Common use of Default Management Responsibilities Clause in Contracts

Default Management Responsibilities. Subject only to ----------------------------------- Accepted Servicing Practices and the Decision Matrix, the Servicer shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, Servicer is hereby authorized and empowered by Owner (if, in the Servicer's reasonable judgment, such action with respect to the Loans and/or the Properties is in the best interests of Owner in accordance with, or is required by, this Agreement, and subject to Accepted Servicing Practices and the Decision Matrix) to take the following actions (without limitation): (i) prepare, execute and deliver, on behalf of Owner at its expense, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; and, subject to the remaining terms and provisions of this Article III, modifications, waivers (including, without limitation, waivers of any late payment charge in connection with any delinquent payment on a Loan), consents, amendments, discounted payoff agreements, forbearance agreements, cash management agreements or consents to or with respect to any documents contained in the related Servicing File; and any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other instruments comparable to any of the types of instruments described in this subsection (i), and (ii) institute and prosecute judicial and non-judicial foreclosures, suits on promissory notes, indemnities, guaranties or other Loan Documents, actions for equitable and/or extraordinary relief (including, without limitation, actions for temporary restraining orders, injunctions, and appointment of receivers), suits for waste, fraud and any and all other tort, contractual and/or other claims of whatever nature, and to appear in and file on behalf of Owner such pleadings or documents as may be necessary or advisable in any bankruptcy action, state or federal suit or any other action.

Default Management Responsibilities. Subject only to ----------------------------------- Accepted Servicing Practices and the Decision Matrix, the Servicer shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of Section 2.3, the foregoing, Servicer Subservicer is hereby authorized and empowered by each Owner (if, in the Servicer's reasonable judgment, such action with respect to the Loans and/or the Properties is in the best interests of Owner in accordance with, or is required by, this Agreement, and subject to Accepted Servicing Practices and the Decision Matrix) to take the following actions (actions, without limitation): : (i) prepare, execute and deliver, on behalf of an Owner at its such Owner's expense, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; and, at the related Owner's expense (to the extent not paid by the Obligor and, with respect to Commercial Mortgage Loans subject to the remaining terms and provisions of this Article IIIsuch Owner's prior approval), modifications, waivers (including, without limitation, waivers of any late payment charge in connection with any delinquent payment on a Loanan Asset), consents, amendments, discounted payoff agreements, forbearance agreements, cash management agreements or consents to or with respect to any documents contained in the related Servicing File; and any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other instruments comparable to any of the types of instruments described in this subsection (i), and (ii) institute and prosecute judicial and non-judicial foreclosures, suits on promissory notes, indemnities, guaranties or other Loan DocumentsCustodial Documents (including, without limitation, suits for collection of monthly rental income under assignments of rents and suits for enforcement of collateral contract obligations), actions for equitable and/or extraordinary relief (including, without limitation, actions for temporary restraining orders, injunctions, and appointment of receivers), suits for waste, fraud fraud, misapplication of rents and any and all other tort, contractual and/or other claims of whatever nature, and to appear in and file on behalf of an Owner such pleadings or documents as may be necessary or advisable in any bankruptcy action, state or federal suit or any other action. The Subservicer shall notify the related Owner regarding any Asset that is proceeding through foreclosure/forfeiture without modification, and the Owner shall have the option to attempt an Asset modification with the related Obligor to the extent permitted by law. All such fees generated in respect of a modification undertaken by the related Owner shall be remitted by the Subservicer to such Owner unless the Subservicer has provided services in connection therewith, in which case the related Owner and the Subservicer shall cooperate in determining the appropriate allocation of such fees. The Subservicer and the Owners agree to cooperate in good faith to effect any Asset modifications desired to be entered into pursuant to this Agreement.

Default Management Responsibilities. Subject only to Accepted ----------------------------------- Accepted Servicing Practices and the Decision MatrixSection 3.11 below, the Special Servicer shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Special Servicer is hereby authorized and empowered by the Owner (if, in the Special Servicer's reasonable judgment, such action with respect to the Transferred Mortgage Loans and/or the Mortgaged Properties is in the best interests of Owner in accordance with, or is required by, this Agreement, and subject to Accepted Servicing Practices and the Decision Matrix) to take the following actions (without limitation): (i) prepare, execute and deliver, on behalf of the Owner at its expensewith expenses associated therewith being Servicing Advances hereunder, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; and, subject to the remaining terms and provisions of this Article IIISection, modifications, waivers (including, without limitation, waivers of any late payment charge in connection with any delinquent payment on a Transferred Mortgage Loan), consents, amendments, discounted payoff agreements, forbearance agreements, cash management agreements or consents to or with respect to any documents contained in the related Servicing Fileservicing file; and any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other instruments comparable to any of the types of instruments described in this subsection (i), and (ii) institute and prosecute judicial and non-judicial foreclosures, suits on promissory notes, indemnities, guaranties or other Loan Documentsloan documents, actions for equitable and/or extraordinary relief (including, without limitation, actions for temporary restraining orders, injunctions, and appointment of receivers), suits for waste, fraud and any and all other tort, contractual and/or other claims of whatever nature, and to appear in and file on behalf of the Owner such pleadings or documents as may be necessary or advisable in any bankruptcy action, state or federal suit or any other action. In the event that any Mortgage Loan is in default or, in the judgment of the Special Servicer, such default is reasonably foreseeable, the Special Servicer, consistent with Accepted Servicing Practices, may waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the full outstanding and unpaid principal balance in final satisfaction of such Mortgage or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor if in the Special Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might result absent such action). In addition, if, with respect to a Transferred Mortgage Loan, a default (or any condition resulting in a default being reasonably foreseeable) is cured (such Mortgage Loan being referred to herein as a "Performing Loan"), the Special Servicer may thereafter waiver, modify or vary terms of such Performing Loan provided that no such action will (A) decrease the Mortgage Rate on the Performing Loan, (B) defer or forgive the payment of principal or interest (except with respect to liquidation of such Performing Loan) or (C) extend the final maturity date of such Performing Loan, provided, however, that no such modification shall be permitted to the extent that it would (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions. Notwithstanding anything to the contrary in this Agreement, the Special Servicer shall not waive any premium or penalty in connection with a prepayment of principal of any Mortgage Loan, and shall not consent to the modification of any Mortgage Note to the extent that such modification relates to payment of a prepayment premium or penalty; provided, that the foregoing shall not (i) apply to any Severely Delinquent Loan or (ii) prohibit the Special Servicer from entering into any agreement for modification, waiver, forbearance, amendment or discounted payoff of a Mortgage Loan in accordance with this Agreement that does not have the effect of waiving any prepayment premium or penalty or modifying any provision requiring payment thereof. Notwithstanding the foregoing, in the event of any conflict between the provisions of this Section 3.10 and the provisions of Section 3.11, the provisions of Section 3.11 shall control."

Default Management Responsibilities. Subject only to ----------------------------------- Accepted Servicing Practices and the Decision Matrix, the Servicer shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of Section 2.3, the foregoing, Servicer is hereby authorized and empowered by each Owner (if, in the Servicer's reasonable judgment, such action with respect to the Loans and/or the Properties is in the best interests of Owner in accordance with, or is required by, this Agreement, and subject to Accepted Servicing Practices and the Decision Matrix) to take the following actions (actions, without limitation): : (i) prepare, execute and deliver, on behalf of an Owner at its expense, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; and, subject to at the remaining terms and provisions of this Article IIIServicer's expense, modifications, waivers (including, without limitation, waivers of any late payment charge in connection with any delinquent payment on a Loanan Asset), consents, amendments, discounted payoff agreements, forbearance agreements, cash management agreements or consents to or with respect to any documents contained in the related Servicing File; and any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other instruments comparable to any of the types of instruments described in this subsection (i), and (ii) institute and prosecute judicial and non-judicial foreclosures, suits on promissory notes, indemnities, guaranties or other Loan DocumentsCustodial Documents (including, without limitation, suits for collection of monthly rental income under assignments of rents and suits for enforcement of collateral contract obligations), actions for equitable and/or extraordinary relief (including, without limitation, actions for temporary restraining orders, injunctions, and appointment of receivers), suits for waste, fraud fraud, misapplication of rents and any and all other tort, contractual and/or other claims of whatever nature, and to appear in and file on behalf of an Owner such pleadings or documents as may be necessary or advisable in any bankruptcy action, state or federal suit or any other action. The Servicer shall notify the related Owner regarding any Asset that is proceeding through foreclosure/forfeiture without modification, and the Owner shall have the option to attempt an Asset modification with the related Obligor to the extent permitted by law. All such fees generated in respect of a modification undertaken by the related Owner shall be remitted by the Servicer to such Owner unless the Servicer has provided services in connection therewith, in which case the related Owner and the Servicer shall cooperate in determining the appropriate allocation of such fees. The Servicer and the Owners agree to cooperate in good faith to effect any Asset modifications desired to be entered into pursuant to this Agreement.