, waivers of rights, or consents to actions must be made in writing and agreed upon by all relevant parties, ensuring that informal or unilateral changes are not valid. Its core practical function is to maintain contractual certainty and prevent misunderstandings by establishing a clear, formal process for altering the agreement.
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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 Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i) and Section 6.08, but subject to any other conditions set forth thereunder (including, without limitation, the Special Servicer’s processing and/or consent rights pursuant to this subsection (a) with respect to any modification, waiver or amendment that constitutes a Special Servicer Decision or a Major Decision) and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Master Servicer or the Special Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Master Servicer shall not provide any consent or make any decision, including agreeing to any modification, waiver or amendment to the terms of a Mortgage Loan and/or related Companion Loan unless such consent or decision constitutes a Master Servicer Decision, unless, with respect to a Major Decision or Special Servicer Decision, the Master Servicer and the Special Servicer mutually agree with respect to a Non-Specially Serviced Loan that the Master Servicer shall process such request but in all events subject to the prior written consent or deemed consent of the Special Servicer, which consent shall be deemed given if the Special Servicer does not respond within ten (10) days of delivery to the Special Servicer of the Master Servicer’s written recommendations and analysis, and all information that is in the Master Servicer’s possession reasonably requested by the Special Servicer in order to grant or withhold such consent, plus the time period provided ...
Modifications, Waivers, Amendments and Consents. (a) The Special Servicer (in the case of a Mortgage Loan that is a Specially Serviced Mortgage Loan) or the Master Servicer (in the case of a Performing Mortgage 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 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 and/or 3.24, as applicable 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), 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(e) (with respect to various routine matters), the 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 Mortgage 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 Mortgage Loan or (z) constitute a Material Action, unless (solely in the case of a Performing Mortgage Loan) the Master Servicer has obtained the consent of the Special Servicer (it being understood and agreed that (A) the Master Servicer shall promptly provide the Special Servicer with (x) written notice of any Borrower request for such modification, waiver or amendment, (y) the Master Servicer’s written recommendations and analysis, and (z) all information reasonably available to the Master Servicer that the Special Servicer may reasonably request in order to withhold or grant any such consent, (B) the Special Servicer shall decide whether to withhold or grant such consent in accordance with the Servicing Standard (and subject to Section 3.24), and (C) if any such consent has not been e...
Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this Section 3.20(a), Section 3.20(d), Section 3.20(i), Section 3.20(j) and Section 6.07, but subject to any other conditions set forth thereunder, and, with respect to an AB Mortgage Loan or, if applicable, a mezzanine loan, subject to the rights of the related Companion Holder to advise the applicable Master Servicer with respect to, or consent to, a modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicers shall not modify, waive or amend the terms of a Mortgage Loan and/or Companion Loan without the prior written consent of the Special Servicer (and such written consent request by the applicable Master Servicer shall be accompanied by the applicable Master Servicer's written analysis and recommendation); provided that, the applicable Master Servicer shall forward to the Special Servicer requests along with its written analysis and recommendation to extend the maturity date of a Mortgage Loan and/or Companion Loan that is not a Specially Serviced Mortgage Loan, and the Special Servicer may approve such request, and provided further, that except as provided in the following sentence, no extension entered into pursuant to this Section 3.20(a) 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 or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve months from and after the original Maturity Date of such Mortgage Loan and/or Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, the applicable Master Servicer must provide the Trustee, the Special Servicer and the Directing Certificateholders with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as a Trust Fund expense in accordance with Section 3.11(d) and the Special Servicer shall not consent to such extension without ...
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 (in the case of the Master Servicer, subject to a maximum of two separate one-year extensions without the consent of the Special Servicer), 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 respective rights to do so shall be subject to Section 3.08, Sections 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) 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
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.
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 (a) would minimize the loss that might otherwise be experienced with respect to such Home Loan, and (b) in the case of any FHA Loan, complies with the requirements of Title I or is required by Title I 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 and, with respect to any FHA Loan, the Master