Common use of Commercial Mortgage Loans Clause in Contracts

Commercial Mortgage Loans. (a) Except with respect to any Commercial Mortgage Loan withdrawn by the Beneficiary or the Direct Insurer in accordance with the terms hereof, the Grantor or the Direct Insurer, as applicable, shall have the sole and exclusive right, power and authority to service, administer, manage, liquidate, deal with, issue or withhold any consents or waivers, amend, modify, extend, or make any other decisions in respect of any Commercial Mortgage Loans in any manner that it shall choose, subject only to any limitations set forth in this Agreement, the applicable Servicing Agreement or in any other related agreement affecting the Commercial Mortgage Loans, as applicable; provided, that the Trustee shall be entitled to receive on behalf of the Grantor all payments made in respect of the Commercial Mortgage Loans (whether from any servicer, borrower or other Person), including principal and interest payments, proceeds and other income arising from or under such Commercial Mortgage Loans (after retention by the related servicer of such servicer’s expenses, required escrows and reserves to the extent contemplated pursuant to the terms of the applicable loan agreement and Servicing Agreement), as applicable, and to retain, use, enjoy the same subject only to the limitations set forth in this Agreement, the applicable Servicing Agreement and in any other related agreement affecting the Commercial Mortgage Loans. Except with respect to any Commercial Mortgage withdrawn by the Beneficiary or the Direct Insurer in accordance with the terms hereof, the Grantor shall have the sole and exclusive right, power and authority to make decisions and take other actions in respect of any Commercial Mortgage Loans (and any related Underlying Assets) under any servicing agreement, loan document and any other related agreement affecting the Commercial Mortgage Loans or the related Underlying Assets, in each case, as fully and completely as if this Agreement had not been executed and delivered; provided, however, that the sale, transfer or assignment of any such Commercial Mortgage Loan shall only be effectuated by substitution, exchange and withdrawal pursuant to the terms of this Agreement. The Grantor shall have the exclusive power and authority, acting alone or through sub-servicers, to do any and all things in connection with such servicing, administration, management and liquidation of the Commercial Mortgage Loans which it may deem necessary or desirable to maximize recoveries with respect thereto, subject to the limitations contained in this Agreement and any related agreements. Without limiting the generality of the foregoing, the Grantor shall continue, and is hereby authorized and empowered hereunder, to prepare and file any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on any Underlying Assets. Notwithstanding anything to the contrary contained in this Agreement, the Trustee shall not date, endorse, record or transfer any Loan Assignment Document except in accordance with the written directions of the Grantor or the applicable investment manager or, (i) upon receipt of a Beneficiary Request for Withdrawal, in accordance with the written direction of the Beneficiary and (ii) upon receipt of a Direct Insurer Request for Withdrawal, in accordance with the written direction of the Direct Insurer.

Commercial Mortgage Loans. (a) Except with respect to any Commercial Mortgage Loan withdrawn by the Beneficiary or the Direct Insurer in accordance with the terms hereof, the Grantor or the Direct Insurer, as applicable, shall have the sole and exclusive right, power and authority to service, administer, manage, liquidate, deal with, issue or withhold any consents or waivers, amend, modify, extend, or make any other decisions in respect of any Commercial Mortgage Loans in any manner that it shall choose, subject only to any limitations set forth in this Agreement, the applicable Servicing Agreement or in any other related agreement affecting the Commercial Mortgage Loans, as applicable; provided, that the Trustee shall be entitled to receive on behalf of the Grantor all payments made in respect of the Commercial Mortgage Loans (whether from any servicer, borrower or other Person), including principal and interest payments, proceeds and other income arising from or under such Commercial Mortgage Loans (after retention by the related servicer of such servicer’s expenses, required escrows and reserves to the extent contemplated pursuant to the terms of the applicable loan agreement and Servicing Agreement), as applicable, and to retain, use, enjoy the same subject only to the limitations set forth in this Agreement, the applicable Servicing Agreement and in any other related agreement affecting the Commercial Mortgage Loans. Except with respect to any Commercial Mortgage withdrawn by the Beneficiary or the Direct Insurer in accordance with the terms hereof, the Grantor shall have the sole and exclusive right, power and authority to make decisions and take other actions in respect of any Commercial Mortgage Loans (and any related Underlying Assets) under any servicing agreement, loan document and any other related agreement affecting the Commercial Mortgage Loans or the related Underlying Assets, in each case, as fully and completely as if this Agreement had not been executed and delivered; provided, however, that the sale, transfer or assignment of any such Commercial Mortgage Loan shall only be effectuated by substitution, exchange and withdrawal pursuant to the terms of this Agreement. The Grantor shall have the exclusive power and authority, acting alone or through sub-servicers, to do any and all things in connection with such servicing, administration, management and liquidation of the Commercial Mortgage Loans which it may deem necessary or desirable to maximize recoveries with respect thereto, subject to the limitations contained in this Agreement and any related agreements. Without limiting the generality of the foregoing, the Grantor shall continue, and is hereby authorized and empowered hereunder, to prepare and file any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on any Underlying Assets. Notwithstanding anything to the contrary contained in this Agreement, the Trustee shall not date, endorse, record or transfer any Loan Assignment Document except in accordance with the written directions of the Grantor or the applicable investment manager or, (i) upon receipt of a Beneficiary Request for Withdrawal, in accordance with the written direction of the Beneficiary and (ii) upon receipt of a Direct Insurer Request for Withdrawal, in accordance with the written direction of the Direct InsurerBeneficiary.