Common use of Modifications, Waivers, Amendments and Consents Clause in Contracts

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 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. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.212.20, the Servicer may agree to any modification, waiver, forbearance, or amendment of any term of any BANA Mortgage Loan without the consent of the Master Servicer, the Securities Administrator, the Trustee or any Certificateholder. All modifications, waivers, forbearances or amendments of any BANA 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 3.132.12, which waiver, if any, shall be governed by Section 3.132.12), forbearance or amendment of any term of any BANA 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 BANA 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 BANA Mortgage Loan is 90 days or more past due or (B) the Servicer delivers to the Trustee Master Servicer and the Securities Administrator 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 any REMIC and, in either case, such modification, waiver, forbearance or amendment is reasonably likely to produce a greater recovery with respect to such BANA Mortgage Loan than would liquidation. Notwithstanding the foregoing, no Opinion of Counsel need be delivered if the purpose of the modification is to reduce the Monthly Payment on a Mortgage Loan as a result of a partial Principal Prepayment provided that the Mortgage Loan is fully amortized by its original maturity date. Subject to Customary Servicing Procedures, the Servicer may permit a forbearance for a BANA 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 BANA Mortgage Loan, notwithstanding that the terms of such BANA 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 BANA Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor 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 Servicerit, which amount shall be retained by the Servicer as additional servicing compensation. (e) The Servicer shall notify the TrusteeMaster Servicer, in writing, of any modification, waiver, forbearance or amendment of any term of any BANA Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) a copy thereof and (ii) shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) such document, with evidence of notification upon receipt thereof from the public recording office.

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 Trust Estate 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 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. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 of the Upper-Tier REMIC or the Lower-Tier REMIC and, in either case, such modification, waiver, forbearance or amendment is reasonably likely likely, in the Servicer's judgment, 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 servicing compensationServicing 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 compensationServicing Compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 any of the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC andREMIC. Notwithstanding the foregoing, in either case, such modification, waiver, forbearance or amendment no Opinion of Counsel need be delivered if the purpose of the modification is reasonably likely to produce reduce the Monthly Payment on a greater recovery with respect to such Mortgage Loan than would liquidationas a result of a partial Principal Prepayment; provided that the Mortgage Loan is fully amortized by its original maturity date. 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 servicing compensationServicing 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 compensationServicing Compensation. (ed) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 likely, in the Servicer's judgment, 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 servicing compensationServicing 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 compensationServicing Compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 any of the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC and, in either case, such modification, waiver, forbearance or amendment is reasonably likely likely, in the Servicer's judgment, 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 servicing compensationServicing 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 compensationServicing Compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 any of the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC andREMIC. Notwithstanding the foregoing, in either case, such modification, waiver, forbearance or amendment no Opinion of Counsel need be delivered if the purpose of the modification is reasonably likely to produce reduce the Monthly Payment on a greater recovery with respect to such Mortgage Loan than would liquidationas a result of a partial Principal Prepayment; provided that the Mortgage Loan is fully amortized by its original maturity date. 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 servicing compensationServicing 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 compensationServicing Compensation. (ed) The Servicer shall notify the Depositor and the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 of the Upper-Tier REMIC or the Lower-Tier REMIC andREMIC. Notwithstanding the foregoing, in either case, such modification, waiver, forbearance or amendment no Opinion of Counsel need be delivered if the purpose of the modification is reasonably likely to produce reduce the Monthly Payment on a greater recovery with respect to such Mortgage Loan than would liquidationas a result of a partial Principal Prepayment provided that the Mortgage Loan is fully amortized by its original maturity date. 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 servicing compensationServicing 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 compensationServicing Compensation. (ed) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 of the Upper-Tier REMIC or the Lower-Tier REMIC andREMIC. Notwithstanding the foregoing, in either case, such modification, waiver, forbearance or amendment no Opinion of Counsel need be delivered if the purpose of the modification is reasonably likely to produce reduce the Monthly Payment on a greater recovery with respect to such Mortgage Loan than would liquidationas a result of a partial Principal Prepayment; provided that the Mortgage Loan is fully amortized by its original maturity date. 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 servicing compensationServicing 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 compensationServicing Compensation. (ed) The Servicer shall notify the Depositor and the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.214.21, the Servicer Company may agree to any modification, waiver, forbearance, or amendment of any term of any Mortgage Loan without the consent of the Trustee or any CertificateholderPurchaser. All modifications, waivers, forbearances or amendments of any Mortgage Loan shall be in writing and shall be consistent with Customary Accepted Servicing ProceduresPractices. (b) The Servicer Company 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 ServicerCompany'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 constitutes a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either each case, (A) such Mortgage Loan is 90 days or more past due or (B) the Servicer Company delivers to the Trustee Purchaser 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 Trust Estate 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 Accepted Servicing ProceduresPractices, the Servicer Company may permit a forbearance for a Mortgage Loan which which, in the ServicerCompany's judgment 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 Company 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 ServicerCompany's discretion pursuant to the Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the ServicerCompany, 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 ServicerCompany, which amount shall be retained by the Servicer Company as additional servicing compensation. (e) The Servicer Company shall notify the TrusteePurchaser, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee Purchaser (or, at the direction of the TrusteePurchaser, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer Company (i) shall deliver to the Trustee Purchaser a copy thereof and (ii) shall deliver to the Trustee Purchaser such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21The Master Servicer and the Special Servicer each may, consistent with the Servicer may Servicing Standard, agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive or defer the payment of interest (including, without limitation, Default Interest and Additional Interest) on and principal of, forgive late payment charges and Prepayment Premiums 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 it is required to service and administer hereunder, without the consent of the Trustee or any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as expressly provided in Section 3.02 (with respect to Default Charges), Section 3.08 (with respect to due-on-sale and due-on-encumbrance clauses) and Section 3.20(f) (with respect to Additional Interest), the Master 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modification, waiver, forbearance, or amendment would: (i) it is required to service and administer hereunder that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (ii) thereunder or, in the Master Servicer's good faith and reasonable judgment, materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; the Special Servicer may, however, 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, a Specially Serviced Mortgage Loan that would have any such effect, but only if a material default on such Mortgage Loan has occurred or (iii) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe Special Servicer's reasonable and good faith judgment, (A) a default in respect of payment on 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 reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery to Certificateholders (as a collective whole) on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate (or, in the case of a Hyper-Amortization Loan after its Anticipated Repayment Date, the related Net Mortgage Rate in effect immediately prior to such Anticipated Repayment Date)), than would liquidation; (ii) the Special Servicer may not, in connection with any particular extension, extend the maturity date of any Specially Serviced Mortgage Loan beyond _________ ____, 20__; (iii) neither the Master Servicer nor the Special Servicer shall make or permit any modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.20(a) or in Section 3.08 with respect to, any Mortgage Loan that would (A) cause REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day of either such REMIC under the REMIC Provisions or (B) cause any Mortgage Loan to cease to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (neither the Master Servicer nor the Special Servicer shall be liable for decisions made under this subsection which were made in good faith and, unless it would constitute bad faith or negligence to do so, each of the Master Servicer and the Special Servicer may rely on Opinions of Counsel in making such decisions); (iv) neither the Master Servicer nor the Special Servicer shall permit any Mortgagor to add or substitute any collateral for an outstanding Mortgage Loan, which additional or substitute collateral constitutes real property, unless the Special Servicer shall have first determined in accordance with the Servicing Standard, based upon a Phase I Environmental Assessment (and such additional environmental testing as the Special Servicer deems necessary and appropriate) prepared by an Independent Person who regularly conducts Phase I Environmental Assessments (and such additional environmental testing), at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations; and (v) neither the Master Servicer nor the Special Servicer shall release any collateral securing an outstanding Mortgage Loan (including, without limitation, as part of a substitution of collateral), except in connection with a payment in full or, subject to the other provisions of this Section 3.20, a discounted payoff of such Mortgage Loan, or except as provided in Section 3.09(d), or except where the Rating Agencies have been notified in writing and (A) either (1) the use of the collateral to be released will not, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, materially and adversely affect the Net Operating Income being generated by or the use of the related Mortgaged Property, or (2) there is a corresponding principal paydown of such Mortgage Loan in an amount at least equal to, or a delivery of substitute collateral with an appraised value at least equal to, the appraised value of the collateral to be released, (B) the remaining Mortgaged Property and any substitute collateral is, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, adequate security for the remaining Mortgage Loan and (C) if the collateral that is being released has an Appraised Value in excess of $3,000,000, __________ has confirmed in writing that such release and/or substitution would not result in the downgrade, qualification or withdrawal of the rating then assigned by __________ to any Class of Certificates; provided that (1) the limitations, conditions and restrictions set forth in clauses (i) through (v) above shall not apply to any of the acts referenced in this Section 3.20(a) in respect of any Mortgage Loan that is expressly provided for, or that the related Mortgagor is permitted to effect without the mortgagee's consent, in any event under the terms of such Mortgage Loan in effect on the Closing Date, and (2) notwithstanding clauses (i) through (v) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (b) The Special Servicer shall have no liability to the Trust, the Certificateholders or any other Person if its analysis and determination that the modification, waiver, amendment or other action contemplated by Section 3.20 (a) is reasonably likely to produce a greater recovery to Certificateholders on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in good faith by the Special Servicer and the Special Servicer has complied with the Servicing Standard in ascertaining the pertinent facts. Subject Each such determination shall be evidenced by an Officer's Certificate to Customary Servicing Procedures, such effect to be delivered by the Special Servicer may permit a forbearance for a Mortgage Loan which in to the Servicer's judgment is subject to imminent defaultTrustee. (c) Any payment of interest, which is deferred pursuant to any modification, waiver, forbearance or amendment permitted hereunderSection 3.20(a), shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit or that such modification, waiver or amendment so permitinterest may actually be capitalized. (d) The Master Servicer and the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing (except with respect to any waiver pursuant to subsection (f) below), the granting of which is within the Master Servicer's or Special Servicer's, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable or and customary fee (not to exceed 1.0% of the unpaid principal balance of the related Mortgage Loan) 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 compensationit. (e) The All modifications, waivers, amendments and other actions entered into or taken in respect of the Mortgage Loans pursuant to the preceding subsections of this Section 3.20 shall be in writing. Each of the Master Servicer and the Special Servicer shall notify the other such party and the Trustee, in writing, of any modification, waiver, forbearance amendment or amendment of any term other action entered into or taken in respect of any Mortgage Loan pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in the related Mortgage FileFile (with a copy to the other such party), an original counterpart of the agreement relating to such modification, waiver, forbearance amendment or amendmentother action, promptly (and in any event within ten ____ Business Days) following the execution thereof; provided. In addition, however, that if following the execution of any such modification, waiver, forbearance waiver or amendment is required agreed to by applicable law the Special Servicer pursuant to be recordedSection 3.20(a) above, the Special Servicer (i) shall deliver to the Master Servicer and the Trustee an Officer's Certificate setting forth in reasonable detail the basis of the determination made by it pursuant to clause (i) of Section 3.20(a). (f) With respect to any Hyper-Amortization Loan after its Anticipated Repayment Date, the Master Servicer shall be permitted, in its discretion, to waive (such waiver to be in writing addressed to the related Mortgagor, with a copy thereof and (ii) shall deliver to the Trustee Trustee) all or any accrued Additional Interest if, prior to the related maturity date, the related Mortgagor has requested the right to prepay the Mortgage Loan in full together with all payments required by the Mortgage Loan in connection with such documentprepayment except for all or a portion of accrued Additional Interest, with evidence provided that the Master Servicer's determination to waive the right to such accrued Additional Interest is reasonably likely to produce a greater payment to Certificateholders on a present value basis (the relevant discounting of notification upon receipt thereof from anticipated collections that will be distributable to Certificateholders to be performed at the public recording officerelated Net Mortgage Rate in effect immediately prior to the related Anticipated Repayment Date) than a refusal to waive the right to such Additional Interest. The Master Servicer will have no liability to the Trust, the Certificateholders or any other person so long as such determination is based on such criteria.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 of the Upper-Tier REMIC or the Lower-Tier REMIC and, in either case, such modification, waiver, forbearance or amendment is reasonably likely likely, in the Servicer's judgment, 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 servicing compensationServicing 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 compensationServicing Compensation. (ed) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, the each Servicer may agree to any modification, waiver, forbearance, or amendment of any term of any Mortgage Loan serviced by such Servicer 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 A 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 such 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 constitutes 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 such 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 Trust Estate 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 any Servicer may permit a forbearance for a Mortgage Loan serviced by such Servicer which in the such 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 Any 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 such Servicer's discretion pursuant to the Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the such 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 such Servicer, which amount shall be retained by the such Servicer as additional servicing compensation. (e) The Each Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan serviced by such Servicer and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the related Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 Trust Estate and, in either case, such modification, waiver, forbearance or amendment is reasonably likely likely, in the Servicer's judgment, 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 servicing compensationServicing 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 compensationServicing Compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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 constitutes 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 Trust Estate 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 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. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 likely, in the Servicer's judgment, 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 servicing compensationServicing 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 compensationServicing Compensation. (ed) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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 any of 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 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. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.213.18, 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, unless (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 any REMIC or the Lower-Tier REMIC and, in either case, and such modification, waiver, forbearance or amendment is reasonably likely to produce a greater recovery with respect to such Mortgage Loan than would liquidation. Notwithstanding the foregoing, no Opinion of Counsel need be delivered if the purpose of the modification is to reduce the Monthly Payment on a Mortgage Loan as a result of a partial Principal Prepayment provided that the Mortgage Loan is fully amortized by its original maturity date. 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 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 Servicerit, which amount shall be retained by the Servicer as additional servicing compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) a copy thereof and (ii) shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 of the Upper-Tier REMIC or the Lower-Tier REMIC and, in either case, such modification, waiver, forbearance or amendment is reasonably likely likely, in the Servicer's judgment, 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.[Reserved] (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 servicing compensationServicing 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 compensationServicing Compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, the Master 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 Master 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;; or (ii) in the Master 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 Master Servicer delivers to the Trustee an Opinion of Counsel to the effect that such modification, waiver, forbearance or amendment would not affect the Trust Fund's 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 Master Servicer may permit a forbearance for a Mortgage Loan which in the Master 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 Master 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 Master Servicer's discretion pursuant to the Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Master 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 Master Servicer, which amount shall be retained by the Master Servicer as additional servicing compensation. (e) The Master Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Master Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 of the Upper-Tier REMIC or the Lower-Tier REMIC andREMIC. Notwithstanding the foregoing, in either case, such modification, waiver, forbearance or amendment no Opinion of Counsel need be delivered if the purpose of the modification is reasonably likely to produce reduce the Monthly Payment on a greater recovery with respect to such Mortgage Loan than would liquidationas a result of a partial Principal Prepayment; provided that the Mortgage Loan is fully amortized by its original maturity date. 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 servicing compensationServicing 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 compensationServicing Compensation. (ed) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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 servicing compensationServicing 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 compensationServicing Compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.214.22, the Servicer Company may agree to any modification, waiver, forbearance, or amendment of any term of any Mortgage Loan without the consent of the Trustee or any CertificateholderPurchaser. All modifications, waivers, forbearances or amendments of any Mortgage Loan shall be in writing and shall be consistent with Customary Accepted Servicing ProceduresPractices. (b) The Servicer Company 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 ServicerCompany'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 constitutes a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either each case, (A) such Mortgage Loan is 90 days in default or more past due such default is reasonably foreseeable or (B) the Servicer Company delivers to the Trustee Purchaser 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 Trust Estate 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 Accepted Servicing ProceduresPractices, the Servicer Company may permit a forbearance for a Mortgage Loan which which, in the ServicerCompany's judgment 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 Company 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 ServicerCompany's discretion pursuant to the Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the ServicerCompany, 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 ServicerCompany, which amount shall be retained by the Servicer Company as additional servicing compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and Company shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer Company (i) shall deliver to the Trustee Custodian a copy thereof and (ii) shall deliver to the Trustee Custodian such document, with evidence of notification upon receipt thereof from the public recording office. (f) To the extent consistent with the terms of this Agreement, the Company may waive (or permit a Subservicer to waive) a Prepayment Premium only under the following circumstances: (i) such waiver relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Company, maximize recovery of total proceeds taking into account the value of such Prepayment Premium and the related Mortgage Loan, (ii) such waiver is required under state or federal law or (iii) the mortgage debt has been accelerated as a result of the Mortgagor's default in making its Monthly Payments. The Company shall not waive any Prepayment Premium unless it is waived in accordance with this Section 4.22(f). The Company shall pay the amount of any Prepayment Premium (to the extent not collected and remitted to the Purchaser) to the Purchaser or its assignees if (1) the representation in paragraph (fff) of Exhibit F is breached and such breach materially and adversely affects the interests of the Purchaser or its assigns or (2) the Company waives any Prepayment Premium other than as permitted under this Section 4.22(f). The Company shall pay the amount of such Prepayment Premium, for the benefit of the Purchaser or any assignee of the Purchaser, by depositing such amount into the Custodial Account at the time that the amount prepaid on the related Mortgage Loan is required to be deposited into the Custodial Account.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 any of the Upper-Tier REMIC, Middle-Tier REMIC or the Lower-Tier REMIC and, in either case, such modification, waiver, forbearance or amendment is reasonably likely likely, in the Servicer's judgment, 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 servicing compensationServicing 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 compensationServicing Compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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 any of the Upper-Tier REMIC, Middle-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 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. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 any of the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC andREMIC. Notwithstanding the foregoing, in either case, such modification, waiver, forbearance or amendment no Opinion of Counsel need be delivered if the purpose of the modification is reasonably likely to produce reduce the Monthly Payment on a greater recovery with respect to such Mortgage Loan than would liquidationas a result of a partial Principal Prepayment provided that the Mortgage Loan is fully amortized by its original maturity date. 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 servicing compensationServicing 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 compensationServicing Compensation. (ed) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, 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, forbearance, 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 without for which it is responsible, and respond to or approve Borrower requests for consent on the consent part of the Trustee or any Certificateholder. All modificationsmortgagee (including the lease reviews and lease consents related thereto), waiverssubject, forbearances or amendments however, to Sections 3.08 and/or 3.24, as applicable, and, further to each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The 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(e) (with respect to various routine matters), the Master 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modificationLoan, waiver, forbearance, or amendment would: that would (ix) affect the amount or timing of any related payment of principal, interest or other amount payable thereunderunder 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 expressly denied within fifteen (15) Business Days (or in connection with an Acceptable Insurance Default, ninety (90) days) of the Special Servicer’s receipt from the Master Servicer of the Master Servicer’s written recommendations and analysis and all information reasonably requested thereby and reasonably available to the Master Servicer in order to make an informed decision, such consent shall be deemed to have been granted; (ii) other than as provided in Sections 3.02, 3.08 and 3.20(e), the Special Servicer shall not agree to (or, in the case of a Performing Mortgage Loan, consent to the Master Servicer's judgment’s agreeing to) any modification, waiver or amendment of any term of, or take (or, in the case of a Performing Mortgage Loan, consent to the Master Servicer’s taking) any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the reasonable judgment of the Special Servicer, would materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or (iii) otherwise constitute Loan, unless a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either case, (A) material default on such Mortgage Loan has occurred or, in the reasonable judgment of the Special Servicer, a default with respect to payment on such Mortgage Loan at maturity or on an earlier date is 90 days or more past due or (B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect that such modificationreasonably foreseeable, waiver, forbearance or amendment would not affect the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC Special Servicer reasonably believes that there is a significant risk of such a default, and, in either case, such modification, waiver, forbearance amendment or amendment other action is reasonably likely to produce an equal or a greater recovery to Certificateholders, as a collective whole, on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be done at a rate determined by the Special Servicer but in no event less than the related Net Mortgage Rate (or, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, at the related Net Mortgage Rate immediately prior to the Anticipated Repayment Date), than would liquidation; (iii) neither the Master Servicer nor the Special Servicer shall extend the date on which any Balloon Payment is scheduled to be due on any Mortgage Loan to a date beyond the earlier of (A) two years prior to the Rated Final Distribution Date and (B) if such Mortgage Loan is secured by a Mortgage solely or primarily on the related Borrower’s leasehold interest in the related Mortgaged Property, 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the related Ground Lease or Space Lease, ten years) prior to the end of the then current term of the related Ground Lease or Space Lease (plus any unilateral options to extend); (iv) neither the Master Servicer nor the Special Servicer shall make or permit 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 result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect with to the Grantor Trust Pool (the Master Servicer and the Special Servicer shall not be liable for decisions made under this subsection which were made in good faith and each of them may rely on Opinions of Counsel in making such decisions); (v) in the event of a taking of any portion of any real property collateral securing an outstanding Mortgage Loan by a state, political subdivision or authority thereof, whether by condemnation, similar legal proceeding or by agreement in anticipation of such condemnation or other similar legal proceeding, the Master Servicer or the Special Servicer, as the case may be, shall apply the Condemnation Proceeds (or other similar award) and the net proceeds from the receipt of any insurance or tort settlement with respect to such real property to pay down the principal balance of the Mortgage Loan, unless immediately after the release of such portion of the real property collateral, the Master Servicer or the Special Servicer, as the case may be, reasonably believes that the Mortgage Loan than would liquidationremain “principally secured by an interest in real property” within the meaning of Section 1.860G-2(b)(7)(ii) or (iii) of the Treasury Regulations (taking into account the value of the real property continuing to secure such Mortgage Loan after any restoration of such real property), or as may be permitted by Rev. Proc. Subject to Customary Servicing Procedures2010-30, 2010-36 I.R.B. 316 (the Master Servicer and the Special Servicer may each rely on Opinions of Counsel in making such decisions, the Servicer may permit a forbearance for a costs of which shall be covered by, and reimbursable as, Servicing Advances); (vi) subject to applicable law, the related Mortgage Loan which in Documents and the Servicer's judgment is subject to imminent default. (c) Any payment of interestServicing Standard, which is deferred pursuant to neither the Master Servicer nor the Special Servicer shall permit any modification, waiver, forbearance waiver or amendment of any term of any Performing Mortgage Loan unless all related fees and expenses are paid by the Borrower; (vii) the Special Servicer shall not permit (or, in the case of a Performing Mortgage Loan, consent to the Master Servicer’s permitting) any Borrower to add or substitute any real estate collateral for its Mortgage Loan unless the Special Servicer shall have first (A) determined in its reasonable judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, at the expense of the related Borrower, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations and (B) received, at the expense of the related Borrower to the extent permitted hereunderto be charged by the holder of the Mortgage Loan under the related Mortgage Loan Documents, a Rating Agency Confirmation with respect to the addition or substitution of real estate collateral; and (viii) the Special Servicer shall notnot release (or, for purposes hereofin the case of a Performing Mortgage Loan, consent to the Master Servicer’s releasing), including, without limitation, in connection with a substitution contemplated by clause (vii) above, any real property collateral securing an outstanding Mortgage Loan, except as provided in Section 3.09(d), except as specifically required under the related Mortgage Loan Documents or except where a Mortgage Loan (or, in the case of a Cross-Collateralized Group, where such entire Cross-Collateralized Group) is satisfied, or except in the case of a release where (A) the Rating Agencies (subject to Section 3.27) have been notified in writing, and (B) if the collateral to be released has an appraised value in excess of $3,000,000, such release is the subject of a Rating Agency Confirmation; provided that the limitations, conditions and restrictions set forth in clauses (i) through (viii) above shall not apply to any act or event (including, without limitation, a release, substitution or addition of collateral) in respect of any Mortgage Loan that either occurs automatically, or results from the exercise of a unilateral option within the meaning of Treasury Regulations Section 1.1001-3(c)(3) by the related Borrower, in any event under the terms of such Mortgage Loan in effect on the Closing Date (or, in the case of a Replacement Mortgage Loan, on the related date of substitution) (provided, however, that in the case of any and all transactions involving a release of a lien on real property that secures a Mortgage Loan, such a lien release shall be permitted only if the related Mortgage Loan will continue to be “principally secured by real property” after the lien is released, or if it would not be, the release is permitted under IRS Revenue Procedure 2010-30, 2011-36 I.R.B. 316); and provided, further, that, notwithstanding clauses (i) through (vii) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Borrower under a Mortgage Loan if, in its reasonable judgment, such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (b) If any payment of interest on a Mortgage Loan is deferred pursuant to Section 3.20(a), then such payment of interest shall not, for purposes of calculating monthly distributions and reporting information to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit or that such modificationinterest may actually be capitalized; provided, waiver however, that this sentence shall not limit the rights of the Master Servicer or amendment so permitthe Special Servicer on behalf of the Trust to enforce any obligations of the related Borrower under such Mortgage Loan. (dc) The Each of the Master Servicer and the Special Servicer may, as a condition to its granting any request by a Mortgagor Borrower under a Mortgage Loan for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's ’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms of the related Mortgage Loan Documents and is permitted by the terms of this Agreement, require that such Mortgagor Borrower pay to the Servicer, as additional servicing compensation, it a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by it; provided that (A) the Servicer, which amount charging of such fees would not otherwise constitute a “significant modification” of the subject Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b); and (B) the right of the Special Servicer shall be retained by limited as set forth in the Servicer as additional servicing compensationdefinition of “Modification Fees”. (ed) The All modifications, amendments, material waivers and other material actions entered into or taken in respect of the Mortgage Loans pursuant to this Section 3.20 (other than waivers of Default Charges), and all material consents, shall be in writing. Each of the Special Servicer and the Master Servicer shall notify the other such party, each Rating Agency (subject to Section 3.27), the Certificate Administrator, the Trustee, the Subordinate Class Representative and the Majority Subordinate Certificateholder, in writing, of any material modification, waiver, forbearance amendment or amendment of any term other action entered into or taken thereby in respect of any Mortgage Loan pursuant to this Section 3.20 (other than waivers of Default Charges for which the consent of the Special Servicer is required under Section 3.02) and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance amendment or amendmentother action agreed to or taken by it, promptly (and in any event within ten (10) Business Days) following the execution thereof; provided. In addition, however, that if following the execution of any such modification, waiver, forbearance waiver or amendment is required agreed to by applicable law the Special Servicer or the Master Servicer, as appropriate, pursuant to be recordedSection 3.20(a) above, the Special Servicer (i) or the Master Servicer, as applicable, shall deliver to the other such party, the Certificate Administrator, the Trustee and the Rating Agencies (subject to Section 3.27) an Officer’s Certificate certifying that all of the requirements of Section 3.20(a) have been met and, in the case of the Special Servicer, setting forth in reasonable detail the basis of the determination made by it pursuant to Section 3.20(a)(ii); provided that, if such modification, waiver or amendment involves an extension of the maturity of any Mortgage Loan, such Officer’s Certificate shall be so delivered before the modification, waiver or amendment is agreed to. (e) With respect to any Performing Mortgage Loan that is an ARD Mortgage Loan after its Anticipated Repayment Date, the Master Servicer shall be permitted to waive (such waiver to be in writing addressed to the related Borrower, with a copy thereof to the Trustee) all or any portion of the accrued Post-ARD Additional Interest in respect of such ARD Mortgage Loan if (i) the related Borrower has requested the right to prepay such ARD Mortgage Loan in full together with all payments required by the related Mortgage Loan Documents in connection with such prepayment except for such accrued Post-ARD Additional Interest, and (ii) the Master Servicer has determined, in its reasonable judgment, that waiving such Post-ARD Additional Interest is in accordance with the Servicing Standard. The Master Servicer shall deliver prepare all documents necessary and appropriate to effect any such waiver and shall coordinate with the related Borrower for the execution and delivery of such documents. The Master Servicer shall not be required to seek the consent of, or provide prior notice to, the Special Servicer, any Certificateholder or obtain any Rating Agency Confirmation in connection with such a waiver. (f) Notwithstanding anything in this Section 3.20 or in Section 3.08 and/or Section 3.24 to the Trustee such documentcontrary, with evidence the Master Servicer shall not be required to seek the consent of, or provide prior notice to, the Special Servicer or any Certificateholder or obtain any Rating Agency Confirmation (unless required by the Mortgage Loan Documents) in order to approve the following modifications, waivers or amendments of notification upon receipt thereof from the public recording office.Performing Mortgage Loans: (i) waivers of minor covenant defaults (other than financial covenants), including late financial st

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 any 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 Trust Estate and, in either case, such modification, waiver, forbearance or amendment is reasonably likely likely, in the Servicer's judgment, 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 servicing compensationServicing 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 compensationServicing Compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject The Master Servicer (solely as to this Section 3.21Performing Loans) and the Special Servicer (as to Specially Serviced Mortgage Loans) each may, consistent with the Servicer may Servicing Standard, agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive or defer the payment of interest (including, without limitation, Default Interest and Excess Interest) on and principal of, forgive late payment charges and Prepayment Premiums 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 it is required to service and administer hereunder without the consent of the Trustee or any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to Section 3.02, Section 3.08, Section 3.21 and Section 3.28 and each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as provided in Sections 3.02, 3.08 and 3.20(g), the Master 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modificationLoan, waiver, forbearance, or amendment would: (i) that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunderunder such Mortgage Loan or affect the security for such Mortgage Loan, unless 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 notice of any Mortgagor's request for such modification, waiver or amendment, the Master Servicer's recommendations and analysis, and with all information reasonably available to the Master Servicer that the Special Servicer may reasonably request to withhold or grant any such consent, each of which shall be provided reasonably promptly in accordance with the Servicing Standard, (B) the Special Servicer shall decide whether to withhold or grant such consent in accordance with the Servicing Standard and (C) if any such request has not been expressly responded to within [___] Business Days of the Special Servicer's receipt from the Master Servicer of the Master Servicer's recommendations and analysis and all information reasonably requested thereby and reasonably available to the Master Servicer, as such time period may be extended if the Special Servicer is required to seek the consent of the Directing Certificateholder, any mezzanine lender, or the Rating Agencies, to make an informed decision (or, if the Special Servicer did not request any information, within [___] Business Days from such notice), such consent shall be deemed to have been granted); (ii) other than as provided in Sections 3.02 and 3.08, the Special Servicer shall not agree to (or, in the case of a Performing Loan, consent to the Master Servicer's judgmentagreeing to) any modification, materially impair waiver or amendment of any term of, or take (or, in the case of a Performing Loan, consent to the Master Servicer's taking) any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the reasonable, good faith judgment of the Special Servicer, would add to, release, substitute for, or otherwise alter a material amount of the security for such Mortgage Loan, unless a material default on such Mortgage Loan has occurred or, in the reasonable, good faith judgment of the Special Servicer, a default in respect of payment on such Mortgage Loan is reasonably foreseeable, and such modification, waiver, amendment or reduce other action is reasonably likely to produce a greater recovery to the likelihood of timely payment of amounts due thereon; orCertificateholders on a net present value basis than would liquidation; (iii) otherwise constitute the Special Servicer shall not extend (or, in the case of a Performing Loan, consent to the Master Servicer's extending) the date on which any Balloon Payment is scheduled to be due on any Mortgage Loan to a date beyond five years prior to the Rated Final Distribution Date of the Certificates; (iv) neither the Master Servicer nor the Special Servicer shall make or permit 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 result in an Adverse REMIC Event with respect to either of REMIC I or REMIC II; (v) subject to applicable law, the related loan documents and the Servicing Standard, neither the Master Servicer nor the Special Servicer shall permit any modification, waiver or amendment of any term of any Loan unless all related fees and expenses are paid by the related Mortgagor; (vi) the Special Servicer shall not permit (or, in the case of a Performing Loan, consent to the Master Servicer's permitting) any Mortgagor to add or substitute any real estate collateral for its Mortgage Loan unless the Special Servicer shall have first determined in its reasonable, good faith judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations; and (vii) the Special Servicer shall not permit the release, including in connection with a substitution contemplated by clause (vi) above, any collateral securing an outstanding Mortgage Loan, except as provided in Section 3.09(d) or Section 3.26, or except where a Mortgage Loan is satisfied, or except in the case of a release where (A) either (1) the use of the collateral to be released will not, in the good faith and reasonable judgment of the Special Servicer, materially and adversely affect the net operating income being generated by or the use of the related Mortgaged Property, or (2) there is a corresponding principal pay down of such Mortgage Loan in an amount at least equal to the appraised value of the collateral to be released (or substitute collateral with an appraised value at least equal to that of the collateral to be released, is delivered), (B) the remaining Mortgaged Property (together with any substitute collateral) is, in the Special Servicer's good faith and reasonable judgment, adequate security for the remaining Mortgage Loan and (C) such release would not, in and of itself, result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the Trustee by each Rating Agency); provided that the limitations, conditions and restrictions set forth in clauses (i) through (vii) above shall not apply to any act or event (including, without limitation, a release, substitution or addition of collateral) in respect of any Mortgage Loan that either occurs automatically, or results from the exercise of a unilateral option by the related Mortgagor within the meaning of Treasury Regulations Section 1.1001-3(c)(2)(iii), in any event under the terms of such Mortgage Loan in effect on the Closing Date (or, in the case of a Replacement Mortgage Loan, on the related date of substitution); provided, further, that, notwithstanding clauses (i) through (vii) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if, in its reasonable, good faith judgment, such opposition would not ultimately prevent the confirmation of such plan or one substantially similar; provided, further, that, notwithstanding clause (vii) above, neither the Master Servicer nor the Special Servicer shall be required to obtain any confirmation of the Certificate ratings from the Rating Agencies to grant, or to subordinate the lien of Mortgage Loans to, easements that do not materially affect the use or value of a Mortgaged Property or the Mortgagor's ability to make any payments with respect to the related Mortgage Loan. Notwithstanding anything to the contrary herein, the Special Servicer may agree to any waiver, modification or amendment of a Mortgage Loan that is not in default or as to which default is not reasonably foreseeable if it provides the Trustee with an Opinion of Counsel (at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be collected from the related Mortgagor or such other Person, to be paid by the Master Servicer as a Servicing Advance) to the effect that the contemplated waiver, modification or amendment (i) will not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either case, ) and (Aii) such Mortgage Loan is 90 days will not cause an Adverse REMIC Event or more past due or Adverse Grantor Trust Event. (Bb) Neither the Master Servicer delivers nor the Special Servicer shall have any liability to the Trustee an Opinion of Counsel to Trust, the effect Certificateholders or any other Person if its analysis and determination that such the modification, waiver, forbearance amendment 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 other action contemplated by Section 3.20 (a) is reasonably likely to produce a greater recovery with respect to such Mortgage Loan Certificateholders on a net present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis by the Special Servicer or the Master Servicer, as applicable, consistent with the Servicing Standard. Subject Each such determination shall be evidenced by an Officer's Certificate to Customary Servicing Procedures, such effect to be delivered by the Special Servicer may permit a forbearance to the Trustee and the Directing Certificateholder. The Special Servicer shall include with any such Officer's Certificate the supporting documentation forming the basis for a Mortgage Loan which in the Servicer's judgment is subject to imminent defaultits conclusion. (c) Any payment of interest, which interest that is deferred pursuant to any modification, waiver, forbearance or amendment permitted hereunder, Section 3.20(a) shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit or that such modification, waiver or amendment so permitinterest may actually be capitalized. (d) The Master Servicer (as to Performing Loans) and the Special Servicer (as to Specially Serviced Mortgage Loans) each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's or Special Servicer's, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable fee relating to such consent, modification, waiver or customary fee indulgence (not to exceed [___]% of the unpaid principal balance of the related Mortgage Loan) for the additional services performed in connection with such request, together with any related costs and expenses incurred by it; provided that the Servicer, which amount charging of such fees would not otherwise constitute a "significant modification" of the Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b). All such fees collected by the Master Servicer and/or the Special Servicer shall be retained by the Servicer allocable between such parties, as additional servicing compensationAdditional Master Servicing Compensation and Additional Special Servicing Compensation, respectively, as provided in Section 3.11. (e) The All modifications, waivers, amendments and other actions entered into or taken in respect of the Mortgage Loans pursuant to the preceding subsections of this Section 3.20 shall be in writing. Each of the Master Servicer and the Special Servicer shall notify the other such party, the Trustee, the Directing Certificateholder, in writing, of any modification, waiver, forbearance amendment or amendment of any term other action entered into or taken in respect of any Mortgage Loan pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in into the related Mortgage FileFile (with a copy to the other such party), an original counterpart of the agreement relating to such modification, waiver, forbearance amendment or amendmentother action, promptly (and in any event within ten [___] Business Days) following the execution thereof. In addition, following the execution of any modification, waiver or amendment agreed to by the Special Servicer pursuant to Section 3.20(a) above, the Special Servicer shall deliver to the Master Servicer and the Trustee an Officer's Certificate setting forth in reasonable detail the basis of the determination made by it pursuant to clause (ii) of Section 3.20(a). (f) With respect to any ARD Loan after its Anticipated Repayment Date, the Master Servicer shall be permitted to waive all or any accrued Excess Interest if, prior to the related maturity date, the related Mortgagor has requested the right to prepay the Mortgage Loan in full together with all payments required by the Mortgage Loan in connection with such prepayment except for all or a portion of accrued Excess Interest; providedprovided that the Master Servicer's determination to waive the right to such accrued Excess Interest is reasonably likely to produce a greater payment to Certificateholders on a net present value basis than a refusal to waive the right to such Excess Interest. Any such waiver shall not be effective until such payment is tendered. The Master Servicer shall have no liability to the Trust, howeverthe Certificateholders or any other person so long as such determination is based on such criteria. Notwithstanding anything contained in this Agreement to the foregoing, the Master Servicer shall be required to seek the consent of the Directing Certificateholder prior to waiving any Excess Interest. The Directing Certificateholder's consent to a waiver shall be deemed granted if the Directing Certificateholder fails to respond to such request within [___] Business Days of its receipt of such request. Except as permitted in Section 3.20(a), the Special Servicer shall have no right to waive the payment of Excess Interest. (g) The Master Servicer shall not be required to seek the consent of the Special Servicer or any Certificateholder or obtain any confirmation of the Certificate ratings from the Rating Agencies to approve the following modifications, waivers or amendments of the Mortgage Loans: (i) waivers of minor covenant defaults (other than financial covenants), including late financial statements; (ii) releases of (A) non-material parcels of a Mortgaged Property subject to condemnation; (B) parcels of a Mortgaged Property not given any value in the underwriting of the Mortgage Loan; or (C) similar non-material parcels of a Mortgaged Property; and (iii) grants of easements or subordinations of the lien of Mortgage Loans to easements that if do not materially affect the use or value of a Mortgaged Property or a borrower's ability to make any payments with respect to the related Mortgage Loan; provided that any such modification, waiver, forbearance waiver or amendment is required by applicable law (w) would not in any way affect a payment term of the Certificates, (x) would not constitute a "significant modification" of such Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event or Adverse Grantor Trust Event (y) agreeing to such modification, waiver or amendment would be recordedconsistent with the Servicing Standard, and (z) agreeing to such modification, waiver or amendment shall not violate the terms, provisions or limitations of this Agreement or any other document contemplated hereby. (h) In connection with granting an extension of the maturity date of any Mortgage Loan in accordance with Section 3.20(a), the Servicer (i) Special Servicer, in the case of a Specially Serviced Mortgage Loan, and the Master Servicer, in the case of a Performing Loan, shall each cause the related Mortgagor to agree, if it has not already done so pursuant to the existing loan documents, to thereafter deliver to the Trustee a copy thereof and (ii) shall deliver to Special Servicer, the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.Truste

Modifications, Waivers, Amendments and Consents. (a) Subject to Except as provided in Section 3.08(a) and this Section 3.21, the no Servicer may shall agree to enter into, or shall enter into, any modification, waiver, forbearance, forbearance or amendment of any term of any Mortgage Loan, unless such Mortgage Loan without the consent of the Trustee or any Certificateholderis a Defaulted Mortgage Loan. All modifications, waivers, forbearances or amendments of any Defaulted Mortgage Loan shall be in writing and shall be consistent with Customary Servicing Procedures. (b) The related Servicer may, with respect to any Defaulted Mortgage Loan, agree to any modification, waiver, forbearance, or amendment of any term of such Defaulted Mortgage Loan without the consent of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Custodian or any Certificateholder; provided, however, that no Servicer shall not agree to enter into, and or 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 Defaulted 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;; or (ii) in the such 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 is, in such Servicer's judgment, reasonably likely to produce a greater recovery with respect to such Mortgage Loan than would liquidation. Subject to the applicable Customary Servicing Procedures, the related Servicer may permit a forbearance for a Mortgage Loan which in the Servicer's judgment such Servicer has been advised would default if such forbearance is subject to imminent defaultnot granted. (c) Any payment of interest, interest which is deferred pursuant to any modification, waiver, forbearance or amendment permitted hereunder, 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. However, interest may be capitalized in accordance with a loan modification pursuant to Section 3.21(b). (d) The related Servicer may, to the extent permitted by applicable law or the terms of the Mortgage Loan, as a condition to granting any request by a Mortgagor for consent, modification, waiver, forbearance or amendment, the granting of which is within the such Servicer's discretion pursuant to the Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the such 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 such Servicer, which amount shall be retained by the such Servicer as additional servicing compensation. (e) The Each Servicer shall notify the TrusteeCertificate Administrator and the Master Servicer, in writing, of any modification, waiver, forbearance modification or amendment of any term of any Mortgage Loan it services and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance modification or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance modification or amendment is required by applicable law to be recorded, the such Servicer (i) shall deliver to the Trustee Custodian a copy thereof and (ii) shall deliver to the Trustee Custodian such document, with evidence of notification upon receipt thereof from the public recording office, if applicable. Such Servicer shall send a copy of any such notification to the Master Servicer promptly upon its receipt thereof.

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 Trust Estate 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 servicing compensationServicing 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 compensationServicing Compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject The Master Servicer (solely as to this Section 3.21Performing Loans) and the Special Servicer (as to Specially Serviced Mortgage Loans) each may, consistent with the Servicer may Servicing Standard, agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive or defer the payment of interest (including, without limitation, Default Interest and Excess Interest) on and principal of, forgive late payment charges and Prepayment Premiums 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 it is required to service and administer hereunder without the consent of the Trustee or any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to Section 3.02, Section 3.08, Section 3.21 and Section 3.28 and each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as provided in Sections 3.02, 3.08 and 3.20(g), the Master 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modificationLoan, waiver, forbearance, or amendment would: (i) that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunderunder such Mortgage Loan or affect the security for such Mortgage Loan, unless 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 notice of any Mortgagor’s request for such modification, waiver or amendment, the Master Servicer’s recommendations and analysis, and with all information reasonably available to the Master Servicer that the Special Servicer may reasonably request to withhold or grant any such consent, each of which shall be provided reasonably promptly in accordance with the Servicing Standard, (B) the Special Servicer shall decide whether to withhold or grant such consent in accordance with the Servicing Standard and (C) if any such request has not been expressly responded to within [___] Business Days of the Special Servicer’s receipt from the Master Servicer of the Master Servicer’s recommendations and analysis and all information reasonably requested thereby and reasonably available to the Master Servicer, as such time period may be extended if the Special Servicer is required to seek the consent of the Directing Certificateholder, any mezzanine lender, [or the Rating Agencies], to make an informed decision (or, if the Special Servicer did not request any information, within [___] Business Days from such notice), such consent shall be deemed to have been granted); (ii) other than as provided in Sections 3.02 and 3.08, the Special Servicer shall not agree to (or, in the case of a Performing Loan, consent to the Master Servicer's judgment’s agreeing to) any modification, materially impair waiver or amendment of any term of, or take (or, in the case of a Performing Loan, consent to the Master Servicer’s taking) any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the reasonable, good faith judgment of the Special Servicer, would add to, release, substitute for, or otherwise alter a material amount of the security for such Mortgage Loan, unless a material default on such Mortgage Loan has occurred or, in the reasonable, good faith judgment of the Special Servicer, a default in respect of payment on such Mortgage Loan is reasonably foreseeable, and such modification, waiver, amendment or reduce other action is reasonably likely to produce a greater recovery to the likelihood of timely payment of amounts due thereon; orCertificateholders on a net present value basis than would liquidation; (iii) otherwise constitute the Special Servicer shall not extend (or, in the case of a "Performing Loan, consent to the Master Servicer’s extending) the date on which any Balloon Payment is scheduled to be due on any Mortgage Loan to a date beyond the earliest of (A) five years prior to the Rated Final Distribution Date of the Certificates and (B) if such Mortgage Loan is secured by a Mortgage solely or primarily on the related Mortgagor’s leasehold interest in the related Mortgaged Property, twenty years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the Ground Lease, ten years) prior to the end of the then-current term of the related Ground Lease (plus any unilateral options to extend) of the Certificates; (iv) neither the Master Servicer nor the Special Servicer shall make or permit 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 result in an Adverse REMIC Event with respect to either of REMIC I or REMIC II; (v) subject to applicable law, the related loan documents and the Servicing Standard, neither the Master Servicer nor the Special Servicer shall permit any modification, waiver or amendment of any term of any Loan unless all related fees and expenses are paid by the related Mortgagor; (vi) the Special Servicer shall not permit (or, in the case of a Performing Loan, consent to the Master Servicer’s permitting) any Mortgagor to add or substitute any real estate collateral for its Mortgage Loan unless the Special Servicer shall have first determined in its reasonable, good faith judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations; and (vii) the Special Servicer shall not permit the release, including in connection with a substitution contemplated by clause (vi) above, any collateral securing an outstanding Mortgage Loan, except as provided in Section 3.09(d) or Section 3.26, or except where a Mortgage Loan [(or, in the case of a Cross-Collateralized Set, where such entire Cross-Collateralized Set)] is satisfied, or except in the case of a release where (A) either (1) the use of the collateral to be released will not, in the good faith and reasonable judgment of the Special Servicer, materially and adversely affect the net operating income being generated by or the use of the related Mortgaged Property, or (2) there is a corresponding principal pay down of such Mortgage Loan in an amount at least equal to the appraised value of the collateral to be released (or substitute collateral with an appraised value at least equal to that of the collateral to be released, is delivered), (B) the remaining Mortgaged Property (together with any substitute collateral) is, in the Special Servicer’s good faith and reasonable judgment, adequate security for the remaining Mortgage Loan and (C) such release would not, in and of itself, result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed by delivery of Rating Agency Confirmation to the Trustee by each Rating Agency); provided that the limitations, conditions and restrictions set forth in clauses (i) through (vii) above shall not apply to any act or event (including, without limitation, a release, substitution or addition of collateral) in respect of any Mortgage Loan that either occurs automatically, or results from the exercise of a unilateral option by the related Mortgagor within the meaning of Treasury Regulations Section 1.1001-3(c)(2)(iii), in any event under the terms of such Mortgage Loan in effect on the Closing Date (or, in the case of a Replacement Mortgage Loan, on the related date of substitution); provided, further, that, notwithstanding clauses (i) through (vii) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if, in its reasonable, good faith judgment, such opposition would not ultimately prevent the confirmation of such plan or one substantially similar; provided, further, that, notwithstanding clause (vii) above, neither the Master Servicer nor the Special Servicer shall be required to obtain Rating Agency Confirmation from the Rating Agencies to grant, or to subordinate the lien of Mortgage Loans to, easements that do not materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the related Mortgage Loan. Notwithstanding anything to the contrary herein, the Special Servicer may agree to any waiver, modification or amendment of a Mortgage Loan that is not in default or as to which default is not reasonably foreseeable if it provides the Trustee with an Opinion of Counsel (at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be collected from the related Mortgagor or such other Person, to be paid by the Master Servicer as a Servicing Advance) to the effect that the contemplated waiver, modification or amendment (i) will not be a “significant modification" ” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either case, ) and (Aii) such Mortgage Loan is 90 days will not cause an Adverse REMIC Event or more past due or Adverse Grantor Trust Event. (Bb) Neither the Master Servicer delivers nor the Special Servicer shall have any liability to the Trustee an Opinion of Counsel to Trust, the effect Certificateholders or any other Person if its analysis and determination that such the modification, waiver, forbearance amendment 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 other action contemplated by Section 3.20(a) is reasonably likely to produce a greater recovery with respect to such Mortgage Loan Certificateholders on a net present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis by the Special Servicer or the Master Servicer, as applicable, consistent with the Servicing Standard. Subject Each such determination shall be evidenced by an Officer’s Certificate to Customary Servicing Procedures, such effect to be delivered by the Special Servicer may permit a forbearance to the Trustee and the Directing Certificateholder. The Special Servicer shall include with any such Officer’s Certificate the supporting documentation forming the basis for a Mortgage Loan which in the Servicer's judgment is subject to imminent defaultits conclusion. (c) Any payment of interest, which interest that is deferred pursuant to any modification, waiver, forbearance or amendment permitted hereunder, Section 3.20(a) shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit or that such modification, waiver or amendment so permitinterest may actually be capitalized. (d) The Master Servicer (as to Performing Loans) and the Special Servicer (as to Specially Serviced Mortgage Loans) each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's ’s or Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable fee relating to such consent, modification, waiver or customary fee indulgence (not to exceed [___]% of the unpaid principal balance of the related Mortgage Loan) for the additional services performed in connection with such request, together with any related costs and expenses incurred by it; provided that the Servicer, which amount charging of such fees would not otherwise constitute a “significant modification” of the Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b). All such fees collected by the Master Servicer and/or the Special Servicer shall be retained by the Servicer allocable between such parties, as additional servicing compensationAdditional Master Servicing Compensation and Additional Special Servicing Compensation, respectively, as provided in Section 3.11. (e) The All modifications, waivers, amendments and other actions entered into or taken in respect of the Mortgage Loans pursuant to the preceding subsections of this Section 3.20 shall be in writing. Each of the Master Servicer and the Special Servicer shall notify the other such party, the Trustee, the Directing Certificateholder, in writing, of any modification, waiver, forbearance amendment or amendment of any term other action entered into or taken in respect of any Mortgage Loan pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in into the related Mortgage FileFile (with a copy to the other such party), an original counterpart of the agreement relating to such modification, waiver, forbearance amendment or amendmentother action, promptly (and in any event within ten [___] Business Days) following the execution thereof. In addition, following the execution of any modification, waiver or amendment agreed to by the Special Servicer pursuant to Section 3.20(a) above, the Special Servicer shall deliver to the Master Servicer and the Trustee an Officer’s Certificate setting forth in reasonable detail the basis of the determination made by it pursuant to clause (ii) of Section 3.20(a). (f) With respect to any ARD Loan after its Anticipated Repayment Date, the Master Servicer shall be permitted to waive all or any accrued Excess Interest if, prior to the related maturity date, the related Mortgagor has requested the right to prepay the Mortgage Loan in full together with all payments required by the Mortgage Loan in connection with such prepayment except for all or a portion of accrued Excess Interest; providedprovided that the Master Servicer’s determination to waive the right to such accrued Excess Interest is reasonably likely to produce a greater payment to Certificateholders on a net present value basis than a refusal to waive the right to such Excess Interest. Any such waiver shall not be effective until such payment is tendered. The Master Servicer shall have no liability to the Trust, howeverthe Certificateholders or any other person so long as such determination is based on such criteria. Notwithstanding anything contained in this Agreement to the foregoing, the Master Servicer shall be required to seek the consent of the Directing Certificateholder prior to waiving any Excess Interest. The Directing Certificateholder’s consent to a waiver shall be deemed granted if the Directing Certificateholder fails to respond to such request within [___] Business Days of its receipt of such request. Except as permitted in Section 3.20(a), the Special Servicer shall have no right to waive the payment of Excess Interest. (g) The Master Servicer shall not be required to seek the consent of the Special Servicer or any Certificateholder or obtain any Rating Agency Confirmation from the Rating Agencies to approve the following modifications, waivers or amendments of the Mortgage Loans: (i) waivers of minor covenant defaults (other than financial covenants), including late financial statements; (ii) releases of (A) non-material parcels of a Mortgaged Property subject to condemnation; (B) parcels of a Mortgaged Property not given any value in the underwriting of the Mortgage Loan; or (C) similar non-material parcels of a Mortgaged Property; and (iii) grants of easements or subordinations of the lien of Mortgage Loans to easements that if do not materially affect the use or value of a Mortgaged Property or a borrower’s ability to make any payments with respect to the related Mortgage Loan; provided that any such modification, waiver, forbearance waiver or amendment is required by applicable law (w) would not in any way affect a payment term of the Certificates, (x) would not constitute a “significant modification” of such Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event or Adverse Grantor Trust Event (y) agreeing to such modification, waiver or amendment would be recordedconsistent with the Servicing Standard, the Servicer (i) shall deliver to the Trustee a copy thereof and (iiz) shall deliver agreeing to the Trustee such documentmodification, with evidence of notification upon receipt thereof from the public recording office.waiver or amend

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, 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, forbearance, 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 without for which it is responsible, and respond to or approve Borrower requests for consent on the consent part of the Trustee or any Certificateholder. All modificationsmortgagee (including the lease reviews and lease consents related thereto), waiverssubject, forbearances or amendments however, to Sections 3.08 and/or 3.24, as applicable and, further to each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The 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 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modificationLoan, waiver, forbearance, or amendment would: that would (ix) affect the amount or timing of any related payment of principal, interest or other amount payable thereunderunder 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 expressly denied within fifteen (15) Business Days (or in connection with an Acceptable Insurance Default, ninety (90) days) of the Special Servicer’s receipt from the Master Servicer of the Master Servicer’s written recommendations and analysis and all information reasonably requested thereby and reasonably available to the Master Servicer in order to make an informed decision, such consent shall be deemed to have been granted; (ii) other than as provided in Sections 3.02, 3.08 and 3.20(e), the Special Servicer shall not agree to (or, in the case of a Performing Mortgage Loan, consent to the Master Servicer's judgment’s agreeing to) any modification, waiver or amendment of any term of, or take (or, in the case of a Performing Mortgage Loan, consent to the Master Servicer’s taking) any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the reasonable judgment of the Special Servicer, would materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or (iii) otherwise constitute Loan, unless a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either case, (A) material default on such Mortgage Loan has occurred or, in the reasonable judgment of the Special Servicer, a default with respect to payment on such Mortgage Loan at maturity or on an earlier date is 90 days or more past due or (B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect that such modificationreasonably foreseeable, waiver, forbearance or amendment would not affect the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC Special Servicer reasonably believes that there is a significant risk of such a default, and, in either case, such modification, waiver, forbearance amendment or amendment other action is reasonably likely to produce an equal or a greater recovery to Certificateholders, as a collective whole, on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be done at a rate determined by the Special Servicer but in no event less than the related Net Mortgage Rate, than would liquidation; (iii) neither the Master Servicer nor the Special Servicer shall extend the date on which any Balloon Payment is scheduled to be due on any Mortgage Loan to a date beyond the earlier of (A) two years prior to the Rated Final Distribution Date and (B) if such Mortgage Loan is secured by a Mortgage solely or primarily on the related Borrower’s leasehold interest in the related Mortgaged Property, 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the Ground Lease, ten years) prior to the end of the then current term of the related Ground Lease (plus any unilateral options to extend); (iv) neither the Master Servicer nor the Special Servicer shall make or permit 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 result in an Adverse REMIC Event with respect to any REMIC Pool (the Master Servicer and the Special Servicer shall not be liable for decisions made under this subsection which were made in good faith and each of them may rely on Opinions of Counsel in making such decisions); (v) in the event of a taking of any portion of any real property collateral securing an outstanding Mortgage Loan by a state, political subdivision or authority thereof, whether by condemnation, similar legal proceeding or by agreement in anticipation of such condemnation or other similar legal proceeding, the Master Servicer or the Special Servicer, as the case may be, shall apply the Condemnation Proceeds (or other similar award) and the net proceeds from the receipt of any insurance or tort settlement with respect to such real property to pay down the principal balance of the Mortgage Loan, unless immediately after the release of such portion of the real property collateral, the Master Servicer or the Special Servicer, as the case may be, reasonably believes that the Mortgage Loan than would liquidationremain “principally secured by an interest in real property” within the meaning of Section 1.860G-2(b)(7)(ii) or (iii) of the Treasury Regulations (taking into account the value of the real property continuing to secure such Mortgage Loan after any restoration of such real property), or as may be permitted by Rev. Proc. Subject to Customary Servicing Procedures2010-30, 2010-36 I.R.B. 316 (the Master Servicer and the Special Servicer may each rely on Opinions of Counsel in making such decisions, the Servicer may permit a forbearance for a costs of which shall be covered by, and reimbursable as, Servicing Advances); (vi) subject to applicable law, the related Mortgage Loan which in Documents and the Servicer's judgment is subject to imminent default. (c) Any payment of interestServicing Standard, which is deferred pursuant to neither the Master Servicer nor the Special Servicer shall permit any modification, waiver, forbearance waiver or amendment of any term of any Performing Mortgage Loan unless all related fees and expenses are paid by the Borrower; (vii) the Special Servicer shall not permit (or, in the case of a Performing Mortgage Loan, consent to the Master Servicer’s permitting) any Borrower to add or substitute any real estate collateral for its Mortgage Loan unless the Special Servicer shall have first (A) determined in its reasonable judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, at the expense of the related Borrower, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations and (B) received, at the expense of the related Borrower to the extent permitted hereunderto be charged by the holder of the Mortgage Loan under the related Mortgage Loan Documents, a Rating Agency Confirmation with respect to the addition or substitution of real estate collateral; and (viii) the Special Servicer shall notnot release (or, for purposes hereofin the case of a Performing Mortgage Loan, consent to the Master Servicer’s releasing), including, without limitation, in connection with a substitution contemplated by clause (vii) above, any real property collateral securing an outstanding Mortgage Loan, except as provided in Section 3.09(d), except as specifically required under the related Mortgage Loan Documents or except where a Mortgage Loan (or, in the case of a Cross-Collateralized Group, where such entire Cross-Collateralized Group) is satisfied, or except in the case of a release where (A) the Rating Agencies (subject to Section 3.27) have been notified in writing, and (B) if the collateral to be released has an appraised value in excess of $3,000,000, such release is the subject of a Rating Agency Confirmation; provided that the limitations, conditions and restrictions set forth in clauses (i) through (viii) above shall not apply to any act or event (including, without limitation, a release, substitution or addition of collateral) in respect of any Mortgage Loan that either occurs automatically, or results from the exercise of a unilateral option within the meaning of Treasury Regulations Section 1.1001-3(c)(3) by the related Borrower, in any event under the terms of such Mortgage Loan in effect on the Closing Date (or, in the case of a Replacement Mortgage Loan, on the related date of substitution) (provided, however, that in the case of any and all transactions involving a release of a lien on real property that secures a Mortgage Loan, such a lien release shall be permitted only if the related Mortgage Loan will continue to be “principally secured by real property” after the lien is released, or if it would not be, the release is permitted under IRS Revenue Procedure 2010-30, 2011-36 I.R.B. 316); and provided, further, that, notwithstanding clauses (i) through (vii) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Borrower under a Mortgage Loan if, in its reasonable judgment, such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (b) If any payment of interest on a Mortgage Loan is deferred pursuant to Section 3.20(a), then such payment of interest shall not, for purposes of calculating monthly distributions and reporting information to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit or that such modificationinterest may actually be capitalized; provided, waiver however, that this sentence shall not limit the rights of the Master Servicer or amendment so permitthe Special Servicer on behalf of the Trust to enforce any obligations of the related Borrower under such Mortgage Loan. (dc) The Each of the Master Servicer and the Special Servicer may, as a condition to its granting any request by a Mortgagor Borrower under a Mortgage Loan for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's ’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms of the related Mortgage Loan Documents and is permitted by the terms of this Agreement, require that such Mortgagor Borrower pay to the Servicer, as additional servicing compensation, it a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by it; provided that (A) the Servicer, which amount charging of such fees would not otherwise constitute a “significant modification” of the subject Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b); and (B) the right of the Special Servicer shall be retained by limited as set forth in the Servicer as additional servicing compensationdefinition of “Modification Fees”. (ed) The All modifications, amendments, material waivers and other material actions entered into or taken in respect of the Mortgage Loans pursuant to this Section 3.20 (other than waivers of Default Charges), and all material consents, shall be in writing. Each of the Special Servicer and the Master Servicer shall notify the other such party, each Rating Agency (subject to Section 3.27), the Certificate Administrator, the Trustee, the Subordinate Class Representative, the Majority Subordinate Certificateholder, in writing, of any material modification, waiver, forbearance amendment or amendment of any term other action entered into or taken thereby in respect of any Mortgage Loan pursuant to this Section 3.20 (other than waivers of Default Charges for which the consent of the Special Servicer is required under Section 3.02) and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) Custodian for deposit in the related Mortgage FileFile (with a copy to the other such party), an original counterpart of the agreement relating to such modification, waiver, forbearance amendment or amendmentother action agreed to or taken by it, promptly (and in any event within ten (10) Business Days) following the execution thereof; provided. In addition, however, that if following the execution of any such modification, waiver, forbearance waiver or amendment is required agreed to by applicable law the Special Servicer or the Master Servicer, as appropriate, pursuant to be recordedSection 3.20(a) above, the Special Servicer (i) or the Master Servicer, as applicable, shall deliver to the other such party, the Certificate Administrator, the Trustee a copy thereof and the Rating Agencies (subject to Section 3.27) an Officer’s Certificate certifying that all of the requirements of Section 3.20(a) have been met and, in the case of the Special Servicer, setting forth in reasonable detail the basis of the determination made by it pursuant to Section 3.20(a)(ii); provided that, if such modification, waiver or amendment involves an extension of the maturity of any Mortgage Loan, such Officer’s Certificate shall be so delivered before the modification, waiver or amendment is agreed to. (e) Notwithstanding anything in this Section 3.20 or in Section 3.08 and/or Section 3.24 to the contrary, the Master Servicer shall not be required to seek the consent of, or provide prior notice to, the Special Servicer or any Certificateholder or obtain any Rating Agency Confirmation (unless required by the Mortgage Loan Documents) in order to approve the following modifications, waivers or amendments of the Performing Mortgage Loans: (i) waivers of minor covenant defaults (other than financial covenants), including late financial statements; (ii) releases of non-material parcels of a Mortgaged Property (including, without limitation, any such releases (A) to which the related Mortgage Loan Documents expressly require the mortgagee thereunder to make such releases upon the satisfaction of certain conditions (and the conditions to the release that are set forth in the related Mortgage Loan Documents do not include the approval of the lender or the exercise of lender discretion (other than confirming the satisfaction of the other conditions to the release set forth in the related Mortgage Loan Documents that do not include any other approval or exercise)) and such release is made as required by the related Mortgage Loan Documents or (B) that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged Property); (iii) grants of easements or rights of way that do not materially affect the use or value of a Mortgaged Property or the Borrower’s ability to make any payments with respect to the related Mortgage Loan; (iv) granting other routine approvals, including the granting of subordination and nondisturbance and attornment agreements and consents involving routine leasing activities that affect less than the greater of (a) 30% of the net rentable area of the Mortgaged Property and (b) 30,000 square feet of the Mortgaged Property (but the Master Servicer shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.Subordinate Class Represen

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, 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, forbearance, 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 without for which it is responsible, and respond to or approve Borrower requests for consent on the consent part of the Trustee or any Certificateholder. All modificationsmortgagee (including the lease reviews and lease consents related thereto), waiverssubject, forbearances or amendments however, to Sections 3.08 and/or 3.24, as applicable and, further to each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The 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 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modificationLoan, waiver, forbearance, or amendment would: that would (ix) affect the amount or timing of any related payment of principal, interest or other amount payable thereunderunder 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 expressly denied within fifteen (15) Business Days (or in connection with an Acceptable Insurance Default, ninety (90) days) of the Special Servicer’s receipt from the Master Servicer of the Master Servicer’s written recommendations and analysis and all information reasonably requested thereby and reasonably available to the Master Servicer in order to make an informed decision, such consent shall be deemed to have been granted; (ii) other than as provided in Sections 3.02, 3.08 and 3.20(e), the Special Servicer shall not agree to (or, in the case of a Performing Mortgage Loan, consent to the Master Servicer's judgment’s agreeing to) any modification, waiver or amendment of any term of, or take (or, in the case of a Performing Mortgage Loan, consent to the Master Servicer’s taking) any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the reasonable judgment of the Special Servicer, would materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or (iii) otherwise constitute Loan, unless a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either case, (A) material default on such Mortgage Loan has occurred or, in the reasonable judgment of the Special Servicer, a default with respect to payment on such Mortgage Loan at maturity or on an earlier date is 90 days or more past due or (B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect that such modificationreasonably foreseeable, waiver, forbearance or amendment would not affect the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC Special Servicer reasonably believes that there is a significant risk of such a default, and, in either case, such modification, waiver, forbearance amendment or amendment other action is reasonably likely to produce an equal or a greater recovery to Certificateholders, as a collective whole, on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be done at a rate determined by the Special Servicer but in no event less than the related Net Mortgage Rate, than would liquidation; (iii) neither the Master Servicer nor the Special Servicer shall extend the date on which any Balloon Payment is scheduled to be due on any Mortgage Loan to a date beyond the earlier of (A) two years prior to the Rated Final Distribution Date and (B) if such Mortgage Loan is secured by a Mortgage solely or primarily on the related Borrower’s leasehold interest in the related Mortgaged Property, 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the related Ground Lease or Space Lease, ten years) prior to the end of the then current term of the related Ground Lease or Space Lease (plus any unilateral options to extend); (iv) neither the Master Servicer nor the Special Servicer shall make or permit 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 result in an Adverse REMIC Event with respect to any REMIC Pool (the Master Servicer and the Special Servicer shall not be liable for decisions made under this subsection which were made in good faith and each of them may rely on Opinions of Counsel in making such decisions); (v) in the event of a taking of any portion of any real property collateral securing an outstanding Mortgage Loan by a state, political subdivision or authority thereof, whether by condemnation, similar legal proceeding or by agreement in anticipation of such condemnation or other similar legal proceeding, the Master Servicer or the Special Servicer, as the case may be, shall apply the Condemnation Proceeds (or other similar award) and the net proceeds from the receipt of any insurance or tort settlement with respect to such real property to pay down the principal balance of the Mortgage Loan, unless immediately after the release of such portion of the real property collateral, the Master Servicer or the Special Servicer, as the case may be, reasonably believes that the Mortgage Loan than would liquidationremain “principally secured by an interest in real property” within the meaning of Section 1.860G-2(b)(7)(ii) or (iii) of the Treasury Regulations (taking into account the value of the real property continuing to secure such Mortgage Loan after any restoration of such real property), or as may be permitted by Rev. Proc. Subject to Customary Servicing Procedures2010-30, 2010-36 I.R.B. 316 (the Master Servicer and the Special Servicer may each rely on Opinions of Counsel in making such decisions, the Servicer may permit a forbearance for a costs of which shall be covered by, and reimbursable as, Servicing Advances); (vi) subject to applicable law, the related Mortgage Loan which in Documents and the Servicer's judgment is subject to imminent default. (c) Any payment of interestServicing Standard, which is deferred pursuant to neither the Master Servicer nor the Special Servicer shall permit any modification, waiver, forbearance waiver or amendment of any term of any Performing Mortgage Loan unless all related fees and expenses are paid by the Borrower; (vii) the Special Servicer shall not permit (or, in the case of a Performing Mortgage Loan, consent to the Master Servicer’s permitting) any Borrower to add or substitute any real estate collateral for its Mortgage Loan unless the Special Servicer shall have first (A) determined in its reasonable judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, at the expense of the related Borrower, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations and (B) received, at the expense of the related Borrower to the extent permitted hereunderto be charged by the holder of the Mortgage Loan under the related Mortgage Loan Documents, a Rating Agency Confirmation with respect to the addition or substitution of real estate collateral; and (viii) the Special Servicer shall notnot release (or, for purposes hereofin the case of a Performing Mortgage Loan, consent to the Master Servicer’s releasing), including, without limitation, in connection with a substitution contemplated by clause (vii) above, any real property collateral securing an outstanding Mortgage Loan, except as provided in Section 3.09(d), except as specifically required under the related Mortgage Loan Documents or except where a Mortgage Loan (or, in the case of a Cross-Collateralized Group, where such entire Cross-Collateralized Group) is satisfied, or except in the case of a release where (A) the Rating Agencies (subject to Section 3.27) have been notified in writing, and (B) if the collateral to be released has an appraised value in excess of $3,000,000, such release is the subject of a Rating Agency Confirmation; provided that the limitations, conditions and restrictions set forth in clauses (i) through (viii) above shall not apply to any act or event (including, without limitation, a release, substitution or addition of collateral) in respect of any Mortgage Loan that either occurs automatically, or results from the exercise of a unilateral option within the meaning of Treasury Regulations Section 1.1001-3(c)(3) by the related Borrower, in any event under the terms of such Mortgage Loan in effect on the Closing Date (or, in the case of a Replacement Mortgage Loan, on the related date of substitution) (provided, however, that in the case of any and all transactions involving a release of a lien on real property that secures a Mortgage Loan, such a lien release shall be permitted only if the related Mortgage Loan will continue to be “principally secured by real property” after the lien is released, or if it would not be, the release is permitted under IRS Revenue Procedure 2010-30, 2011-36 I.R.B. 316); and provided, further, that, notwithstanding clauses (i) through (vii) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Borrower under a Mortgage Loan if, in its reasonable judgment, such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (b) If any payment of interest on a Mortgage Loan is deferred pursuant to Section 3.20(a), then such payment of interest shall not, for purposes of calculating monthly distributions and reporting information to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit or that such modificationinterest may actually be capitalized; provided, waiver however, that this sentence shall not limit the rights of the Master Servicer or amendment so permitthe Special Servicer on behalf of the Trust to enforce any obligations of the related Borrower under such Mortgage Loan. (dc) The Each of the Master Servicer and the Special Servicer may, as a condition to its granting any request by a Mortgagor Borrower under a Mortgage Loan for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's ’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms of the related Mortgage Loan Documents and is permitted by the terms of this Agreement, require that such Mortgagor Borrower pay to the Servicer, as additional servicing compensation, it a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by it; provided that (A) the Servicer, which amount charging of such fees would not otherwise constitute a “significant modification” of the subject Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b); and (B) the right of the Special Servicer shall be retained by limited as set forth in the Servicer as additional servicing compensationdefinition of “Modification Fees”. (ed) The All modifications, amendments, material waivers and other material actions entered into or taken in respect of the Mortgage Loans pursuant to this Section 3.20 (other than waivers of Default Charges), and all material consents, shall be in writing. Each of the Special Servicer and the Master Servicer shall notify the other such party, each Rating Agency (subject to Section 3.27), the Certificate Administrator, the Trustee, the Subordinate Class Representative, the Majority Subordinate Certificateholder, in writing, of any material modification, waiver, forbearance amendment or amendment of any term other action entered into or taken thereby in respect of any Mortgage Loan pursuant to this Section 3.20 (other than waivers of Default Charges for which the consent of the Special Servicer is required under Section 3.02) and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) Custodian for deposit in the related Mortgage FileFile (with a copy to the other such party), an original counterpart of the agreement relating to such modification, waiver, forbearance amendment or amendmentother action agreed to or taken by it, promptly (and in any event within ten (10) Business Days) following the execution thereof; provided. In addition, however, that if following the execution of any such modification, waiver, forbearance waiver or amendment is required agreed to by applicable law the Special Servicer or the Master Servicer, as appropriate, pursuant to be recordedSection 3.20(a) above, the Special Servicer (i) or the Master Servicer, as applicable, shall deliver to the other such party, the Certificate Administrator, the Trustee a copy thereof and the Rating Agencies (subject to Section 3.27) an Officer’s Certificate certifying that all of the requirements of Section 3.20(a) have been met and, in the case of the Special Servicer, setting forth in reasonable detail the basis of the determination made by it pursuant to Section 3.20(a)(ii); provided that, if such modification, waiver or amendment involves an extension of the maturity of any Mortgage Loan, such Officer’s Certificate shall be so delivered before the modification, waiver or amendment is agreed to. (e) Notwithstanding anything in this Section 3.20 or in Section 3.08 and/or Section 3.24 to the contrary, the Master Servicer shall not be required to seek the consent of, or provide prior notice to, the Special Servicer or any Certificateholder or obtain any Rating Agency Confirmation (unless required by the Mortgage Loan Documents) in order to approve the following modifications, waivers or amendments of the Performing Mortgage Loans: (i) waivers of minor covenant defaults (other than financial covenants), including late financial statements; (ii) shall deliver releases of non-material parcels of a Mortgaged Property (including, without limitation, any such releases (A) to which the related Mortgage Loan Documents expressly require the mortgagee thereunder to make such releases upon the satisfaction of certain conditions (and the conditions to the Trustee release that are set forth in the related Mortgage Loan Documents do not include the approval of the lender or the exercise of lender discretion (other than confirming the satisfaction of the other conditions to the release set forth in the related Mortgage Loan Documents that do not include any other approval or exercise)) and such documentrelease is made as required by the related Mortgage Loan Documents or (B) that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged Property); (iii) grants of easements or rights of way that do not materially affect the use or value of a Mortgaged Property or the Borrower’s ability to make any payments with evidence respect to the related Mortgage Loan; (iv) granting other routine approvals, including the granting of notification upon receipt thereof from subordination and nondisturbance and attornment agreements and consents involving routine leasing activities that both do not involve a ground lease or lease of an outparcel and affect an area less than the public recording office.greater of (a) 30% of the net rentable area of the improvements at the Mortgaged Prop

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 any of the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC and, in either case, such modification, waiver, forbearance or amendment is reasonably likely likely, in the Servicer's judgment, 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 servicing compensationServicing 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 compensationServicing Compensation. (ed) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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 Securities Administrator, 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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (A) such Mortgage Loan is 90 days or more past due or (B) the Servicer delivers to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such modification, waiver, forbearance or amendment would not affect the REMIC status of either any of the Upper-Tier REMIC, Middle-Tier REMIC or the Lower-Tier REMIC and, in either case, such modification, waiver, forbearance or amendment is reasonably likely likely, in the Servicer's judgment, 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 servicing compensationServicing 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 compensationServicing Compensation. (e) The Servicer shall notify the Securities Administrator and the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) a copy thereof and (ii) shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, the each Servicer may agree to any modification, waiver, forbearance, or amendment of any term of any Mortgage Loan serviced by such Servicer 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 A 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 such 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 constitutes 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 such 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 Trust Estate 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 either Servicer may permit a forbearance for a Mortgage Loan serviced by such Servicer which in the such 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 Either 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 such Servicer's discretion pursuant to the Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the such 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 such Servicer, which amount shall be retained by the such Servicer as additional servicing compensation. (e) The Each Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan serviced by such Servicer and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the related Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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 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. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 any of the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC and, in either case, such modification, waiver, forbearance or amendment is reasonably likely likely, in the Servicer's judgment, 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.[Reserved] (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 servicing compensationServicing 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 compensationServicing Compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21The Master Servicer and the Special Servicer each may, consistent with the Servicer may Servicing Standard, agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive or defer the payment of interest (including, without limitation, Default Interest and Additional Interest) on and principal of, forgive late payment charges and Prepayment Premiums 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 it is required to service and administer hereunder, without the consent of the Trustee or any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as expressly provided in Section 3.02 (with respect to Default Charges), Section 3.08 (with respect to due-on-sale and due-on-encumbrance clauses) and Section 3.20(f) (with respect to Additional Interest), the Master 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modification, waiver, forbearance, or amendment would: (i) it is required to service and administer hereunder that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (ii) thereunder or, in the Master Servicer's good faith and reasonable judgment, materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; the Special Servicer may, however, 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, a Specially Serviced Mortgage Loan that would have any such effect, but only if a material default on such Mortgage Loan has occurred or (iii) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe Special Servicer's reasonable and good faith judgment, (A) a default in respect of payment on 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 reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery to Certificateholders (as a collective whole) on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate (or, in the case of a Hyper-Amortization Loan after its Anticipated Repayment Date, the related Net Mortgage Rate in effect immediately prior to such Anticipated Repayment Date)), than would liquidation; (ii) the Special Servicer may not, in connection with any particular extension, extend the maturity date of any Specially Serviced Mortgage Loan beyond November 20, 2025; (iii) neither the Master Servicer nor the Special Servicer shall make or permit any modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.20(a) or in Section 3.08 with respect to, any Mortgage Loan that would (A) cause REMIC I or REMIC II to fail to qualify as a REMIC under the Code -121- or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day of either such REMIC under the REMIC Provisions or (B) cause any Mortgage Loan to cease to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (neither the Master Servicer nor the Special Servicer shall be liable for decisions made under this subsection which were made in good faith and, unless it would constitute bad faith or negligence to do so, each of the Master Servicer and the Special Servicer may rely on Opinions of Counsel in making such decisions); (iv) neither the Master Servicer nor the Special Servicer shall permit any Mortgagor to add or substitute any collateral for an outstanding Mortgage Loan, which additional or substitute collateral constitutes real property, unless the Special Servicer shall have first determined in accordance with the Servicing Standard, based upon a Phase I Environmental Assessment (and such additional environmental testing as the Special Servicer deems necessary and appropriate) prepared by an Independent Person who regularly conducts Phase I Environmental Assessments (and such additional environmental testing), at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations; and (v) neither the Master Servicer nor the Special Servicer shall release any collateral securing an outstanding Mortgage Loan (including, without limitation, as part of a substitution of collateral), except in connection with a payment in full or, subject to the other provisions of this Section 3.20, a discounted payoff of such Mortgage Loan, or except as provided in Section 3.09(d), or except where the Rating Agencies have been notified in writing and (A) either (1) the use of the collateral to be released will not, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, materially and adversely affect the Net Operating Income being generated by or the use of the related Mortgaged Property, or (2) there is a corresponding principal paydown of such Mortgage Loan in an amount at least equal to, or a delivery of substitute collateral with an appraised value at least equal to, the appraised value of the collateral to be released, (B) the remaining Mortgaged Property and any substitute collateral is, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, adequate security for the remaining Mortgage Loan and (C) if the collateral that is being released has an Appraised Value in excess of $3,000,000, ▇▇▇▇▇'▇ has confirmed in writing that such release and/or substitution would not result in the downgrade, qualification or withdrawal of the rating then assigned by ▇▇▇▇▇'▇ to any Class of Certificates; (1) the limitations, conditions and restrictions set forth in clauses (i) through (v) above shall not apply to any of the acts referenced in this Section 3.20(a) in respect of any Mortgage Loan that is expressly provided for, or that the related Mortgagor is permitted to effect without the mortgagee's consent, in any event under the terms of such Mortgage Loan in effect on the Closing Date, and (2) notwithstanding clauses (i) through (v) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (b) The Special Servicer shall have no liability to the Trust, the Certificateholders or any other Person if its analysis and determination that the modification, waiver, amendment or other action contemplated by Section 3.20 (a) is reasonably likely to produce a greater recovery to Certificateholders on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in good faith by the Special Servicer and the Special Servicer has complied with the Servicing Standard in ascertaining the pertinent facts. Subject Each such determination shall be evidenced by an Officer's Certificate to Customary Servicing Procedures, such effect to be delivered by the Special Servicer may permit a forbearance for a Mortgage Loan which in to the Servicer's judgment is subject to imminent defaultTrustee. (c) Any payment of interest, which is deferred pursuant to any modification, waiver, forbearance or amendment permitted hereunderSection 3.20(a), shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit or that such modification, waiver or amendment so permitinterest may actually be capitalized. (d) The Master Servicer and the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing (except with respect to any waiver pursuant to subsection (f) below), the granting of which is within the Master Servicer's or Special Servicer's, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable or and customary fee (not to exceed 1.0% of the unpaid principal balance of the related Mortgage Loan) 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 compensationit. (e) The All modifications, waivers, amendments and other actions entered into or taken in respect of the Mortgage Loans pursuant to the preceding subsections of this Section 3.20 shall be in writing. Each of the Master Servicer and the Special Servicer shall notify the other such party and the Trustee, in writing, of any modification, waiver, forbearance amendment or amendment of any term other action entered into or taken in respect of any Mortgage Loan pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in the related Mortgage FileFile (with a copy to the other such party), an original counterpart of the agreement relating to such modification, waiver, forbearance amendment or amendmentother action, promptly (and in any event within ten 10 Business Days) following the execution thereof; provided. In addition, however, that if following the execution of any such modification, waiver, forbearance waiver or amendment is required agreed to by applicable law the Special Servicer pursuant to be recordedSection 3.20(a) above, the Special Servicer (i) shall deliver to the Master Servicer and the Trustee an Officer's Certificate setting forth in reasonable detail the basis of the determination made by it pursuant to clause (i) of Section 3.20(a). (f) With respect to any Hyper-Amortization Loan after its Anticipated Repayment Date, the Master Servicer shall be permitted, in its discretion, to waive (such waiver to be in writing addressed to the related Mortgagor, with a copy thereof and (ii) shall deliver to the Trustee Trustee) all or any accrued Additional Interest if, prior to the related maturity date, the related Mortgagor has requested the right to prepay the Mortgage Loan in full together with all payments required by the Mortgage Loan in connection with such documentprepayment except for all or a portion of accrued Additional Interest, with evidence provided that the Master Servicer's determination to waive the right to such accrued Additional Interest is reasonably likely to produce a greater payment to Certificateholders on a present value basis (the relevant discounting of notification upon receipt thereof from anticipated collections that will be distributable to Certificateholders to be performed at the public recording officerelated Net Mortgage Rate in effect immediately prior to the related Anticipated Repayment Date) than a refusal to waive the right to such Additional Interest. The Master Servicer will have no liability to the Trust, the Certificateholders or any other person so long as such determination is based on such criteria.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.212.20, the Servicer may agree to any modification, waiver, forbearance, or amendment of any term of any BANA Mortgage Loan without the consent of the Master Servicer, the Securities Administrator, the Trustee or any Certificateholder. All modifications, waivers, forbearances or amendments of any BANA 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 3.132.12, which waiver, if any, shall be governed by Section 3.132.12), forbearance or amendment of any term of any BANA Mortgage Loan if such modification, waiver, forbearance, or amendment would: (i) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) in the Servicer's judgment, materially impair the security for such BANA Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either case, ; (A) such the Mortgagor is in default with respect to the BANA Mortgage Loan is 90 days or more past due or such default is, in the judgment of the Servicer, reasonably foreseeable, and (B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect has reasonably determined that such modification, waiver, forbearance or amendment would not affect is in the REMIC status best interests of either the Upper-Tier REMIC Certificateholders. For the avoidance of doubt, a modification, waiver, forbearance, or amendment shall be deemed to be in the Lower-Tier REMIC and, in either case, best interests of the Certificateholders if the Servicer determines that such modification, waiver, forbearance or amendment is reasonably likely to produce a greater recovery with respect to such increase the proceeds of the related BANA Mortgage Loan than would liquidationover the amount expected to be collected pursuant to foreclosure. Subject to Customary Servicing Procedures, the Servicer may permit a forbearance for a BANA 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 BANA Mortgage Loan, notwithstanding that the terms of such BANA 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 BANA Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor 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 Servicerit, which amount shall be retained by the Servicer as additional servicing compensation. (e) The Servicer shall notify the TrusteeMaster Servicer, in writing, of any modification, waiver, forbearance or amendment of any term of any BANA Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) a copy thereof and (ii) shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) such document, with evidence of notification upon receipt thereof from the public recording office.

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 any 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 servicing compensationServicing 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 compensationServicing Compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, The Master Servicer and the Special Servicer each may agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive interest 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 or Loan Group it is required to service and administer hereunder, without the consent of the Trustee or Trustee, any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as provided in Sections 3.02 and 3.08, the Master Servicer (in such capacity) 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modification, waiver, forbearance, or amendment would: Loan Group that would (iA) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; , (iiB) affect the obligation of the related Mortgagor to pay any Prepayment Premium or permit a Principal Prepayment during any period when the terms of the Mortgage Loan or Loan Group prohibit the making of Principal Prepayments or, (C) in the Master Servicer's good faith and reasonable judgment, materially impair the security for such Mortgage Loan or Loan Group or reduce the likelihood of timely payment of amounts due thereon; or the Special Servicer (iiiin such capacity) otherwise constitute may, however, 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, a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unlessSpecially Serviced Mortgage Loan that would have any such effect, but only if, in either casethe Special Servicer's reasonable and good faith judgment, (A) a material default on such Mortgage Loan or Loan Group has occurred or a default in respect of payment on such Mortgage Loan or Loan Group is 90 days or more past due or (B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect that reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery to Certificateholders on a present value basis, than would liquidation; (ii) any such action taken by the Special Servicer shall be accompanied by an Officer's Certificate to such effect and to which is attached the present value calculation which establishes the basis for such determination, a copy of which shall be delivered to the Trustee for delivery to the Rating Agencies; (iii) neither the Master Servicer nor the Special Servicer may extend the Stated Maturity Date of any Mortgage Loan or Companion Loan beyond the date that is two years prior to the Rated Final Distribution Date and, in the case of any Mortgage Loan or Companion Loan that is secured solely by a Ground Lease, the Master Servicer or the Special Servicer, as the case may be, shall give due consideration to the remaining term of such Ground Lease prior to extending the Stated Maturity Date of the Mortgage Loan or Companion Loan; (iv) neither the Master Servicer nor the Special Servicer shall make or permit any modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.20(a) or clause (h) of Section 3.19 with respect to, any Mortgage Loan or Companion Loan that would (A) cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)) result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day of any such REMIC under the REMIC Provisions or (B) cause any Mortgage Loan or Companion Loan to cease to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (neither the Master Servicer nor the Special Servicer shall be liable for judgments as regards decisions made under this subsection which were made in good faith and, unless it would constitute bad faith or negligence to do so, each of the Master Servicer and the Special Servicer may rely on opinions of counsel in making such decisions); (v) neither the Master Servicer nor the Special Servicer shall permit any Mortgagor to add or substitute any collateral for an outstanding Mortgage Loan or Loan Group, which collateral constitutes real property, unless the Master Servicer or the Special Servicer, as the case may be, shall have first determined, in its reasonable and good faith judgment, based upon an Environmental Assessment performed within the twelve months prior to such determination (and such additional environmental testing as the Master Servicer or Special Servicer, as the case may be, deems necessary and appropriate) prepared by an Independent Person who regularly conducts Environmental Assessments (and such additional environmental testing), at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations; (vi) neither the Master Servicer nor the Special Servicer shall release or substitute any collateral securing an outstanding Mortgage Loan or Loan Group except as provided in Sections 3.08 and 3.09(d) and except in the case of a release where (A) the use of the collateral to be released will not, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, materially and adversely affect the Net Operating Income being generated by or the use of the related Mortgaged Property, (B) there is a corresponding principal paydown of such Mortgage Loan or Loan Group in an amount at least equal to, or a delivery of substitute collateral with an Appraised Value at least equal to, the Appraised Value of the collateral to be released, (C) the remaining Mortgaged Property and any substitute collateral is, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, adequate security for the remaining Mortgage Loan or Loan Group and (D) the Master Servicer or Special Servicer, as applicable, has received Rating Agency Confirmation with respect to such release or substitution; provided that (x) the limitations, conditions and restrictions set forth in clauses (i) through (vi) above shall not apply to any modification of any term of any Mortgage Loan or Loan Group or any other acts referenced in this Section 3.20(a) that is required under the terms of such Mortgage Loan or Loan Group in effect on the Closing Date and that is solely within the control of the related Mortgagor, and (y) notwithstanding clauses (i) through (vi) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. Neither the Master Servicer nor the Special Servicer may extend the Maturity Date on any Mortgage Loan or Loan Group except pursuant to this Section 3.20(a) or as otherwise required under the related loan documents; and (vii) the Master Servicer shall not consent to any assumption of a Mortgage Loan or Loan Group or release of any earnout reserve amounts with respect to any Specified Earnout Reserve Loan unless the Special Servicer shall have approved such assumption or release in writing. (b) Neither the Master Servicer nor the Special Servicer shall have any liability to the Trust Fund, the Certificateholders or any other Person if its analysis and determination that the modification, waiver, amendment or other action contemplated by Section 3.20 (a) is reasonably likely to produce a greater recovery to Certificateholders on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in good faith by the Master Servicer or Special Servicer and the Master Servicer or Special Servicer was not negligent in ascertaining the pertinent facts. Subject The Master Servicer shall not have any liability to Customary Servicing Proceduresthe Trust Fund, the Servicer may permit a forbearance for a Mortgage Loan which in Certificateholders or any other Person with respect to the Special Servicer's judgment is subject to imminent defaultapproval, disapproval or delay in processing any assumption or earnout release as provided in Section 3.20(a)(vii). (c) Any payment of interest, which is deferred pursuant to any modification, waiver, forbearance waiver 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 or Companion Loan, notwithstanding that the terms of such Mortgage Loan or Companion Loan or such modification, waiver or amendment so permit. (d) The Master Servicer and, with respect to a Specially Serviced Mortgaged Loan, the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's or the Special Servicer's discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Loan Group and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable or customary fee (not to exceed 1.0% of the unpaid principal balance of the related Mortgage Loan or Loan Group) 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 compensationit. (e) The Except for waivers of Penalty Charges and notice periods, all material modifications, waivers and amendments of the Mortgage Loans or Loan Groups entered into pursuant to this Section 3.20 shall be in writing. (f) Each of the Master Servicer and the Special Servicer shall notify the TrusteeTrustee and such other party, in writing, of any modification, waiver, forbearance waiver (other than a waiver of Penalty Charges) or amendment of any term of any Mortgage Loan or Loan Group and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance waiver or amendment, promptly (and in any event within ten 10 Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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 constitutes a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either each 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 Trust Estate 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 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. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.213.23, 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 3.133.14, which waiver, if any, shall be governed by Section 3.133.14), forbearance or amendment of any term of any Mortgage Loan if such modification, waiver, forbearance, or amendment would: (i) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 any of the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC andREMIC. Notwithstanding the foregoing, in either case, such modification, waiver, forbearance or amendment no Opinion of Counsel need be delivered if the purpose of the modification is reasonably likely to produce a greater recovery with respect to such Mortgage Loan than would liquidation. Subject to Customary Servicing Procedures, reduce the Servicer may permit a forbearance for Monthly Payment on 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 result of a Mortgagor for consent, modification, waiver, forbearance or amendment, the granting of which is within the Servicer's discretion pursuant to partial Principal Prepayment; provided that the Mortgage Loan and is permitted fully amortized by the terms of this Agreement, require that such Mortgagor 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. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.its original

Modifications, Waivers, Amendments and Consents. (a) Subject to this Sections 3.20(b) through 3.20(k), as well as Section 3.213.08, Section 3.26, Section 3.27 and Section 3.28, and further subject to any applicable intercreditor, co-lender or similar agreement (including, with respect to a Serviced Loan Combination, the related Co-Lender Agreement), the applicable Master Servicer may (to the extent provided in Section 3.02(a) and Section 3.20(h) below) and the Special Servicer may, on behalf of the Trustee, agree to any modification, waiver, forbearance, waiver or amendment of any term of any Serviced Mortgage Loan (including, subject to Section 3.20(h), the lease reviews and lease consents related thereto) without the consent of the Trustee or any Certificateholder. Neither a Master Servicer nor the Special Servicer (in its respective capacity as such) may agree with the related Mortgagor to any modification, extension, waiver or amendment of an Outside Serviced Trust Mortgage Loan. (b) All modifications, waivers, forbearances waivers or amendments of any Serviced Mortgage Loan (including, subject to Section 3.20(h), the lease reviews and lease consents related thereto) shall be in writing and shall be consistent considered and effected in accordance with Customary the Servicing Procedures. (b) The Standard; provided, however, that neither a Master Servicer nor the Special Servicer, as applicable, shall not agree to enter intomake or permit or consent to, and shall not enter intoas applicable, 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 Serviced Mortgage Loan if not otherwise permitted by this Section 3.20 that would constitute a "significant modification" of such Serviced Mortgage Loan within the meaning of Treasury regulations section 1.860G-2(b). (c) Except as provided in Section 3.20(d) and the last sentence of Section 3.02(a), neither a Master Servicer nor the Special Servicer, on behalf of the Trustee, shall agree or consent to any modification, waiver, forbearance, waiver or amendment of any term of any Serviced Mortgage Loan that would: (i) affect the amount or timing of any related payment of principal, interest or other amount (including Prepayment Premiums or Yield Maintenance Charges, but excluding Penalty Interest, late payment charges and amounts payable as additional servicing compensation) payable thereunder; (ii) affect the obligation of the related Mortgagor to pay a Prepayment Premium or Yield Maintenance Charge or permit a Principal Prepayment during any period in which the related Mortgage Note prohibits Principal Prepayments; (iii) except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(d), result in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as determined by an appraisal by an Independent Appraiser delivered to the Special Servicer at the expense of the related Mortgagor and upon which the Special Servicer may conclusively rely) of the property to be released (other than in connection with a taking of all or part of the related Mortgaged Property or REO Property for not less than fair market value by exercise of the power of eminent domain or condemnation or casualty or hazard losses with respect to such Mortgaged Property or REO Property); or (iv) except as provided in Section 3.08, permit the transfer or transfers of (A) the related Mortgaged Property or any interest therein or (B) equity interests in the Mortgagor or any equity owner of the Mortgagor that would result, in the aggregate during the term of the related Trust Mortgage Loan, in a transfer greater than 49% of the total interest in the subject Mortgagor and/or any equity owner of the related Mortgagor or a transfer of voting control in the related Mortgagor or an equity owner of the related Mortgagor; (v) except as provided in Section 3.08, permit the further encumbrance of the related Mortgaged Property with additional debt; or (vi) in the reasonable, good faith judgment of the Special Servicer's judgment, otherwise materially impair the security for such Serviced Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or. (d) Notwithstanding Section 3.20(c), but subject to Section 3.26, Section 3.27, Section 3.28 and the second paragraph of this Section 3.20(d), and further subject to any applicable co-lender, intercreditor or similar agreement, including any related Co-Lender Agreement, the Special Servicer may (i) reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the amount of the Periodic Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate, (iii) otherwise constitute forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a "significant modification" within Specially Serviced Mortgage Loan, (iv) extend the meaning maturity date of Treasury Regulations Section 1.860G-2(b)any Specially Serviced Mortgage Loan, or (v) accept a Principal Prepayment on any Specially Serviced Mortgage Loan during any Lockout Period; unless, in either case, provided that (A) such the related Mortgagor is in default with respect to the Specially Serviced Mortgage Loan or, in the reasonable, good faith judgment of the Special Servicer, such default is 90 days or more past due or reasonably foreseeable, and (B) in the reasonable, good faith judgment of the Special Servicer, such modification would increase the recovery on the Serviced Mortgage Loan to Certificateholders on a net present value basis (the relevant discounting of amounts that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate). In the case of every other modification, waiver or consent, the Special Servicer delivers to the Trustee shall determine and may rely on an Opinion of Counsel (which Opinion of Counsel shall be an expense of the Trust Fund to the extent not paid by the related Mortgagor) to the effect that such modification, waiver, forbearance waiver or amendment would not affect both (1) effect an exchange or reissuance of the Serviced Mortgage Loan under Treasury regulation section 1.860G-2(b) of the Code and (2) cause any REMIC Pool to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC status Provisions. In no event will the Special Servicer: (i) extend the maturity date of either the Upper-Tier REMIC or the Lower-Tier REMIC anda Serviced Trust Mortgage Loan beyond a date that is two (2) years (or, in either casethe case of an ARD Trust Mortgage Loan, five (5) years) prior to the Rated Final Distribution Date or, in connection with any such modificationextension, waiverin no event shall the Special Servicer reduce the Mortgage Rate of a Serviced Trust Mortgage Loan to less than the least of (A) the original Mortgage Rate of such Serviced Trust Mortgage Loan, forbearance (B) the highest fixed Pass-Through Rate of any Class of Principal Balance Certificates then outstanding and (C) a rate below the then prevailing interest rate for comparable loans, as determined by the Special Servicer; (ii) if the subject Serviced Trust Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee simple interest), extend the maturity date of such Serviced Trust Mortgage Loan beyond a date which is less than 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of such Ground Lease, 10 years) prior to the expiration of the term of such Ground Lease; or amendment is reasonably likely to produce (iii) permit the substitution of a greater recovery Mortgaged Property or any material portion thereof (other than as expressly provided in the related loan documents) unless it has received written confirmation from each Rating Agency that such action will not result in an Adverse Rating Event with respect to such the Certificates (and if a Specially Designated Non-Trust Mortgage Loan than is involved, without receiving prior written confirmation from each applicable Other Rating Agency that such action would liquidation. Subject not result in an Adverse Rating Event with respect to Customary Servicing Procedures, the Servicer may permit a forbearance for a any related Specially Designated Non-Trust Mortgage Loan which Securities). The determination of the Special Servicer contemplated by clause (B) of the proviso to the first sentence of the first paragraph of this Section 3.20(d) shall be evidenced by an Officer's Certificate to such effect delivered to the Trustee and the applicable Master Servicer and describing in reasonable detail the basis for the Special Servicer's judgment is subject determination. The Special Servicer shall append to imminent defaultsuch Officer's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination. (ce) Any payment of interestSubject to Section 3.11, which is deferred pursuant the Special Servicer or, with respect to any modificationsubsection (h) below, 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 applicable Master Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Servicer's its discretion pursuant to the terms of the instruments evidencing or securing the related Serviced Trust Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicer, it: (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request, together with provided that such fee would not itself be a "significant modification" pursuant to Treasury regulations section 1.1001-3(e)(2); and (ii) any related costs and expenses incurred by it. In no event shall the Servicer, which amount shall Special Servicer or a Master Servicer be retained by entitled to payment for such fees or expenses unless such payment is collected from the Servicer as additional servicing compensationrelated Mortgagor. (ef) The Special Servicer shall notify the applicable Master Servicer, any related Sub-Servicers, the Trustee, the Controlling Class Representative (and, with respect to any Serviced Loan Combination, and the related Serviced Non-Trust Mortgage Loan Noteholder(s)) and the respective Rating Agencies, in writing, of any material modification, waiver, forbearance waiver or amendment of any term of any Serviced Trust Mortgage Loan (including fees charged the related Mortgagor) and the date thereof, and shall deliver to the Trustee Custodian (or, at with a copy to the direction of the Trustee, the Custodianapplicable Master Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof; provided, however, that if . Copies of each agreement whereby any such modification, waiver, forbearance waiver or amendment of any term of any Trust Mortgage Loan is effected shall be made available for review upon prior request during normal business hours at the offices of the Special Servicer pursuant to Section 3.15 hereof. (g) A Master Servicer shall not permit defeasance of any Serviced Trust Mortgage Loan (x) on or before the earliest date on which defeasance is permitted under the terms of such Serviced Trust Mortgage Loan, and (y) in a manner that is inconsistent with the terms of such Serviced Trust Mortgage Loan. Unless and except to the extent the applicable Master Servicer is precluded from preventing such defeasance by the related Trust Mortgage Loan documents or otherwise, the applicable Master Servicer will not permit defeasance of any Serviced Trust Mortgage Loan, unless: (i) the defeasance collateral consists of "Government Securities" within the meaning of the Investment Company Act of 1940, as amended, (ii) the applicable Master Servicer has determined that the defeasance will not result in an Adverse REMIC Event (provided that the applicable Master Servicer shall be entitled to rely conclusively on an Opinion of Counsel to that effect), (iii) the applicable Master Servicer has notified the Rating Agencies, (iv) to the extent the defeasance of the subject Serviced Trust Mortgage Loan or, if a Serviced Loan Combination is involved, any related Specially Designated Non-Trust Mortgage Loan is required by the then-current applicable law rating agency criteria to be recordedreviewed by a Rating Agency or, if applicable, an Other Rating Agency, such Rating Agency and/or, if applicable, Other Rating Agency has confirmed that such defeasance will not result in an Adverse Rating Event with respect to any Class of Certificates or related Specially Designated Non-Trust Mortgage Loan Securities to which a rating has been assigned by such rating agency (provided that, no confirmation from any Rating Agency shall be required if the Servicer subject Serviced Trust Mortgage Loan being defeased, together with all Trust Mortgage Loans cross-collateralized with such Serviced Trust Mortgage Loan, (i) shall deliver to is not one of the Trustee a copy thereof ten (10) largest Trust Mortgage Loans (or cross-collateralized groups of Trust Mortgage Loans) by Stated Principal Balance in the Trust Fund, and (ii) has a Stated Principal Balance at the time of the defeasance that is less than $35,000,000 and less than 5% of the then-aggregate Stated Principal Balance of the Trust Mortgage Loans, and the applicable Master Servicer shall deliver have delivered to the Trustee such documentand each Rating Agency a Defeasance Certificate substantially in the form of Exhibit N hereto), with evidence of notification upon receipt thereof (v) the applicable Master Servicer has requested and received from the public recording office.related Mortgagor (A) an Opinion of Counsel generally to the effect that the Trustee will have a perfected, first priority security interest in such defeasance collateral and (B) written confirmation from a firm of Independent accountants stating that payments made on such defeasance collateral in accordance with the terms thereof will be sufficient to pay the subject Serviced Trust Mortgage Loan in full on or before its Stated Maturity Date (or, in the case of an ARD Trust Mortgage Loan, on or before its Anticipated Repayment Date) and to timely pay each Periodic Payment scheduled to be due prior thereto but after the defeasance and (vi) a single purpose entity (as defined below) is designated to assume the Serviced Trust Mortgage Loan and own the Defeasance Collateral; provided that, if under the terms of the related Trust Mortgage Loan documents, the related Mortgagor delivers cash to purchase the defeasance collateral rather than the defeasance collateral itself, the applicable Master Servicer shall purchase the U.S. government obligations contemplated by the related Trust Mortgage Loan documents. Subsequent to the second anniversary of the Closing Date, to the extent that the applicable Master Servicer may, in accordance with the related Trust Mortgage Loan documents, require defeasance of any Serviced Trust Mortgage Loan in lieu of accepting a prepayment of principal thereunder, including a prepayment of principal accompanied by a Prepayment Premium or Yield Maintenance Charge, the applicable Master Servicer shall, to the extent it is consistent with the Servicing Standard, require such defeasance; provided that the conditions set forth in clauses (i) through (vi) of the preceding sentence have been satisfied. Any customary and reasonable out-of-pocket expense incurred by a Master Servicer pursuant to this Section 3.20(g) shall be paid by the Mortgagor of the defeased Serviced Trust Mortgage Loan pursuant to the related Mortgage, Mortgage Note or other pertinent document (or, if prohibited from being paid by the Mortgagor, shall be paid out of the applicable Collection Account). Notwithstanding the foregoing, if at any time, a court with jurisdiction in the matter shall hold that the related Mortgagor may obtain a release of the subject Mortgaged Property but is not obligated to deliver the full amount of the defeasance collateral contemplated by the related Trust Mortgage Loan documents (or cash sufficient to purchase such defeasance collateral), then the applicable Master Servicer shall (i) if consistent with the related Trust Mortgage Loan documents, refuse to allow the defeasance of the subject Serviced Trust Mortgage Loan or (ii) if the applicable Master Servicer cannot so refuse and if the related Mortgagor has delivered cash to purchase the defeasance collateral, the applicable Master Servicer shall either (A) buy such defeasance collateral or (B) prepay the subject Serviced Trust Mortgage Loan, in either case, in accordance with the Servicing Standard. For purposes of this paragraph, a "single purpose entity" shall mean a Person, other than an individual, whose organizational documents provide as follows: it is formed solely for the purpose of owning and pledging the Defeasance Collateral related to the Trust Mortgage Lo

Modifications, Waivers, Amendments and Consents. (a) Subject The Master Servicer (to this the extent provided in Section 3.213.20(g)) and the Special Servicer each may, consistent with the Servicer may Servicing Standard, agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive or defer the payment of interest (including, without limitation, Default Interest and Excess Interest) on and principal of, forgive late payment charges and Prepayment Premiums 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 Serviced Loan it is required to service and administer hereunder without the consent of the Trustee or any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to Section 3.02, Section 3.08, Section 3.21 and Section 3.29 and each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The [RESERVED]; (ii) [RESERVED]; (iii) other than as provided in Sections 3.02 and 3.08, the Special 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, forbearanceof, or amendment would: (itake any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Loan that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (ii) thereunder or, in the reasonable, good faith judgment of the Special Servicer's judgment, materially impair would add to, release, substitute for, or otherwise alter a material amount of the security for such Serviced Loan, unless a material default on such Serviced Loan has occurred or, in the reasonable, good faith judgment of the Special Servicer, a default in respect of payment on such Serviced Loan is reasonably foreseeable, and such modification, waiver, amendment or other action is reasonably likely to produce a greater recovery to the Certificateholders, or if a Serviced Whole Loan is affected, to the Certificateholders and the related Companion Loan Holder (as a collective whole and, in the case of a Serviced Whole Loan that is an A/B Whole Loan, taking into account the subordination of the related A/B Companion Loan) on a net present value basis than would liquidation; (iv) the Special Servicer shall not extend the date on which any Balloon Payment is scheduled to be due on any Serviced Loan to a date beyond the earliest of (A) two years prior to the Rated Final Distribution Date (or in the case of an ARD Loan, five years prior to the Rated Final Distribution Date) and (B) if such Serviced Loan is secured by a Mortgage solely or primarily on the related Mortgagor's leasehold interest in the related Mortgaged Property, 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the Ground Lease, ten years) prior to the end of the then current term of the related Ground Lease (plus any unilateral options to extend); (v) neither the Master Servicer nor the Special Servicer shall make or permit 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 Loan that would result in an Adverse REMIC Event with respect to either REMIC I or REMIC II; (vi) subject to applicable law, the related loan documents and the Servicing Standard, neither the Master Servicer nor the Special Servicer shall permit any modification, waiver or amendment of any term of any Serviced Loan unless all related fees and expenses are paid by the related Mortgagor; (vii) the Special Servicer shall not permit any Mortgagor to add or substitute any real estate collateral for its Serviced Loan unless the Special Servicer shall have first determined in its reasonable, good faith judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations; and (viii) the Special Servicer shall not permit the release, including in connection with a substitution contemplated by clause (vii) of this Section 3.20(a), of any collateral securing an outstanding Serviced Loan, except as provided in Section 3.09(d) or Section 3.26, or except where a Serviced Loan (or, in the case of a Cross-Collateralized Set, where such entire Cross-Collateralized Set) is satisfied, or except in the case of a release where (A) either (1) the use of the collateral to be released will not, in the good faith and reasonable judgment of the Special Servicer, materially and adversely affect the net operating income being generated by or the use of the related Mortgaged Property, or (2) there is a corresponding principal pay down of such Serviced Loan in an amount at least equal to the appraised value of the collateral to be released (or substitute collateral with an appraised value at least equal to that of the collateral to be released, is delivered), (B) the remaining Mortgaged Property (together with any substitute collateral) is, in the Special Servicer's good faith and reasonable judgment, adequate security for the remaining Serviced Loan and (C) such release would not, in and of itself, result in an Adverse Rating Event with respect to any Class of Rated Certificates or Companion Loan Securities (as confirmed in writing to the Trustee by each Rating Agency); (a) shall not apply to any act or event (including, without limitation, a release, substitution or addition of collateral) in respect of any Serviced Loan that either occurs automatically, or results from the exercise of a unilateral option by the related Mortgagor within the meaning of Treasury Regulations Section 1.1001-3(c)(2)(iii), in any event under the terms of such Serviced Loan in effect on the Closing Date (or, in the case of a Replacement Mortgage Loan, on the related date of substitution); and provided, further, notwithstanding clauses (i) through (viii) of this Section 3.20(a), neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if, in its reasonable, good faith judgment, such opposition would not ultimately prevent the confirmation of such plan or one substantially similar; and provided, further, notwithstanding clause (viii) of this Section 3.20(a), neither the Master Servicer nor the Special Servicer shall be required to obtain any confirmation of the Certificate ratings from the Rating Agencies to grant, or to subordinate the lien of Loans to, easements, rights-of-way or similar agreements that do not materially affect the use or value of a Mortgaged Property or the Mortgagor's ability to make any payments with respect to the related Loan. Notwithstanding anything to the contrary herein, the Special Servicer (with the consent of the Directing Certificateholder, subject to the limitations of Section 3.21(f)) may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan that is not in default or reduce as to which default is not reasonably foreseeable if it consults with counsel to obtain advice regarding whether an Opinion of Counsel is advisable (and if it is determined by the likelihood Special Servicer to be necessary, provides the Trustee with an Opinion of timely payment Counsel (which shall be at the expense of amounts due thereon; the related Mortgagor or such other Person requesting such modification or , if such expense cannot be collected from the related Mortgagor or such other Person, to be paid by the Master Servicer as a Servicing Advance to the extent such Advance would not be a Nonrecoverable Servicing Advance) to obtain advice regarding whether the contemplated waiver, modification or amendment (iiii) otherwise constitute will not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either caseand (ii) will not cause (x) REMIC I or REMIC II to fail to qualify as a REMIC for purposes of the Code, (A) such Mortgage Loan is 90 days or more past due or (Bii) REMIC I or REMIC II to be subject to any tax under the REMIC Provisions. (b) Neither the Master Servicer delivers nor the Special Servicer shall have any liability to the Trustee an Opinion Trust, the Certificateholders and in the case of Counsel to a Serviced Whole Loan, the effect related Companion Loan Holder or any other Person if its analysis and determination that such the modification, waiver, forbearance amendment 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 other action contemplated by Section 3.20 (a) is reasonably likely to produce a greater recovery with respect to such Mortgage Certificateholders, or if a Serviced Whole Loan is affected, to the Certificateholders and the related Companion Loan Holder (as a collective whole and, in the case of a Serviced Whole Loan that is an A/B Whole Loan, taking into account the subordination of the related Companion Loan) on a net present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis by the Special Servicer or the Master Servicer, as applicable, consistent with the Servicing Standard. Subject Each such determination shall be evidenced by an Officer's Certificate to Customary Servicing Proceduressuch effect to be delivered by the Special Servicer to the Trustee, the Directing Certificateholder and the related Companion Loan Holder (if a Serviced Whole Loan is involved). The Special Servicer may permit a forbearance shall include with any such Officer's Certificate the supporting documentation forming the basis for a Mortgage Loan which in the Servicer's judgment is subject to imminent defaultits conclusion. (c) Any payment of interest, which interest that is deferred pursuant to any modification, waiver, forbearance or amendment permitted hereunder, Section 3.20(a) shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Serviced Loan, notwithstanding that the terms of such Mortgage Serviced Loan so permit or that such modification, waiver or amendment so permitinterest may actually be capitalized. (d) The Master Servicer (to the extent provided in Section 3.20(g)) and the Special Servicer (as to Specially Serviced Loans) each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's or Special Servicer's, as the case may be, discretion pursuant to the Mortgage terms of the instruments evidencing or securing the related Serviced Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable fee relating to such consent, modification, waiver or customary fee indulgence for the additional services performed in connection with such request, together with any related costs and expenses incurred by it; provided that the Servicer, which amount charging of such fees would not otherwise constitute a "significant modification" of the Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b). All such fees collected by the Master Servicer and/or the Special Servicer shall be retained by the Servicer allocable between such parties, as additional servicing compensationAdditional Master Servicing Compensation and Additional Special Servicing Compensation, respectively, as provided in Section 3.11. (e) The All modifications, waivers, amendments and other actions entered into or taken in respect of the Serviced Loans pursuant to the preceding subsections of this Section 3.20 shall be in writing. Each of the Master Servicer and the Special Servicer shall notify the other such party, the Trustee, the Certificate Administrator, the Directing Certificateholder and the related Companion Loan Holder (if a Serviced Whole Loan is involved), in writing, of any modification, waiver, forbearance amendment or amendment other action entered into or taken in respect of any term of any Mortgage Serviced Loan pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in into the related Mortgage FileFile (with a copy to the other such party), an original counterpart of the agreement relating to such modification, waiver, forbearance amendment or amendmentother action, promptly (and in any event within ten Business Days) following the execution thereof; provided. In addition, however, that if following the execution of any such modification, waiver, forbearance waiver or amendment is required agreed to by applicable law the Special Servicer pursuant to be recordedSection 3.20(a), the Special Servicer (i) shall deliver to the Master Servicer and the Trustee a copy thereof and an Officer's Certificate setting forth in reasonable detail the basis of the determination made by it pursuant to clause (ii) of Section 3.20(a). (f) With respect to any ARD Loan after its Anticipated Repayment Date, the Special Servicer shall deliver be permitted to waive all or any accrued Excess Interest if, prior to the Trustee related maturity date, the related Mortgagor has requested the right to prepay the Loan in full together with all payments required by the Serviced Loan in connection with such documentprepayment except for all or a portion of accrued Excess Interest; provided that the Special Servicer's determination to waive the right to such accrued Excess Interest is reasonably likely to produce a greater payment to Certificateholders on a net present value basis than a refusal to waive the right to such Excess Interest. Any such waiver shall not be effective until such payment is tendered. The Special Servicer shall have no liability to the Trust, the Certificateholders or any other person so long as such determination is based on such criteria. Notwithstanding anything contained in this Agreement to the contrary and subject the limitations of Section 3.21(f), the Special Servicer shall be required to seek the consent of the Directing Certificateholder and provide to the Directing Certificateholder any information that the Directing Certificateholder may reasonably request in order to grant or deny its consent, provided that such information is in the possession of the Special Servicer, prior to waiving any Excess Interest. The Directing Certificateholder's consent to a waiver shall be deemed granted if the Directing Certificateholder fails to respond to such request within ten Business Days of its receipt of such request. (g) The Master Servicer shall not be required to seek the consent of the Special Servicer or any Certificateholder or obtain any confirmation of the Certificate ratings or Companion Loan Securities ratings from the Rating Agencies (unless otherwise set forth in the related Intercreditor Agreement with respect to a Serviced Whole Loan) to approve the following modifications, waivers or amendments of the Loans (other than the Non-Serviced Mortgage Loan): (i) waivers of minor covenant defaults (other than financial covenants), including late financial statements; (ii) releases of (A) non-material parcels of a Mortgaged Property subject to condemnation; (B) parcels of a Mortgaged Property not given any value in the underwriting of the Loan; or (C) similar non-material parcels of a Mortgaged Property; (iii) grant, or subordinate the lien of Loans to, easements, rights-of-way or similar agreements that do not materially affect the use or value of a Mortgaged Property or a borrower's ability to make any payments with respect to the related Loan; (iv) approving routine leasing activities, including subordination, non-disturbance and attornment agreements, with evidence respect to leases (A) where the related lease constitutes less than the greater of notification upon receipt thereof from (x) 20% of the public recording office.total square footage of the related Mortgaged Property and (y) 20,000 total square feet, (B) that would be considered "at market rates" (i.e. the space is being leased at rates which are not materially above or materially below the rates that would be offered by similarly situated properties where the Mortgaged Property is located in the reasonable judgment of a commercially prudent commercial mortgage loan servicer) and (C) that are not ground leases; (v) approving a change of the property manager at the request of the related Mortgagor (provided that (A) the successor property manager is not affiliated with the Mortgagor and is a nationally or regionally recognized manager of similar properties, (B) the related Mortgage Loan does not have an outstanding principal balance in excess of $7,500,000 an

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, The applicable Special Servicer (in the case of a Serviced Mortgage Loan that is a Specially Serviced Mortgage Loan) or the applicable Master Servicer (in the case of a Performing Serviced Mortgage Loan) may (consistent with the Servicing Standard) agree to any modification, waiver, forbearance, waiver or amendment of any term of, extend the maturity of, defer or forgive interest (including Default Interest and Post-ARD 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 Borrower on or any guarantor of, any Serviced Mortgage Loan without for which it is responsible, subject, however, to Sections 3.08, 3.24, 3.27, 3.28 and/or 3.29, as applicable, and, in the consent case of each Serviced Mortgage Loan in a Serviced Mortgage Loan Group, to the rights of third parties set forth in the related Mortgage Loan Group Intercreditor Agreement, and, further to each of the Trustee or any Certificateholder. All modificationsfollowing limitations, waivers, forbearances or amendments of any Mortgage Loan shall be in writing conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as expressly set forth in Section 3.02 (with respect to Post-ARD Additional Interest and Default Charges), Section 3.08 (with respect to due-on-sale and due-on-encumbrance clauses and transfers of interests in Borrowers), Section 3.19(e) (with respect to defeasances), Section 3.20(e) (with respect to Post-ARD Additional Interest) and Section 3.20(f) (with respect to various routine matters), the applicable Master 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, forbearanceof, or amendment would: (itake any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Mortgage Loan, that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunderunder such Mortgage Loan or materially and adversely affect the security for such Mortgage Loan, unless (solely in the case of a Performing Serviced Mortgage Loan) such 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 applicable Special Servicer with notice of any Borrower request for such modification, waiver or amendment, the applicable Master Servicer's recommendations and analysis, and with all information reasonably available to the applicable Master Servicer that the applicable Special Servicer may reasonably request in order to withhold or grant any such consent, (B) the applicable Special Servicer shall decide whether to withhold or grant such consent in accordance with the Servicing Standard (and subject to Sections 3.24, 3.27, 3.28 and/or 3.29, as applicable), (C) except with respect to any Nationwide Pooled Mortgage Loan and any PCF Pooled Mortgage Loan, if any such consent has not been expressly denied within ten Business Days of the Special Servicer's receipt from the applicable Master Servicer of such Master Servicer's recommendations and analysis and all information reasonably requested thereby and reasonably available to the applicable Master Servicer in order to make an informed decision, such consent shall be deemed to have been granted and (D) solely with respect to any Nationwide Pooled Mortgage Loan and any PCF Pooled Mortgage Loan, any such consent shall be deemed to have been granted if such consent has not been expressly denied either (x) within ten Business Days of the applicable Special Servicer's initial receipt of the applicable Master Servicer's recommendations and analysis, if such Special Servicer has not requested additional information as described above on or before the date that is four Business Days following such Special Servicer's receipt of the applicable Master Servicer's recommendations and analysis, or (y) within six Business Days following such Special Servicer's receipt of the additional information requested by such Special Servicer as described above, if such Special Servicer has requested such additional information on or before the date that is four Business Days following such Special Servicer's initial receipt of the applicable Master Servicer's recommendations and analysis); (ii) other than as provided in Sections 3.02, 3.08, 3.20(e) and 3.20(f), the applicable Special Servicer shall not agree to (or, in the case of a Performing Serviced Mortgage Loan, consent to the applicable Master Servicer's judgmentagreeing to) any modification, waiver or amendment of any term of, or take (or, in the case of a Performing Serviced Mortgage Loan, consent to the applicable Master Servicer's taking) any of the other acts referenced in this Section 3.20 (a) with respect to, any Serviced Mortgage Loan that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the reasonable judgment of the applicable Special Servicer, would materially impair the security for such Mortgage Loan, unless a material default on such Mortgage Loan has occurred or, in the reasonable judgment of the applicable Special Servicer, a default in respect of payment on such Mortgage Loan is reasonably foreseeable, and such modification, waiver, amendment or reduce other action is reasonably likely to produce an equal or a greater recovery to Certificateholders (and, in the likelihood case of timely a Serviced Mortgage Loan Group, the related Serviced Non-Pooled Mortgage Loan Noteholder(s)), as a collective whole, on a net present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders and, in the case of a Serviced Mortgage Loan Group, the relevant Serviced Non-Pooled Mortgage Loan Noteholder(s) to be done at a rate determined by the Special Servicer but in no event less than the related Net Mortgage Rate (or, in the case of a Serviced Mortgage Loan Group, in no event less than the weighted average of the Net Mortgage Rates for the Mortgage Loans in such Mortgage Loan Group)), than would liquidation; provided that (A) any modification, extension, waiver or amendment of the payment terms of the related Serviced Mortgage Loan Group shall be structured in a manner so as to be consistent with the allocation and payment priorities set forth in the related Mortgage Loan Documents, including the related Mortgage Loan Group Intercreditor Agreement, it being the intention that neither the Trust as holder of the related Pooled Mortgage Loan nor any Serviced Non-Pooled Mortgage Loan Noteholder shall gain a priority over any other with respect to any payment, which priority is not, as of the date of the related Mortgage Loan Intercreditor Agreement, reflected in the related Mortgage Loan Documents, including the related Mortgage Loan Group Intercreditor Agreement; and (B) to the extent consistent with the Servicing Standard (taking into account the extent to which the related Serviced Non-Pooled Subordinate Loan, if any, is junior to a Serviced Pooled Mortgage Loan), (I) no waiver, reduction or deferral of any particular amounts due thereon; oron the related Serviced Pooled Mortgage Loan shall be effected prior to the waiver, reduction or deferral of the entire corresponding item in respect of the related Serviced Non-Pooled Subordinate Loan, (II) no reduction of the Mortgage Rate (exclusive, if applicable, of any portion thereof that represents a Post-ARD Additional Interest Rate) of any such Serviced Pooled Mortgage Loan shall be effected prior to the reduction of the Mortgage Rate (exclusive, if applicable, of any portion thereof that represents a Post-ARD Additional Interest Rate) of the related Serviced Non-Pooled Subordinate Loans, and (III) no reduction of any Post-ARD Additional Interest Rate applicable to any such Serviced Pooled Mortgage Loan shall be effected prior to the reduction of any Post-ARD Additional Interest Rate applicable to the related Serviced Non-Pooled Subordinate Loan; (iii) otherwise constitute the applicable Special Servicer shall not extend (or, in the case of a "significant Performing Serviced Mortgage Loan, consent to the applicable Master Servicer's extending) the date on which any Balloon Payment is scheduled to be due on any Serviced Mortgage Loan to a date beyond the earliest of (A) two years prior to the Rated Final Distribution Date, (B) if such Serviced Mortgage Loan is secured by a Mortgage solely or primarily on the related Borrower's leasehold interest in the related Mortgaged Property, 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the Ground Lease, ten years) prior to the end of the then current term of the related Ground Lease (plus any unilateral options to extend), and (C) if such Serviced Mortgage Loan is covered by an Environmental Insurance Policy, for more than five years later than such Serviced Mortgage Loan's Stated Maturity Date, unless either (I) the applicable Special Servicer shall have first determined in its reasonable judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the applicable Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, and at the expense of the Borrower, that there are no circumstances or conditions present at the related Mortgaged Property for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations or (II) the Borrower obtains (at its expense) an extension of such policy on the same terms and conditions for a period ending not earlier than five years following the extended maturity date of such Serviced Mortgage Loan; (iv) neither the applicable Master Servicer nor the applicable Special Servicer shall make or permit 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 that would result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to any Grantor Trust Pool (the Master Servicers and the applicable Special Servicer shall not be liable for decisions made under this subsection which were made in good faith and each of them may rely on Opinions of Counsel in making such decisions); (v) subject to applicable law, the related Mortgage Loan Documents and the Servicing Standard, neither the applicable Master Servicer nor the applicable Special Servicer shall permit any modification, waiver or amendment of any term of any Performing Serviced Mortgage Loan unless all related fees and expenses are paid by the Borrower; (vi) the applicable Special Servicer shall not permit (or, in the case of a Performing Serviced Mortgage Loan, consent to the applicable Master Servicer's permitting) any Borrower to add or substitute any real estate collateral for its Serviced Mortgage Loan unless the applicable Special Servicer shall have first (A) determined in its reasonable judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the applicable Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, at the expense of the related Borrower, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations and (B) received, at the expense of the related Borrower, written confirmation from each Rating Agency for the Rated Certificates that such addition or substitution of collateral will not result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by such Rating Agency and, in the case of an addition or substitution of collateral with respect to any Serviced Mortgage Loan Group that includes one or more Serviced Non-Pooled Pari Passu Companion Loans, also a written confirmation from each applicable Rating Agency for the related Non-Pooled Pari Passu Companion Loan Securities that such addition or substitution of collateral will not result in an Adverse Rating Event with respect to any class of such Non-Pooled Pari Passu Companion Loan Securities rated by such Rating Agency; and (vii) the applicable Special Servicer shall not release (or, in the case of a Performing Serviced Mortgage Loan, consent to the applicable Master Servicer's releasing), including in connection with a substitution contemplated by clause (vi) above, any real property collateral securing an outstanding Serviced Mortgage Loan, except as provided in Section 3.09(d), except as specifically required under the related Mortgage Loan Documents or except where a Mortgage Loan (or, in the case of a Cross-Collateralized Group, where such entire Cross-Collateralized Group) is satisfied, or except in the case of a release where (A) the Rating Agencies have been notified in writing, (B) either (1) the use of the collateral to be released will not, in the reasonable judgment of the applicable Special Servicer, materially and adversely affect the net operating income being generated by or the use of the related Mortgaged Property, or (2) there is a corresponding principal pay down of such Mortgage Loan in an amount at least equal to the appraised value of the collateral to be released (or substitute real estate collateral with an appraised value at least equal to that of the collateral to be released, is delivered), (C) the loan-to-value ratio of such Mortgage Loan after such release will be, in the reasonable judgment of the applicable Special Servicer, no greater than that existing prior to such release and (D) if the collateral to be released has an appraised value in excess of $3,000,000, either (i) other than in the case of a release of collateral with respect to a Serviced Mortgage Loan Group that includes one or more Serviced Non-Pooled Pari Passu Companion Loans, such release would not, in and of itself, result in an Adverse Rating Event with respect to any Class of Rated Certificates, as confirmed in writing to the Trustee by each Rating Agency, or (ii) in the case of a release of collateral with respect to a Serviced Mortgage Loan Group that includes one or more Serviced Non-Pooled Pari Passu Companion Loans, such release would not, in and of itself, result in an Adverse Rating Event with respect to any Class of Rated Certificates and also would not, in and of itself, result in an Adverse Rating Event with respect to any class of related Non-Pooled Pari Passu Companion Loan Securities, in each case as confirmed in writing to the Trustee by each applicable Rating Agency; provided that the limitations, conditions and restrictions set forth in clauses (i) through (vii) above shall not apply to any act or event (including, without limitation, a release, substitution or addition of collateral) in respect of any Serviced Mortgage Loan that either occurs automatically, or results from the exercise of a unilateral option within the meaning of Treasury Regulations Section 1.860G-2(b); unless1.1001-3(c)(2)(iii) by the related Borrower, 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 event under the terms of such Mortgage Loan in effect on the Closing Date (or, in the case of a Replacement Pooled Mortgage Loan, on the related date of substitution); and provided, further, that, notwithstanding clauses (i) through (vii) above, neither the applicable Master Servicer nor the applicable Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or such modification, waiver or amendment so permit. (d) The Servicer may, as similar proceeding involving a condition to granting any request by Borrower under a Mortgagor for consent, modification, waiver, forbearance or amendment, the granting of which is within the Servicer's discretion pursuant to the Serviced Mortgage Loan if, in its reasonable judgment, such opposition would not ultimately prevent the confirmation of such plan or one substantially similar; and is permitted by the terms of this Agreementprovided, require that such Mortgagor pay to the Servicerfurther, as additional servicing compensationthat, 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. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Lock Up Storage Centers Loan and the date thereof, and shall deliver Group prior to the Trustee (ordate, at the direction of the Trusteeif any, the Custodian) for deposit in on which the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recordedLoans become Specially Serviced Mortgage Loans, the applicable Master Servicer shall be required to comply in all respects (i) shall deliver but subject to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.Section 3.27(b))

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.213.22, 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 3.133.14, which waiver, if any, shall be governed by Section 3.133.14), 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 casethe case of clauses (ii) and (iii) above, (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 created hereunder and, in either case, such modification, waiver, forbearance or amendment is reasonably likely likely, in the Servicer's judgment, 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 servicing compensationServicing 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 compensationServicing Compensation. (ed) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) a copy thereof and (ii) shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, The Master Servicer and the Special Servicer each may agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive interest 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 it is required to service and administer hereunder, without the consent of the Trustee or any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The subject to Section 3.21(i), other than as provided in Sections 3.02 and 3.08, the Master Servicer (in such capacity) 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, or take any of the other acts referenced in this Section 3.21(a) with respect to, any Mortgage Loan if such modification, waiver, forbearance, or amendment would: that would (iA) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; , (iiB) affect the obligation of the related Mortgagor to pay any Prepayment Premium or permit a Principal Prepayment during any period when the terms of the Mortgage Loan prohibit the making of Principal Prepayments or, (C) in the Master Servicer's good faith and reasonable judgment, materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or the Special Servicer (iiiin such capacity) otherwise constitute may, however, agree to any modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.21(a) with respect to, a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unlessSpecially Serviced Mortgage Loan that would have any such effect, but only if, in either casethe Special Servicer's reasonable and good faith judgment, (A) a material default on such Mortgage Loan has occurred or a default in respect of payment on 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 reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery to Certificateholders on a present value basis, than would liquidation; (ii) any such action taken by the Special Servicer shall be accompanied by an Officer's Certificate to such effect and to which is attached the present value calculation which establishes the basis for such determination, a copy of which shall be delivered to the Trustee for delivery to the Rating Agencies; (iii) neither the Master Servicer nor the Special Servicer may extend the Stated Maturity Date of any Mortgage Loan beyond the date that is two years prior to the Rated Final Distribution Date and, in the case of any Mortgage Loan that is secured solely by a Ground Lease, the Master Servicer or the Special Servicer, as the case may be, shall give due consideration to the remaining term of such Ground Lease prior to extending the Stated Maturity Date of the Mortgage Loan; 130 (iv) neither the Master Servicer nor the Special Servicer shall make or permit any modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.21(a) or clause (h) of Section 3.20 with respect to, any Mortgage Loan that would (A) cause REMIC I, REMIC II or REMIC III (or either of the Cardinal-Blossom Corners II REMIC and the Mesa Grande REMIC) to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)) result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day of any such REMIC under the REMIC Provisions or (B) cause any Mortgage Loan to cease to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (neither the Master Servicer nor the Special Servicer shall be liable for decisions made under this subsection which were made in good faith and, unless it would constitute bad faith or negligence to do so, each of the Master Servicer and the Special Servicer may rely on opinions of counsel in making such decisions); (v) neither the Master Servicer nor the Special Servicer shall permit any Mortgagor to add or substitute any collateral for an outstanding Mortgage Loan, which collateral constitutes real property, unless the Master Servicer or the Special Servicer, as the case may be, shall have first determined, in its reasonable and good faith judgment, based upon an Environmental Assessment performed within the twelve months prior to such determination (and such additional environmental testing as the Master Servicer or Special Servicer, as the case may be, deems necessary and appropriate) prepared by an Independent Person who regularly conducts Environmental Assessments (and such additional environmental testing), at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations; (vi) neither the Master Servicer nor the Special Servicer shall, with respect to a Mortgage Loan, other than a Specially Serviced Mortgage Loan release or substitute any collateral securing an outstanding Mortgage Loan except as provided in Sections 3.08 and 3.09(d) and except in the case of a release where (A) the use of the collateral to be released will not, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, materially and adversely affect the Net Operating Income being generated by or the use of the related Mortgaged Property, (B) there is a corresponding principal paydown of such Mortgage Loan in an amount at least equal to, or a delivery of substitute collateral with an Appraised Value at least equal to, the Appraised Value of the collateral to be released, (C) the remaining Mortgaged Property and any substitute collateral is, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, adequate security for the Mortgage Loan and (D) the Master Servicer or Special Servicer, as applicable, has received Rating Agency Confirmation with respect to such release or substitution; provided that (x) the limitations, conditions and restrictions set forth in clauses (i) through (vi) above shall not apply to any modification of any term of any Mortgage Loan or any other acts referenced in this Section 3.21(a) that is required under the terms of such Mortgage Loan in effect on the Closing Date and that is solely within the control of the related Mortgagor, and (y) notwithstanding clauses (i) through (vi) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if in their reasonable and good faith judgment such opposition would not ultimately 131 prevent the confirmation of such plan or one substantially similar. Neither the Master Servicer nor the Special Servicer may extend the Maturity Date on any Mortgage Loan except pursuant to this Section 3.21(a) or as otherwise required under the related loan documents; (vii) the Master Servicer shall not consent to any assumption of a Mortgage Loan or release of any earnout reserve amounts with respect to any Specified Earnout Reserve Loan unless the Special Servicer shall have approved such assumption or release in writing; and (viii) the Master Servicer shall not consent to (A) any waiver related to the conditions for release or reduction of reserves, (B) any waivers relating to the establishment of reserves, (C) waivers of any requirements regarding additional collateral or (D) waivers of any lock-box requirements, unless the Special Servicer has approved such waiver in writing. (b) Neither the Master Servicer nor the Special Servicer shall have any liability to the Trust Fund, the Certificateholders or any other Person if its analysis and determination that the modification, waiver, amendment or other action contemplated by Section 3.21 (a) is reasonably likely to produce a greater recovery to Certificateholders on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in good faith by the Master Servicer or Special Servicer and the Master Servicer or Special Servicer was not negligent in ascertaining the pertinent facts. Subject The Master Servicer shall not have any liability to Customary Servicing Proceduresthe Trust Fund, the Servicer may permit a forbearance for a Mortgage Loan which in Certificateholders or any other Person with respect to the Special Servicer's judgment is subject to imminent defaultapproval, disapproval or delay in processing any assumption, earnout release or reserve release as provided in Section 3.21(a)(vii) or (viii). (c) Any payment of interest, which is deferred pursuant to any modification, waiver, forbearance waiver 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 Master Servicer and, with respect to a Specially Serviced Mortgage Loan, the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's or the Special Servicer's discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable or customary fee (not to exceed 1.0% of the unpaid principal balance of the related Mortgage Loan) 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 compensationit. (e) The Except for waivers of Penalty Charges and notice periods, all material modifications, waivers and amendments of the Mortgage Loans entered into pursuant to this Section 3.21 shall be in writing. (f) Each of the Master Servicer and the Special Servicer shall notify the TrusteeTrustee and such other party, in writing, of any modification, waiver, forbearance waiver (other than a waiver of Penalty Charges) or amendment of any term of any Mortgage Loan (other than the Mesa Grande Loan A2, unless notified of any such amendment by the 2002-C1 Master Servicer) and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance waiver or amendment, promptly (and in any event within ten 10 Business Days) following the execution thereof. (g) The Master Servicer or Special Servicer, as applicable, shall not waive the payment of any fees by a Mortgagor that may be due or partially due to the other party without such other party's consent. (h) The failure of the Special Servicer to respond to the Master Servicer within ten (10) Business Days of the Master Servicer's written request (such request to include sufficient information regarding the applicable Mortgage Loan and a written recommendation and rationale therefor with respect to such request) for any approval or consent required hereunder, shall be deemed to constitute a grant of such request for approval or consent. (i) Notwithstanding the foregoing provisions of this Section 3.21, (i) any modifications, waivers or amendments to the Mesa Grande Loan A2 shall be subject to the conditions set forth in the 2002-C1 Pooling Agreement and (ii) the Master Servicer shall not agree to any material modification, material waiver or material amendment of any term of any other Mortgage Loan unless (a) the Master Servicer shall have notified the Special Servicer of the request for the material modification and provided its written recommendation, analysis and any other related documents in the possession or control of the Master Servicer reasonably requested by the Special Servicer to the Special Servicer, (b) the Special Servicer shall have approved such material modification, notified the Majority Certificateholder of the Controlling Class of the request for such approval and of the Master Servicer's and its own approval of such material modification and shall have submitted to the Majority Certificateholder of the Controlling Class each of the documents submitted to the Special Servicer by the Master Servicer and (c) the Majority Certificateholder of the Controlling Class shall have also approved such material modification; provided, however, that the Special Servicer shall advise the Majority Certificateholder of the Controlling Class of its approval (if any) of such material modification promptly upon (but in no case to exceed 10 Business Days) its receipt of such notice, recommendation, analysis and any reasonably requested documents from the Master Servicer; and, provided, further, that if the Majority Certificateholder of the Controlling Class does not reject such modificationrecommendation within 5 Business Days of its receipt of the Special Servicer's recommendation and any additional documents or information that the Majority Certificateholder of the Controlling Class may reasonably request, waiver, forbearance or amendment is then the material modification shall be deemed approved. Unless required by applicable law the related Mortgage Loan documents or the Servicing Standard, neither the Master Servicer nor Special Servicer shall approve such material modification unless the Mortgagor shall agree to be recorded, pay all fees and costs associated with such material modification (unless such condition shall have been waived by the Servicer Majority Certificateholder of the Controlling Class). (ij) shall deliver Permitted modifications and other similar actions with respect to the Trustee a copy thereof Mortgage Loan of the Cardinal-Blossom Corners II REMIC and (ii) the Mesa Grande REMIC as described in this Section 3.21 shall deliver refer to the Trustee Mortgage Loan held by such document, with evidence of notification upon receipt thereof from REMIC and not the public recording officeRegular Interest issued by such REMIC.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, the each Servicer may agree to any modification, waiver, forbearance, or amendment of any term of any Mortgage Loan serviced by such Servicer without the consent of the Securities Administrator, 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 A 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 such 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 casethe case of clauses (ii) through (iv) above, (A) such Mortgage Loan is 90 days or more past due or (B) the such Servicer delivers to the Trustee and the Securities Administrator 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 likely, in the related Servicer's judgment, to produce a greater recovery with respect to such Mortgage Loan than would liquidation. Subject to Customary Servicing Procedures, the either Servicer may permit a forbearance for a Mortgage Loan serviced by such Servicer which in the such 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 Either 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 such Servicer's discretion pursuant to the Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the such Servicer, as additional servicing compensationServicing 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 such Servicer, which amount shall be retained by the such Servicer as additional servicing compensationServicing Compensation. (e) The Each Servicer shall notify the Securities Administrator and the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan serviced by such Servicer and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Owner Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the related Servicer (i) shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) a copy thereof and (ii) shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) such document, with evidence of notification upon receipt thereof from the public recording office.

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 of 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 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. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of classes (ii) through (iv) above, (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 any of the Upper-Tier REMIC, Middle-Tier REMIC or the Lower-Tier REMIC and, in either case, such modification, waiver, forbearance or amendment is reasonably likely likely, in the Servicer's judgment, 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 servicing compensationServicing 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 compensationServicing Compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21Sections 3.20(b) through 3.20(l) below and further subject to Sections 3.08(b) and 6.11, the Master Servicer may (to the extent provided in Section 3.02(a) and Section 3.20(i) below) and the Special Servicer may, on behalf of the Trustee, agree to any modification, waiver, forbearance, waiver or amendment of any term of any Mortgage Loan (including, subject to Section 3.20(i), the lease reviews and lease consents related thereto) without the consent of the Trustee or any Certificateholder. . (b) All modifications, waivers, forbearances waivers or amendments of any Mortgage Loan (including, subject to Section 3.20(i), the lease reviews and lease consents related thereto) shall be in writing and shall be consistent considered and effected in accordance with Customary the Servicing Procedures. (b) The Standard; provided however, that neither the Master Servicer nor the Special Servicer, as applicable, shall not agree to enter intomake or permit or consent to, and shall not enter intoas applicable, 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 not otherwise permitted by this Section 3.20 that would constitute a "significant modification" of such Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (c) Except as provided in 3.20(d) and the last sentence of Section 3.02(a), the Special Servicer, on behalf of the Trustee, shall not agree or consent to any modification, waiver, forbearance, waiver or amendment of any term of any Mortgage Loan that would: (i) affect the amount or timing of any related payment of principal, interest or other amount (including Prepayment Premiums or Yield Maintenance Charges, but excluding Penalty Interest and amounts payable as additional servicing compensation) payable thereunder; (ii) affect the obligation of the related Mortgagor to pay a Prepayment Premium or Yield Maintenance Charge or permit a Principal Prepayment during any period in which the related Mortgage Note prohibits Principal Prepayments; (iii) except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(d), result in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as determined by an appraisal by an Independent Appraiser delivered to the Special Servicer at the expense of the related Mortgagor and upon which the Special Servicer may conclusively rely) of the property to be released other than in connection with a taking of all or part of the related Mortgaged Property or REO Property by exercise of the power of eminent domain or condemnation or casualty or hazard losses with respect to such Mortgaged Property or REO Property; or (iv) if such Mortgage Loan is equal to or in excess of 5% of the then aggregate current principal balances of all Mortgage Loans or $20,000,000, permit the transfer or transfers of equity interests in the borrower or any equity owner of the borrower that would result, in the aggregate during the term of the related Mortgage Loan, in a transfer greater than 49% of the total interest in the borrower and/or any equity owner of the borrower or a transfer of voting control in the borrower of an equity owner of the borrower without the prior written confirmation from each Rating Agency that such changes will not result in the qualification, downgrade or withdrawal to the ratings then assigned to the Certificates; or (v) in the reasonable, good faith judgment of the Special Servicer's judgment, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or. (d) Notwithstanding Section 3.20(c), but subject to the third paragraph of this Section 3.20(d), and the rights of the Controlling Class Representative set forth in Section 6.11, the Special Servicer may (i) reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the amount of the Periodic Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate, (iii) otherwise constitute forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a "significant Specially Serviced Mortgage Loan or (iv) accept a Principal Prepayment on any Specially Serviced Mortgage Loan during any Lockout Period; provided that (A) the related Mortgagor is in default with respect to the Specially Serviced Mortgage Loan or, in the reasonable, good faith judgment of the Special Servicer, such default is reasonably foreseeable, and (B) in the reasonable, good faith judgment of the Special Servicer, such modification would increase the recovery on the Mortgage Loan to Certificateholders on a net present value basis (the relevant discounting of amounts that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate). In the case of every other modification" within , waiver or consent, the meaning Special Servicer shall determine and may rely on an Opinion of Counsel (which Opinion of Counsel shall be an expense of the Trust Fund to the extent not paid by the related Mortgagor) to the effect that such modification, waiver or amendment would not both (1) effect an exchange or reissuance of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b) of the Code and (2) cause REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. In addition, notwithstanding Section 3.20(c); unless, but subject to the third paragraph of this Section 3.20(d), the Special Servicer may extend the date on which any Balloon Payment is scheduled to be due in respect of a Specially Serviced Mortgage Loan if the conditions set forth in the proviso to the prior paragraph are satisfied and the Special Servicer has obtained an appraisal in accordance with the standards of the Appraisal Institute of the related Mortgaged Property, performed by an Independent Appraiser, in either caseconnection with such extension, which appraisal supports the determination of the Special Servicer contemplated by clause (B) of the proviso to the immediately preceding paragraph. In no event will the Special Servicer (i) extend the maturity date of a Mortgage Loan beyond a date that is two years prior to the Rated Final Distribution Date, (ii) extend the maturity date of any Mortgage Loan which has a Mortgage Rate below the prevailing interest rate for comparable loans at the time of such modification as determined by the Special Servicer, unless (A) such Mortgage Loan is 90 days or more past due or a Balloon Loan, (B) the related Mortgagor has failed to make the Balloon Payment at its Stated Maturity Date and (C) such Balloon Loan is not a Specially Serviced Mortgage Loan (other than by reason of the failure to make its Balloon Payment) and has not been delinquent with respect to a Periodic Payment (other than the Balloon Payment) in the preceding twelve months, in which case the Special Servicer delivers may permit up to three one-year extensions at the existing Mortgage Rate for such Mortgage Loan (provided that such limitation of extensions made at below market rate shall not limit the ability of the Special Servicer to extend the maturity date of any Mortgage Loan at an interest rate at or in excess to the prevailing rate for comparable loans at the time of such modification), (iii) if the Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee simple interest), extend the maturity date of such Mortgage Loan beyond a date which is less than 20 years prior to the expiration of the term of such Ground Lease; (iv) reduce the Mortgage Rate to a rate below the prevailing interest rate for comparable loans at the time of such modification, as determined by the Special Servicer; or (v) defer interest due on any Mortgage Loan in excess of 10% of the Stated Principal Balance of such Mortgage Loan or defer the collection of interest on any Mortgage Loan without accruing interest on such deferred interest at a rate at least equal to the Mortgage Rate of such Mortgage Loan. The determination of the Special Servicer contemplated by clause (B) of the proviso to the first paragraph of this Section 3.20(d) shall be evidenced by an Officer's Certificate to such effect delivered to the Trustee an Opinion of Counsel to and the effect that such modification, waiver, forbearance or amendment would not affect Master Servicer and describing in reasonable detail the REMIC status of either basis for 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 Special Servicer's determination. The Special Servicer shall append to such Mortgage Loan than would liquidation. Subject Officer's Certificate any information including but not limited to Customary Servicing Proceduresincome and expense statements, the Servicer may permit a forbearance for a Mortgage Loan which in the Servicer's judgment is subject to imminent defaultrent rolls, property inspection reports and appraisals that support such determination. (ce) Any payment of interest, which interest that is deferred pursuant to any modification, waiver, forbearance waiver or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or such modification, waiver or amendment so permit. The foregoing shall in no way limit the Special Servicer's ability to charge and collect from the Mortgagor costs otherwise collectible under the terms of the related Mortgage Note and this Agreement together with interest thereon. (df) The Special Servicer or, with respect to clause (i) below, the Master Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Servicer's its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicer, it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request, together with provided such fee would not itself be a "significant modification" pursuant to Treasury Regulations Section 1.1001-3(e)(2)and (ii) any related costs and expenses incurred by it. In no event shall the Servicer, which amount shall Special Servicer be retained by entitled to payment for such fees or expenses unless such payment is collected from the Servicer as additional servicing compensationrelated Mortgagor. (eg) The Special Servicer shall notify the Master Servicer, any related Sub-Servicers, the Trustee, the Controlling Class Representative and the Rating Agencies, in writing, of any material modification, waiver, forbearance waiver or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if . Copies of each agreement whereby any such modification, waiver, forbearance waiver or amendment of any term of any Mortgage Loan is required by applicable law effected shall be made available for review upon prior request during normal business hours at the offices of the Special Servicer pursuant to be recordedSection 3.15(g) hereof. (h) The Master Servicer shall not permit defeasance of any Mortgage Loan (x) on or before the earliest date on which defeasance is permitted under the terms of such Mortgage Loan and (y) to the extent inconsistent with the terms of such Mortgage Loan, and if the terms of the Mortgage Loan grant the Master Servicer the right to require defeasance, the Master Servicer shall act in accordance with the Servicing Standard to require defeasance. Unless and to the extent the Master Servicer is precluded from preventing such defeasance by the related Mortgage Loan documents or otherwise (provided that the Master Servicer shall not cause either REMIC created hereunder to fail to qualify as a REMIC, and provided further, the Master Servicer may rely on an Opinion of Counsel as provided for in (ii) below), the Master Servicer will not permit defeasance of any Mortgage Loan, unless, (i) shall deliver to the Trustee a copy thereof and defeasance collateral consists of "Government Securities" within the meaning of the Investment Company Act of 1940, (ii) the Master Servicer has determined that the defeasance will not result in an Adverse REMIC Event (provided that the Master Servicer shall deliver be entitled to rely conclusively on an Opinion of Counsel to that effect), (iii) the Master Servicer has notified the Rating Agencies, (iv) each Rating Agency has confirmed that such defeasance will not result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Certificates to which a rating has been assigned by either Rating Agency, (v) the Master Servicer has requested and received from the related Mortgagor (A) an Opinion of Counsel generally to the effect that the Trustee will have a perfected, first priority security interest in such defeasance collateral and (B) written confirmation from a firm of Independent accountants stating that payments made on such defeasance collateral in accordance with the terms thereof will be sufficient to pay the subject Mortgage Loan in full on or before its Stated Maturity Date and in accordance with the Periodic Payment (or, in the case of an ARD Loan, on or before its Anticipated Repayment Date) and to timely pay each Periodic Payment scheduled to be due prior thereto but after the defeasance and (vi) a single purpose entity (as defined below) is designated to assume the Mortgage Loan and own the defeasance collateral; provided that, if under the terms of the related Mortgage Loan documents, the related Mortgagor delivers cash to purchase the defeasance collateral rather than the defeasance collateral itself, the Master Servicer shall purchase the U.S. government obligations contemplated by the related Mortgage Loan documents. Subsequent to the second anniversary of the Closing Date, to the extent that the Master Servicer can, in accordance with the related Mortgage Loan documents, require defeasance of any Mortgage Loan in lieu of accepting a prepayment of principal thereunder, including a prepayment of principal accompanied by a Prepayment Premium or Yield Maintenance Charge, the Master Servicer shall, to the extent it is consistent with the Servicing Standard, require such defeasance, provided that the conditions set forth in clauses (i) through (vi) of the preceding sentence have been satisfied. Any customary and reasonable out-of-pocket expense incurred by the Master Servicer pursuant to this Section 3.20(h) shall be paid by the Mortgagor of the defeased Mortgage Loan pursuant to the related Mortgage, Mortgage Note or other pertinent document, if so allowed by the terms of such documents, and otherwise such expenses shall be recoverable as a Servicing Advance. Notwithstanding the foregoing, if at any time, a court with evidence jurisdiction in the matter shall hold that the related Mortgagor may obtain a release of notification upon receipt the subject Mortgaged Property but is not obligated to deliver the full amount of the defeasance collateral contemplated by the related Mortgage Loan documents (or cash sufficient to purchase such defeasance collateral), then the Master Servicer shall (i) if consistent with the related Mortgage Loan documents, refuse to allow the defeasance of the Mortgage Loan or (ii) if the Master Servicer cannot so refuse and if the related Mortgagor has delivered cash to purchase the defeasance collateral, the Master Servicer shall either (A) buy such defeasance collateral or (B) prepay the Mortgage Loan, in either case, in accordance with the Servicing Standard. For purposes of this paragraph, a "single purpose entity" shall mean a Person, other than an individual, whose organization documents provide as follows: it is formed solely for the purpose of owning and operating a single property, assuming a Mortgage Loan and owning and pledging the Defeasance Collateral; it may not engage in any business unrelated to such property and the financing thereof; it does not have and may not own any assets other than those related to its interest in the property or the financing thereof and may not incur any indebtedness other than as permitted by the related Mortgage; it shall maintain its own books, records and accounts, in each case which are separate and apart from the public recording office.books, records and accounts of any other person; it shall hold regular meetings, as appropriate, to conduct its business, and s

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 ’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 ’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 ’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 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. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 of the Upper-Tier REMIC or the Lower-Tier REMIC andREMIC. Notwithstanding the foregoing, in either case, such modification, waiver, forbearance or amendment no Opinion of Counsel need be delivered if the purpose of the modification is reasonably likely to produce reduce the Monthly Payment on a greater recovery with respect to such Mortgage Loan than would liquidationas a result of a partial Principal Prepayment; provided that the Mortgage Loan is fully amortized by its original maturity date. 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.[Reserved] (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 servicing compensationServicing 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 compensationServicing Compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 REMIC, and, in either case, such modification, waiver, forbearance or amendment is reasonably likely likely, in the Servicer's judgment, 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 servicing compensationServicing 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 compensationServicing Compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, The Master Servicer and the Special Servicer each may agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive interest 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 it is required to service and administer hereunder, without the consent of the Trustee or any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: 109 (bi) The other than as provided in Sections 3.02 and 3.08, the Master Servicer (in such capacity) 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modification, waiver, forbearance, or amendment would: that would (iA) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; , (iiB) affect the obligation of the related Mortgagor to pay any Prepayment Premium or permit a Principal Prepayment during any period when the terms of the Mortgage Loan prohibit the making of Principal Prepayments or, (C) in the Master Servicer's good faith and reasonable judgment, materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or the Special Servicer (iiiin such capacity) otherwise constitute may, however, 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, a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unlessSpecially Serviced Mortgage Loan that would have any such effect, but only if, in either casethe Special Servicer's reasonable and good faith judgment, (A) a material default on such Mortgage Loan has occurred or a default in respect of payment on 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 reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery to Certificateholders on a present value basis, than would liquidation; (ii) any such action taken by the Special Servicer shall be accompanied by an Officer's Certificate to such effect and to which is attached the present value calculation which establishes the basis for such determination, a copy of which shall be delivered to the Trustee for delivery to the Rating Agencies; (iii) neither the Master Servicer nor the Special Servicer may extend the Stated Maturity Date of any Mortgage Loan beyond the date that is two years prior to the Rated Final Distribution Date and, in the case of any Mortgage Loan that is secured solely by a Ground Lease, the Master Servicer or the Special Servicer, as the case may be, shall give due consideration to the remaining term of such Ground Lease prior to extending the Stated Maturity Date of the Mortgage Loan; (iv) neither the Master Servicer nor the Special Servicer shall make or permit any modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.20(a) or clause (h) of Section 3.19 with respect to, any Mortgage Loan that would (A) cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)) result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day of any such REMIC under the REMIC Provisions or (B) cause any Mortgage Loan to cease to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (neither the Master Servicer nor the Special Servicer shall be liable for judgments as regards decisions made under this subsection which were made in good faith and, unless it would constitute bad faith or negligence to do so, each of the Master Servicer and the Special Servicer may rely on opinions of counsel in making such decisions); (v) neither the Master Servicer nor the Special Servicer shall permit any Mortgagor to add or substitute any collateral for an outstanding Mortgage Loan, which collateral constitutes real property, unless the Master Servicer or the Special Servicer, as the case may be, shall have first determined, in its reasonable and good faith 110 judgment, based upon an Environmental Assessment performed within the twelve months prior to such determination (and such additional environmental testing as the Master Servicer or Special Servicer, as the case may be, deems necessary and appropriate) prepared by an Independent Person who regularly conducts Environmental Assessments (and such additional environmental testing), at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations; (vi) neither the Master Servicer nor the Special Servicer shall release or substitute any collateral securing an outstanding Mortgage Loan except as provided in Sections 3.08 and 3.09(d) and except in the case of a release where (A) the use of the collateral to be released will not, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, materially and adversely affect the Net Operating Income being generated by or the use of the related Mortgaged Property, (B) there is a corresponding principal paydown of such Mortgage Loan in an amount at least equal to, or a delivery of substitute collateral with an Appraised Value at least equal to, the Appraised Value of the collateral to be released, (C) the remaining Mortgaged Property and any substitute collateral is, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, adequate security for the remaining Mortgage Loan and (D) the Master Servicer or Special Servicer, as applicable, has received Rating Agency Confirmation with respect to such release or substitution; provided that (x) the limitations, conditions and restrictions set forth in clauses (i) through (vi) above shall not apply to any modification of any term of any Mortgage Loan or any other acts referenced in this Section 3.20(a) that is required under the terms of such Mortgage Loan in effect on the Closing Date and that is solely within the control of the related Mortgagor, and (y) notwithstanding clauses (i) through (vi) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. Neither the Master Servicer nor the Special Servicer may extend the Maturity Date on any Mortgage Loan except pursuant to this Section 3.20(a) or as otherwise required under the related loan documents; and (vii) the Master Servicer shall not consent to any assumption of a Mortgage Loan or release of any earnout reserve amounts with respect to any Specified Earnout Reserve Loan unless the Special Servicer shall have approved such assumption or release in writing. (b) Neither the Master Servicer nor the Special Servicer shall have any liability to the Trust Fund, the Certificateholders or any other Person if its analysis and determination that the modification, waiver, amendment or other action contemplated by Section 3.20 (a) is reasonably likely to produce a greater recovery to Certificateholders on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in good faith by the Master Servicer or Special Servicer and the Master Servicer or Special Servicer was not negligent in ascertaining the pertinent facts. Subject The Master Servicer shall not have any liability to Customary Servicing Proceduresthe Trust Fund, the Servicer may permit a forbearance for a Mortgage Loan which in Certificateholders or any other Person with respect to the Special Servicer's judgment is subject to imminent default.approval, disapproval or delay in processing any assumption or earnout release as provided in Section 3.20(a)(vii) (c) Any payment of interest, which is deferred pursuant to any modification, waiver, forbearance waiver 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 Master Servicer and, with respect to a Specially Serviced Mortgaged Loan, the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's or the Special Servicer's discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable or customary fee (not to exceed 1.0% of the unpaid principal balance of the related Mortgage Loan) 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 compensationit. (e) The Except for waivers of Penalty Charges and notice periods, all material modifications, waivers and amendments of the Mortgage Loans entered into pursuant to this Section 3.20 shall be in writing. (f) Each of the Master Servicer and the Special Servicer shall notify the TrusteeTrustee and such other party, in writing, of any modification, waiver, forbearance waiver (other than a waiver of Penalty Charges) or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance waiver or amendment, promptly (and in any event within ten 10 Business Days) following the execution thereof; provided. (g) The Master Servicer or Special Servicer, howeveras applicable, shall not waive the payment of any fees by a borrower that if any such modification, waiver, forbearance may be due or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver partially due to the Trustee a copy thereof and (ii) shall deliver to the Trustee other party without such document, with evidence of notification upon receipt thereof from the public recording officeother party's consent.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21The Master Servicer and the Special Servicer each may, consistent with the Servicer may Servicing Standard, agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive or defer the payment of interest (including, without limitation, Default Interest and Additional Interest) on and principal of, forgive late payment charges and Prepayment Premiums 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 it is required to service and administer hereunder, without the consent of the Trustee or any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as expressly provided in Section .02 (with respect to Default Charges), Section 3.08 (with respect to due-on-sale and due-on-encumbrance clauses) and Section 3.20(f) (with respect to Additional Interest), the Master 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modification, waiver, forbearance, or amendment would: (i) it is required to service and administer hereunder that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (ii) thereunder or, in the Master Servicer's good faith and reasonable judgment, materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; the Special Servicer may, however, 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, a Specially Serviced Mortgage Loan that would have any such effect, but only if a material default on such Mortgage Loan has occurred or (iii) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe Special Servicer's reasonable and good faith judgment, (A) a default in respect of payment on 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 reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery to Certificateholders (as a collective whole) on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate (or, in the case of a Hyper-Amortization Loan after its Anticipated Repayment Date, the related Net Mortgage Rate in effect immediately prior to such Anticipated Repayment Date)), than would liquidation; (ii) the Special Servicer may not, in connection with any particular extension, extend the maturity date of any Specially Serviced Mortgage Loan beyond _________ ____, 20__; (iii) neither the Master Servicer nor the Special Servicer shall make or permit any modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.20(a) or in Section 3.08 with respect to, any Mortgage Loan that would (A) cause REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day of either such REMIC under the REMIC Provisions or (B) cause any Mortgage Loan to cease to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (neither the Master Servicer nor the Special Servicer shall be liable for decisions made under this subsection which were made in good faith and, unless it would constitute bad faith or negligence to do so, each of the Master Servicer and the Special Servicer may rely on Opinions of Counsel in making such decisions); (iv) neither the Master Servicer nor the Special Servicer shall permit any Mortgagor to add or substitute any collateral for an outstanding Mortgage Loan, which additional or substitute collateral constitutes real property, unless the Special Servicer shall have first determined in accordance with the Servicing Standard, based upon a Phase I Environmental Assessment (and such additional environmental testing as the Special Servicer deems necessary and appropriate) prepared by an Independent Person who regularly conducts Phase I Environmental Assessments (and such additional environmental testing), at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations; and (v) neither the Master Servicer nor the Special Servicer shall release any collateral securing an outstanding Mortgage Loan (including, without limitation, as part of a substitution of collateral), except in connection with a payment in full or, subject to the other provisions of this Section 3.20, a discounted payoff of such Mortgage Loan, or except as provided in Section 3.09(d), or except where the Rating Agencies have been notified in writing and (A) either (1) the use of the collateral to be released will not, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, materially and adversely affect the Net Operating Income being generated by or the use of the related Mortgaged Property, or (2) there is a corresponding principal paydown of such Mortgage Loan in an amount at least equal to, or a delivery of substitute collateral with an appraised value at least equal to, the appraised value of the collateral to be released, (B) the remaining Mortgaged Property and any substitute collateral is, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, adequate security for the remaining Mortgage Loan and (C) if the collateral that is being released has an Appraised Value in excess of $3,000,000, __________ has confirmed in writing that such release and/or substitution would not result in the downgrade, qualification or withdrawal of the rating then assigned by __________ to any Class of Certificates; provided that (1) the limitations, conditions and restrictions set forth in clauses (i) through (v) above shall not apply to any of the acts referenced in this Section 3.20(a) in respect of any Mortgage Loan that is expressly provided for, or that the related Mortgagor is permitted to effect without the mortgagee's consent, in any event under the terms of such Mortgage Loan in effect on the Closing Date, and (2) notwithstanding clauses (i) through (v) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (b) The Special Servicer shall have no liability to the Trust, the Certificateholders or any other Person if its analysis and determination that the modification, waiver, amendment or other action contemplated by Section 3.20 (a) is reasonably likely to produce a greater recovery to Certificateholders on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in good faith by the Special Servicer and the Special Servicer has complied with the Servicing Standard in ascertaining the pertinent facts. Subject Each such determination shall be evidenced by an Officer's Certificate to Customary Servicing Procedures, such effect to be delivered by the Special Servicer may permit a forbearance for a Mortgage Loan which in to the Servicer's judgment is subject to imminent defaultTrustee. (c) Any payment of interest, which is deferred pursuant to any modification, waiver, forbearance or amendment permitted hereunderSection 3.20(a), shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit or that such modification, waiver or amendment so permitinterest may actually be capitalized. (d) The Master Servicer and the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing (except with respect to any waiver pursuant to subsection (f) below), the granting of which is within the Master Servicer's or Special Servicer's, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable or and customary fee (not to exceed 1.0% of the unpaid principal balance of the related Mortgage Loan) 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 compensationit. (e) The All modifications, waivers, amendments and other actions entered into or taken in respect of the Mortgage Loans pursuant to the preceding subsections of this Section 3.20 shall be in writing. Each of the Master Servicer and the Special Servicer shall notify the other such party and the Trustee, in writing, of any modification, waiver, forbearance amendment or amendment of any term other action entered into or taken in respect of any Mortgage Loan pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in the related Mortgage FileFile (with a copy to the other such party), an original counterpart of the agreement relating to such modification, waiver, forbearance amendment or amendmentother action, promptly (and in any event within ten ____ Business Days) following the execution thereof; provided. In addition, however, that if following the execution of any such modification, waiver, forbearance waiver or amendment is required agreed to by applicable law the Special Servicer pursuant to be recordedSection 3.20(a) above, the Special Servicer (i) shall deliver to the Master Servicer and the Trustee an Officer's Certificate setting forth in reasonable detail the basis of the determination made by it pursuant to clause (i) of Section 3.20(a). (f) With respect to any Hyper-Amortization Loan after its Anticipated Repayment Date, the Master Servicer shall be permitted, in its discretion, to waive (such waiver to be in writing addressed to the related Mortgagor, with a copy thereof and (ii) shall deliver to the Trustee Trustee) all or any accrued Additional Interest if, prior to the related maturity date, the related Mortgagor has requested the right to prepay the Mortgage Loan in full together with all payments required by the Mortgage Loan in connection with such documentprepayment except for all or a portion of accrued Additional Interest, with evidence provided that the Master Servicer's determination to waive the right to such accrued Additional Interest is reasonably likely to produce a greater payment to Certificateholders on a present value basis (the relevant discounting of notification upon receipt thereof from anticipated collections that will be distributable to Certificateholders to be performed at the public recording officerelated Net Mortgage Rate in effect immediately prior to the related Anticipated Repayment Date) than a refusal to waive the right to such Additional Interest. The Master Servicer will have no liability to the Trust, the Certificateholders or any other person so long as such determination is based on such criteria.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 or (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 of the Upper-Tier REMIC or the Lower-Tier REMIC andREMIC. Notwithstanding the foregoing, in either case, such modification, waiver, forbearance or amendment no Opinion of Counsel need be delivered if the purpose of the modification is reasonably likely to produce reduce the Monthly Payment on a greater recovery with respect to such Mortgage Loan than would liquidationas a result of a partial Principal Prepayment provided that the Mortgage Loan is fully amortized by its original maturity date. 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 servicing compensationServicing 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 compensationServicing Compensation. (ed) The Servicer shall notify the Depositor and the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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 Trustee, the Securities Administrator 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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either case, unless (A) such the Mortgagor is in default with respect to the Mortgage Loan is 90 days or more past due or such default is, in the judgment of the Servicer, reasonably foreseeable, and (B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect has reasonably determined that such modification, waiver, forbearance or amendment is in the best interests of the Certificateholders in the aggregate. Notwithstanding the foregoing, the Servicer shall not permit any modification with respect to any Mortgage Loan that would not affect (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations, (y) cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC status Provisions or, (z) extend the final maturity date with respect to any Mortgage Loan in a Loan Group beyond the Final Scheduled Maturity Date for the Certificates in the Related Group. For the avoidance of either doubt, a modification, waiver, forbearance, or amendment shall be deemed to be in the Upper-Tier REMIC or best interests of the Lower-Tier REMIC and, Certificateholders in either case, the aggregate if the Servicer determines that such modification, waiver, forbearance or amendment is reasonably likely to produce a greater recovery with respect to such increase the proceeds of the related Mortgage Loan than would liquidationover the amount expected to be collected pursuant to foreclosure. 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 servicing compensationServicing 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 compensationServicing Compensation. (ed) The Servicer shall notify the Depositor, the Securities Administrator and the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee Trustee, or the Custodian on the Trustee's behalf, a copy thereof and (ii) shall deliver to the Trustee Trustee, or the Custodian on the Trustee's behalf, such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. 113 (a) Subject to this Section 3.21, The Master Servicer and the Special Servicer each may agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive interest 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 it is required to service and administer hereunder, without the consent of the Trustee or any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as provided in Sections 3.02 and 3.08, the Master Servicer (in such capacity) 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modification, waiver, forbearance, or amendment would: that would (iA) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; , (iiB) affect the obligation of the related Mortgagor to pay any Prepayment Premium or permit a Principal Prepayment during any period when the terms of the Mortgage Loan prohibit the making of Principal Prepayments or, (C) in the Master Servicer's good faith and reasonable judgment, materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or the Special Servicer (iiiin such capacity) otherwise constitute may, however, 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, a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unlessSpecially Serviced Mortgage Loan that would have any such effect, but only if, in either casethe Special Servicer's reasonable and good faith judgment, (A) a material default on such Mortgage Loan has occurred or a default in respect of payment on 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 reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery to Certificateholders on a present value basis, than would liquidation; (ii) any such action taken by the Special Servicer shall be accompanied by an Officer's Certificate to such effect and to which is attached the present value calculation and a brief summary of the rationale and factual information which supports such rationale, which establishes the basis for such determination, a copy of which shall be delivered to the Trustee for delivery to the Rating Agencies; (iii) neither the Master Servicer nor the Special Servicer may extend the Stated Maturity Date of any Mortgage Loan beyond the date that is two years prior to the Rated Final Distribution Date and, in any event, shall not permit one or more extensions of the Stated Maturity Date of any Mortgage Loan that would, in the aggregate, extend the Stated Maturity Date of that Mortgage Loan by more than five years and, in the case of any Mortgage Loan that is secured solely by a Ground Lease, the Master Servicer or the Special Servicer, as the case may be, shall give due consideration to the remaining term of such Ground Lease prior to extending the Stated Maturity Date of the Mortgage Loan; (iv) neither the Master Servicer nor the Special Servicer shall make or permit any modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.20(a) or clause (h) of Section 3.19 with respect to, any Mortgage Loan that would (A) cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)) result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day of any such REMIC under the REMIC Provisions or (B) cause any Mortgage Loan to cease to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (neither the Master Servicer nor the Special Servicer shall be liable for judgments as regards decisions made under this subsection which were made in good faith and, unless it would constitute bad faith or negligence to do so, each of the Master Servicer and the Special Servicer may rely on opinions of counsel in making such decisions); (v) neither the Master Servicer nor the Special Servicer shall permit any Mortgagor to add or substitute any collateral for an outstanding Mortgage Loan, which collateral constitutes real property, unless the Master Servicer or the Special Servicer, as the case may be, shall have first determined, in its reasonable and good faith judgment, based upon an Environmental Assessment performed within the twelve months prior to such determination (and such additional environmental testing as the Master Servicer or Special Servicer, as the case may be, deems necessary and appropriate) prepared by an Independent Person who regularly conducts Environmental Assessments (and such additional environmental testing), at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations; and (vi) neither the Master Servicer nor the Special Servicer shall release or substitute any collateral securing an outstanding Mortgage Loan except as provided in Sections 3.08 and 3.09(d) and except in the case of a release where (A) the use of the collateral to be released will not, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, materially and adversely affect the Net Operating Income being generated by or the use of the related Mortgaged Property, (B) there is a corresponding principal paydown of such Mortgage Loan in an amount at least equal to, or a delivery of substitute collateral with an Appraised Value at least equal to, the Appraised Value of the collateral to be released, (C) the remaining Mortgaged Property and any substitute collateral is, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, adequate security for the remaining Mortgage Loan and (D) the Master Servicer or Special Servicer, as applicable, has received Rating Agency Confirmation with respect to such release or substitution; provided that (x) the limitations, conditions and restrictions set forth in clauses (i) through (vi) above shall not apply to any modification of any term of any Mortgage Loan or any other acts referenced in this Section 3.20(a) that is required under the terms of such Mortgage Loan in effect on the Closing Date and that is solely within the control of the related Mortgagor, and (y) notwithstanding clauses (i) through (vi) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. Neither the Master Servicer nor the Special Servicer may extend the Maturity Date on any Mortgage 115 Loan except pursuant to this Section 3.20(a) or as otherwise required under the related loan documents. (b) Neither the Master Servicer nor the Special Servicer shall have any liability to the Trust Fund, the Certificateholders or any other Person if its analysis and determination that the modification, waiver, amendment or other action contemplated by Section 3.20 (a) is reasonably likely to produce a greater recovery to Certificateholders on a present value basis than would liquidation. Subject , should prove to Customary Servicing Proceduresbe wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in good faith by the Master Servicer may permit a forbearance for a Mortgage Loan which or Special Servicer and the Master Servicer or Special Servicer was not negligent in ascertaining the Servicer's judgment is subject to imminent defaultpertinent facts. (c) Any payment of interest, which is deferred pursuant to any modification, waiver, forbearance waiver 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 Master Servicer and, with respect to a Specially Serviced Mortgaged Loan, the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's or the Special Servicer's discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable or customary fee (not to exceed 1.0% of the unpaid principal balance of the related Mortgage Loan) 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 compensationit. (e) The Except for waivers of Penalty Charges and notice periods, all material modifications, waivers and amendments of the Mortgage Loans entered into pursuant to this Section 3.20 shall be in writing. (f) Each of the Master Servicer and the Special Servicer shall notify the TrusteeTrustee and such other party, in writing, of any modification, waiver, forbearance waiver (other than a waiver of Penalty Charges) or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance waiver or amendment, promptly (and in any event within ten 10 Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either case, unless (A) such the Mortgagor is in default with respect to the Mortgage Loan is 90 days or more past due or such default is, in the judgment of the Servicer, reasonably foreseeable, and (B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect has reasonably determined that such modification, waiver, forbearance or amendment is in the best interests of the Certificateholders. Notwithstanding the foregoing, the Servicer shall not permit any modification with respect to any Mortgage Loan that would not affect (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations, (y) cause the REMIC status of either to fail to qualify as a REMIC under the Upper-Tier REMIC Code or the Lower-Tier imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC andProvisions or, (z) extend the final maturity date with respect to any Mortgage Loan in either casea Loan Group beyond the Final Scheduled Maturity Date for the Certificates in the Related Group. For the avoidance of doubt, a modification, waiver, forbearance, or amendment shall be deemed to be in the best interests of the Certificateholders if the Servicer determines that such modification, waiver, forbearance or amendment is reasonably likely to produce a greater recovery with respect to such increase the proceeds of the related Mortgage Loan than would liquidationover the amount expected to be collected pursuant to foreclosure. 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 servicing compensationServicing 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 compensationServicing Compensation. (ed) The Servicer shall notify the Depositor and the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21Sections 3.20(b) through 3.20(m) below and further subject to Sections 3.08(b) and 6.11, the Master Servicer may (to the extent provided in Section 3.02(a) and Section 3.20(i) below) and the Special Servicer may, on behalf of the Trustee, agree to any modification, waiver, forbearance, waiver or amendment of any term of any Mortgage Loan (including, subject to Section 3.20(i), the lease reviews and lease consents related thereto) without the consent of the Trustee or any Certificateholder. . (b) All modifications, waivers, forbearances waivers or amendments of any Mortgage Loan (including, subject to Section 3.20(i), the lease reviews and lease consents related thereto) shall be in writing and shall be consistent considered and effected in accordance with Customary the Servicing Procedures. (b) The Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall not agree to enter intomake or permit or consent to, and shall not enter intoas applicable, 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 not otherwise permitted by this Section 3.20 that would constitute a "significant modification" of such Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (c) Except as provided in 3.20(d) and the last sentence of Section 3.02(a), the Special Servicer, on behalf of the Trustee, shall not agree or consent to any modification, waiver, forbearance, waiver or amendment of any term of any Mortgage Loan that would: (i) affect the amount or timing of any related payment of principal, interest or other amount (including Prepayment Premiums or Yield Maintenance Charges, but excluding Penalty Interest and amounts payable as additional servicing compensation) payable thereunder; (ii) affect the obligation of the related Mortgagor to pay a Prepayment Premium or Yield Maintenance Charge or permit a Principal Prepayment during any period in which the related Mortgage Note prohibits Principal Prepayments; (iii) except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(d), result in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as determined by an appraisal by an Independent Appraiser delivered to the Special Servicer at the expense of the related Mortgagor and upon which the Special Servicer may conclusively rely) of the property to be released other than in connection with a taking of all or part of the related Mortgaged Property or REO Property for not less than fair market value by exercise of the power of eminent domain or condemnation or casualty or hazard losses with respect to such Mortgaged Property or REO Property; (iv) if such Mortgage Loan is equal to or in excess of 5% of the then aggregate current principal balances of all Mortgage Loans or $35,000,000, or is one of the ten largest Mortgage Loans by Stated Principal Balance as of such date, permit the transfer or transfers of (A) the related Mortgaged Property or any interest therein or (B) equity interests in the borrower or any equity owner of the borrower that would result, in the aggregate during the term of the related Mortgage Loan, in a transfer greater than 49% of the total interest in the borrower and/or any equity owner of the borrower or a transfer of voting control in the borrower or an equity owner of the borrower without the prior written confirmation from each Rating Agency that such changes will not result in the qualification, downgrade or withdrawal to the ratings then assigned to the Certificates; (v) allow any additional lien on the related Mortgaged Property if such Mortgage Loan is equal to or in excess of 2% of the then aggregate current principal balances of the Mortgage Loans or $20,000,000, is one of the ten largest Mortgage Loans by Stated Principal Balance as of such date, or with respect to S&P only, has an aggregate Loan-to-Value Ratio that is equal to or greater than 85% or has an aggregate Debt Service Coverage Ratio that is less than 1.20x, without the prior written confirmation from each Rating Agency (as applicable) that such change will not result in the qualification, downgrade or withdrawal or the ratings then assigned to the Certificates; or (vi) in the reasonable, good faith judgment of the Special Servicer's judgment, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or. (d) Notwithstanding Section 3.20(c), but subject to the third paragraph of this Section 3.20(d), and the rights of the Controlling Class Representative and the rights (if any) of a Companion Holder pursuant to the related Intercreditor Agreement, the Special Servicer may (i) reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the amount of the Periodic Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate, (iii) otherwise constitute forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a "significant modification" within Specially Serviced Mortgage Loan, (iv) extend the meaning maturity date of Treasury Regulations Section 1.860G-2(b)any Specially Serviced Mortgage Loan, or (v) accept a Principal Prepayment on any Specially Serviced Mortgage Loan during any Lockout Period; unless, in either case, provided that (A) such the related Mortgagor is in default with respect to the Specially Serviced Mortgage Loan or, in the reasonable, good faith judgment of the Special Servicer, such default is 90 days or more past due or reasonably foreseeable, and (B) in the reasonable, good faith judgment of the Special Servicer, such modification would increase the recovery on the Mortgage Loan to Certificateholders on a net present value basis (the relevant discounting of amounts that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate). In the case of every other modification, waiver or consent, the Special Servicer delivers to the Trustee shall determine and may rely on an Opinion of Counsel (which Opinion of Counsel shall be an expense of the Trust Fund to the extent not paid by the related Mortgagor) to the effect that such modification, waiver, forbearance waiver or amendment would not affect both (1) effect an exchange or reissuance of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b) of the Code and (2) cause any of the Loan REMIC, REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC status Provisions. In addition, notwithstanding Section 3.20(c), but subject to the third paragraph of either this Section 3.20(d), the Upper-Tier REMIC or Special Servicer may extend the Lower-Tier REMIC anddate on which any Balloon Payment is scheduled to be due in respect of a Specially Serviced Mortgage Loan if the conditions set forth in the proviso to the prior paragraph are satisfied and the Special Servicer has obtained an Appraisal of the related Mortgaged Property, in either caseconnection with such extension, which Appraisal supports the determination of the Special Servicer contemplated by clause (B) of the proviso to the immediately preceding paragraph. In no event will the Special Servicer (i) extend the maturity date of a Mortgage Loan beyond a date that is two years prior to the Rated Final Distribution Date, (ii) reduce the Mortgage Rate of a Mortgage Loan to less than the lesser of (A) the original Mortgage Rate of such modificationMortgage Loan, waiver(B) the highest Pass-Through Rate of any Class of Certificates (other than the Class IO Certificates) then outstanding and (C) a rate below the then prevailing interest rate for comparable loans, forbearance or amendment as determined by the Special Servicer, (iii) if the Mortgage Loan is reasonably likely to produce secured by a greater recovery with respect to Ground Lease (and not by the corresponding fee simple interest), extend the maturity date of such Mortgage Loan beyond a date which is less than would liquidation. Subject 20 years prior to Customary Servicing Procedures, the Servicer may permit a forbearance for a expiration of the term of such Ground Lease; (iv) defer interest due on any Mortgage Loan which in excess of 10% of the Stated Principal Balance of such Mortgage Loan or defer the collection of interest on any Mortgage Loan without accruing interest on such deferred interest at a rate at least equal to the Mortgage Rate of such Mortgage Loan. The determination of the Special Servicer contemplated by clause (B) of the proviso to the first paragraph of this Section 3.20(d) shall be evidenced by an Officer's Certificate to such effect delivered to the Trustee and the Master Servicer and describing in reasonable detail the basis for the Special Servicer's judgment is subject determination. The Special Servicer shall append to imminent defaultsuch Officer's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination. (ce) Any payment of interest, which interest that is deferred pursuant to any modification, waiver, forbearance waiver or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or such modification, waiver or amendment so permit. The foregoing shall in no way limit the Special Servicer's ability to charge and collect from the Mortgagor costs otherwise collectible under the terms of the related Mortgage Note and this Agreement together with interest thereon. (df) The Special Servicer or, with respect to clause (i) below, the Master Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Servicer's its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicer, it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request, together with provided such fee would not itself be a "significant modification" pursuant to Treasury Regulations Section 1.1001-3(e)(2) and (ii) any related costs and expenses incurred by it. In no event shall the Servicer, which amount shall Special Servicer be retained by entitled to payment for such fees or expenses unless such payment is collected from the Servicer as additional servicing compensationrelated Mortgagor. (eg) The Special Servicer shall notify the Master Servicer, any related Sub-Servicers, the Trustee, the Controlling Class Representative, with respect to any Co-Lender Loan, the related Companion Holder and the Rating Agencies, in writing, of any material modification, waiver, forbearance waiver or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if . Copies of each agreement whereby any such modification, waiver, forbearance waiver or amendment of any term of any Mortgage Loan is effected shall be made available for review upon prior request during normal business hours at the offices of the Special Servicer pursuant to Section 3.15 hereof. (h) The Master Servicer shall not permit defeasance of any Mortgage Loan (x) on or before the earliest date on which defeasance is permitted under the terms of such Mortgage Loan, and (y) to the extent inconsistent with the terms of such Mortgage Loan. Unless and to the extent the Master Servicer is precluded from preventing such defeasance by the related Mortgage Loan documents or otherwise (provided that the Master Servicer shall not allow such defeasance to cause any of the Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC, and provided further, the Master Servicer may rely on an Opinion of Counsel as provided for in (ii) below), the Master Servicer will not permit defeasance of any Mortgage Loan, unless: (i) the defeasance collateral consists of "Government Securities" within the meaning of the Investment Company Act of 1940, (ii) the Master Servicer has determined that the defeasance will not result in an Adverse REMIC Event (provided that the Master Servicer shall be entitled to rely conclusively on an Opinion of Counsel to that effect), (iii) the Master Servicer has notified the Rating Agencies, (iv) to the extent the defeasance of the Mortgage Loan is required by the then current applicable law Rating Agency criteria to be recordedreviewed by a Rating Agency, such Rating Agency has confirmed that such defeasance will not result in the Servicer qualification, downgrade or withdrawal of the rating then assigned to any Class of Certificates to which a rating has been assigned by such Rating Agency (provided, that no confirmation from S&P shall be required if the Mortgage Loan being defeased, together with all Mortgage Loans cross-collateralized with such Mortgage Loan, (i) shall deliver to is not one of the Trustee a copy thereof ten (10) largest Mortgage Loans (or cross-collateralized groups of Mortgage Loans) by Stated Principal Balance in the Trust Fund, and (ii) has a Stated Principal Balance at the time of the defeasance that is less than $20,000,000 and less than 5% of the aggregate Stated Principal Balance at the time of the defeasance of the Mortgage Loans and the Master Servicer shall deliver have delivered a Defeasance Certificate substantially in the form of Exhibit P hereto), (v) the Master Servicer has requested and received from the related Mortgagor (A) an Opinion of Counsel generally to the effect that the Trustee will have a perfected, first priority security interest in such defeasance collateral and (B) written confirmation from a firm of Independent accountants stating that payments made on such defeasance collateral in accordance with the terms thereof will be sufficient to pay the subject Mortgage Loan in full on or before its Stated Maturity Date and in accordance with the Periodic Payment (or, in the case of an ARD Loan, on or before its Anticipated Repayment Date) and to timely pay each Periodic Payment scheduled to be due prior thereto but after the defeasance and (vi) a single purpose entity (as defined below) is designated to assume the Mortgage Loan and own the defeasance collateral; provided that, if under the terms of the related Mortgage Loan documents, the related Mortgagor delivers cash to purchase the defeasance collateral rather than the defeasance collateral itself, the Master Servicer shall purchase the U.S. government obligations contemplated by the related Mortgage Loan documents on behalf of the related Mortgagor. Any customary and reasonable out-of-pocket expense incurred by the Master Servicer pursuant to this Section 3.20(h) shall be paid by the Mortgagor of the defeased Mortgage Loan pursuant to the related Mortgage, Mortgage Note or other pertinent document. Notwithstanding the foregoing, if at any time, a court with evidence jurisdiction in the matter shall hold that the related Mortgagor may obtain a release of notification upon receipt the subject Mortgaged Property but is not obligated to deliver the full amount of the defeasance collateral contemplated by the related Mortgage Loan documents (or cash sufficient to purchase such defeasance collateral), then the Master Servicer shall (i) if consistent with the related Mortgage Loan documents, refuse to allow the defeasance of the Mortgage Loan or (ii) if the Master Servicer cannot so refuse and if the related Mortgagor has delivered cash to purchase the defeasance collateral, the Master Servicer shall either (A) buy such defeasance collateral or (B) prepay the Mortgage Loan, in either case, in accordance with the Servicing Standard. For purposes of this paragraph, a "single purpose entity" shall mean a Person, other than an individual, whose organizational documents provide as follows: it is formed solely for the purpose of owning and pledging the Defeasance Collateral related to the Mortgage Loans; it may not engage in any business unrelated to such Defeasance Collateral and the financing thereof; it does not have and may not own any assets other than those related to its interest in the Defeasance Collateral or the financing thereof from and may not incur any indebtedness other than as permitted by the public recording office.related Mortgage; it shall maintain its own books, records and accounts, in each case which are separate

Modifications, Waivers, Amendments and Consents. (a) Subject The Special Servicer (solely as to this Section 3.21, Specially Serviced Mortgage Loans) and the Master Servicer (solely as to Performing Mortgage Loans) each may (consistent with the Servicing Standard) agree to any modification, waiver, forbearance, waiver or amendment of any term of, extend the maturity of, defer or forgive interest (including Default Interest and Post-ARD 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 Borrower on or any guarantor of, any Mortgage Loan without the consent it is required to service and administer hereunder, subject, however, to Sections 3.08 and 3.24 and, further to each of the Trustee or any Certificateholder. All modificationsfollowing limitations, waivers, forbearances or amendments of any Mortgage Loan shall be in writing conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as provided in Sections 2.03(b), 3.02, 3.08, 3.20(g) and 3.20(j), the Master 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modificationLoan, waiver, forbearance, or amendment would: (i) that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunderunder such Mortgage Loan or affect the security for such Mortgage Loan, unless 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 notice of any Borrower request for such modification, waiver or amendment, the Master Servicer's recommendations and analysis, and with 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 (C) if any such consent has not been expressly denied within ten Business Days of the Special Servicer's receipt from the Master Servicer of the Master Servicer's recommendations and analysis and all information reasonably requested thereby and reasonably available to the Master Servicer in order to make an informed decision (or, if the Special Servicer did not request any information, within ten Business Days from such notice), such consent shall be deemed to have been granted); (ii) other than as provided in Sections 3.02, 3.08 and 3.20(f), the Special Servicer shall not agree to (or, in the case of a Performing Mortgage Loan, consent to the Master Servicer's judgmentagreeing to) any modification, waiver or amendment of any term of, or take (or, in the case of a Performing Mortgage Loan, consent to the Master Servicer's taking) any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the reasonable, good faith judgment of the Special Servicer, would materially impair the security for such Mortgage Loan, unless a material default on such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; has occurred or (iii) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe reasonable, (A) good faith judgment of the Special Servicer, a default in respect of payment on 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 reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery with respect to Certificateholders (as a collective whole) on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be done at the related Net Mortgage Rate), than would liquidation; (iii) the Special Servicer shall not extend (or, in the case of a Performing Mortgage Loan, consent to the Master Servicer's extending) the date on which any Balloon Payment is scheduled to be due on any Mortgage Loan to a date beyond the earliest of (A) the fifth anniversary of such Mortgage Loan's Stated Maturity Date, (B) two years prior to the Rated Final Distribution Date, (C) if such Mortgage Loan than would liquidation. Subject to Customary Servicing Procedures, the Servicer may permit a forbearance for is secured by a Mortgage Loan which solely or primarily on the related Borrower's leasehold interest in the Servicer's judgment is subject to imminent default. related Mortgaged Property, 20 years (c) Any payment of interestor, 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 extent consistent with the Servicing Standard, giving due consideration to the remaining term of the Ground Lease, 10 years) prior to the end of the then current term of the related Mortgage LoanGround Lease (plus any unilateral options to extend), notwithstanding that the terms of and (D) if such Mortgage Loan is covered by an environmental insurance policy, two years prior to the expiration of the term of such policy unless the Special Servicer shall have first determined in its reasonable, good faith judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing obtained by the Master Servicer or such the Special Servicer that the Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, and at the expense of the Borrower, that there are no circumstances or conditions present at the related Mortgaged Property for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations; (iv) neither the Master Servicer nor the Special Servicer shall make or permit any modification, waiver or amendment so permit.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 result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool; (dv) The Servicer maysubject to applicable law, 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 Documents and is permitted by the terms of this AgreementServicing Standard, require that such Mortgagor pay to neither the Servicer, as additional servicing compensation, a reasonable or customary fee for Master Servicer nor 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. (e) The Special Servicer shall notify the Trustee, in writing, of permit any modification, waiver, forbearance waiver or amendment of any term of any Mortgage Loan unless all related fees and expenses are paid by the date thereofBorrower; (vi) the Special Servicer shall not permit (or, in the case of a Performing Mortgage Loan, consent to the Master Servicer's permitting) any Borrower to add or substitute any real estate collateral for its Mortgage Loan unless the Special Servicer shall have first (A) determined in its reasonable, good faith judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, at the expense of the Borrower, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations and (B) received written confirmation from each Rating Agency that such addition or substitution of collateral will not, in and of itself, result in an Adverse Rating Event with respect to any Class of Rated Certificates; and (vii) the Special Servicer shall deliver not release (or, in the case of a Performing Mortgage Loan, consent to the Master Servicer's releasing), including in connection with a substitution contemplated by clause (vi) above, any collateral securing an outstanding Mortgage Loan, except as provided in Section 3.09(d), or except where a Mortgage Loan (or, in the case of a Cross-Collateralized Group, where such entire Cross-Collateralized Group) is satisfied, or except in the case of a release where (A) either (1) the use of the collateral to be released will not, in the good faith and reasonable judgment of the Special Servicer, materially and adversely affect the net operating income being generated by or the use of the related Mortgaged Property, or (2) there is a corresponding principal pay down of such Mortgage Loan in an amount at least equal to the appraised value of the collateral to be released (or substitute collateral with an appraised value at least equal to that of the collateral to be released, is delivered), (B) the remaining Mortgaged Property (together with any substitute collateral) is, in the Special Servicer's good faith and reasonable judgment, adequate security for the remaining Mortgage Loan and (C) such release would not, in and of itself, result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the Trustee (orby each Rating Agency); provided that the limitations, at the direction of the Trustee, the Custodian) for deposit conditions and restrictions set forth in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer clauses (i) through (vii) above shall deliver not apply to the Trustee any act or event (including, without limitation, a copy thereof and (ii) shall deliver to the Trustee such documentrelease, with evidence of notification upon receipt thereof from the public recording office.substitution or addition of

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, the each Servicer may agree to any modification, waiver, forbearance, or amendment of any term of any Mortgage Loan serviced by such Servicer 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 A 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;; or (ii) in the such 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 such Servicer delivers to the Trustee an Opinion of Counsel to the effect that such modification, waiver, forbearance or amendment would not affect the Trust Fund's 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 either Servicer may permit a forbearance for a Mortgage Loan serviced by such Servicer which in the such 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 Either 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 such Servicer's discretion pursuant to the Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the such 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 such Servicer, which amount shall be retained by the such Servicer as additional servicing compensation. (e) The Each Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan serviced by such Servicer and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the related Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, the each Servicer may agree to any modification, waiver, forbearance, or amendment of any term of any Mortgage Loan serviced by such Servicer 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 A 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 such 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 constitutes 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 such 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 either Servicer may permit a forbearance for a Mortgage Loan serviced by such Servicer which in the such 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 Either 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 such Servicer's discretion pursuant to the Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the such 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 such Servicer, which amount shall be retained by the such Servicer as additional servicing compensation. (e) The Each Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan serviced by such Servicer and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the related Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21The Master Servicer and the Special Servicer each may, consistent with the Servicer may Servicing Standard, agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive or defer the payment of interest (including, without limitation, Default Interest and Excess Interest) on and principal of, forgive Default Charges and Prepayment Premiums 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 it is required to service and administer hereunder, without the consent of the Trustee or any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as expressly provided in Section 3.02 (with respect to Default Charges), Section 3.08 (with respect to due-on-sale and due-on-encumbrance clauses) and Section 3.20(f) (with respect to Excess Interest), the Master 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modification, waiver, forbearance, or amendment would: (i) it is required to service and administer hereunder that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (ii) thereunder or, in the Master Servicer's good faith judgment, materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; the Special Servicer may, however, agree to any modification, waiver or amendment of any term of, extend the maturity of or take any of the other acts referenced in this Section 3.20(a) with respect to, a Specially Serviced Mortgage Loan that would have any such effect, but only if a material default on such Mortgage Loan has occurred or (iii) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe Special Servicer's reasonable and good faith judgment, (A) a default in respect of payment on 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 reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery to Certificateholders (as a collective whole) on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate (or, in the case of a Hyper-Amortization Loan after its Anticipated Repayment Date, the related Net Mortgage Rate in effect immediately prior to such Anticipated Repayment Date)), than would liquidation; (ii) the Special Servicer may not, in connection with any particular extension, extend the maturity date of any Mortgage Loan beyond March 18, 2028 or, in the case of a Mortgage Loan secured by a Mortgage on the applicable Mortgagor's leasehold interest in all or any material portion of the related Mortgaged Property (but not by a Mortgage on the fee interest in such Mortgaged Property or portion thereof), beyond a date that is ten years prior to the expiration of the related Ground Lease; (iii) neither the Master Servicer nor the Special Servicer shall make or permit any modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.20(a) or in Section 3.08 with respect to, any Mortgage Loan that would (A) cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day of either such REMIC under the REMIC Provisions or (B) cause any Mortgage Loan to cease to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (neither the Master Servicer nor the Special Servicer shall be liable for decisions made under this subsection which were made in good faith and, unless it would constitute bad faith or negligence to do so, each of the Master Servicer and the Special Servicer may rely on Opinions of Counsel in making such decisions); (iv) neither the Master Servicer nor the Special Servicer shall permit any Mortgagor to add or substitute any collateral for an outstanding Mortgage Loan, which additional or substitute collateral constitutes real property, unless the Special Servicer shall have first determined in accordance with the Servicing Standard, based upon a Phase I Environmental Assessment (and such additional environmental testing as the Special Servicer deems necessary and appropriate) prepared within the 12-month period prior to such determination by an Independent Person who regularly conducts Phase I Environmental Assessments (and such additional environmental testing), at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations (and, in the case of any Mortgage Loan with a then-outstanding principal balance that (together with the then-outstanding aggregate principal balance of all other Mortgage Loans cross-collateralized therewith or made to the same borrower or borrowers that are, to the actual knowledge of the Special Servicer, affiliated with the related borrower) exceeds the lesser of $40,000,000 and 5% of the then-aggregate Stated Principal Balance of the Mortgage Pool, shall have first obtained from each Rating Agency written confirmation that such addition or substitution of collateral will not result in a qualification, downgrade or withdrawal of any rating then assigned by such Rating Agency to any Class of Certificates); and (v) neither the Master Servicer nor the Special Servicer shall release any collateral securing an outstanding Mortgage Loan (including, without limitation, as part of a substitution of collateral), except in connection with a payment in full or, subject to the other provisions of this Section 3.20, a discounted payoff of such Mortgage Loan, or except as provided in Section 3.09(d), or except where the Rating Agencies have been notified in writing and (A) either (1) the use of the collateral to be released will not, in the Master Servicer's or Special Servicer's, as the case may be, good faith judgment, materially and adversely affect the Net Operating Income being generated by or the use of the related Mortgaged Property, or (2) there is a corresponding principal paydown of such Mortgage Loan in an amount at least equal to, or a delivery of substitute collateral with an appraised value at least equal to, the appraised value of the collateral to be released and (B) the remaining Mortgaged Property and any substitute collateral is, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, adequate security for the remaining Mortgage Loan; provided that (x) the limitations, conditions and restrictions set forth in clauses (i) through (v) above shall not apply to any modification of any term of any Mortgage Loan that either occurs automatically, or results from the exercise of a unilateral option by the Mortgagor within the meaning of Treasury Regulations Section 1.1001-3(c)(2)(ii), in any event under the terms of such Mortgage Loan in effect on the Closing Date, and (y) notwithstanding clauses (i) through (v) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (b) Neither the Master Servicer nor the Special Servicer shall have any liability to the Trust, the Certificateholders or any other Person if the Special Servicer's analysis and determination that the modification, waiver, amendment or other action contemplated by Section 3.20(a) (with respect to Specially Serviced Mortgage Loans) is reasonably likely to produce a greater recovery to Certificateholders on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in good faith by the Special Servicer and the Special Servicer has complied with the Servicing Standard in ascertaining the pertinent facts. Subject Each such determination shall be evidenced by an Officer's Certificate to Customary Servicing Procedures, such effect to be delivered by the Special Servicer may permit a forbearance for a Mortgage Loan which in to the Servicer's judgment is subject to imminent defaultTrustee. (c) Any payment of interest, which is deferred pursuant to any modification, waiver, forbearance or amendment permitted hereunderSection 3.20(a), shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit or that such modification, waiver or amendment so permitinterest may actually be capitalized. (d) The Master Servicer and the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing (except with respect to any waiver pursuant to subsection (f) below), the granting of which is within the Master Servicer's or Special Servicer's, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable or and customary fee (not to exceed 1.0% of the unpaid principal balance of the related Mortgage Loan) 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 compensationit. (e) The All modifications, waivers, amendments and other actions entered into or taken in respect of the Mortgage Loans pursuant to the preceding subsections of this Section 3.20 shall be in writing. Each of the Master Servicer and the Special Servicer shall notify the other such party and the Trustee, in writing, of any modification, waiver, forbearance amendment or amendment of any term other action entered into or taken in respect of any Mortgage Loan pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in the related Mortgage FileFile (with a copy to the other such party), an original counterpart of the agreement relating to such modification, waiver, forbearance amendment or amendmentother action, promptly (and in any event within ten 10 Business Days) following the execution thereof; provided. In addition, however, that if following the execution of any such modification, waiver, forbearance waiver or amendment is required agreed to by applicable law the Special Servicer pursuant to be recordedSection 3.20(a) above, the Special Servicer (i) shall deliver to the Master Servicer and the Trustee an Officer's Certificate setting forth in reasonable detail the basis of the determination made by it pursuant to clause (i) of Section 3.20(a). (f) With respect to any Hyper-Amortization Loan after its Anticipated Repayment Date, the Master Servicer shall be permitted, in its discretion, to waive (such waiver to be in writing addressed to the related Mortgagor, with a copy thereof to the Trustee) all or any accrued Excess Interest if, prior to the related maturity date, the related Mortgagor has requested the right to prepay the Mortgage Loan in full together with all payments required by the Mortgage Loan in connection with such prepayment except for all or a portion of accrued Excess Interest, provided that the Master Servicer's determination to waive the right to such accrued Excess Interest is reasonably likely to produce a greater payment to Certificateholders on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate in effect immediately prior to the related Anticipated Repayment Date) than a refusal to waive the right to such Excess Interest. The Master Servicer will have no liability to the Trust, the Certificateholders or any other person so long as such determination is reasonable and is made in good faith. (g) With respect to any Mortgage Loan which permits release of the related Mortgaged Property through the exercise a Defeasance Option, the Master Servicer shall, to the extent consistent with and permitted by the applicable Mortgage Loan documents, permit the exercise of such Defeasance Option on any Due Date occurring more than two years after the Startup Day (the "Release Date") upon the satisfaction of the following conditions: (i) No event of default shall exist under the related Mortgage Note; (ii) The Mortgagor shall deliver have paid on such Release Date (A) all interest accrued and unpaid on the principal balance of the related Mortgage Note to and including the Release Date; (B) all other sums, excluding scheduled interest or principal payments due under such Mortgage Note after the Release Date and (C) any costs and expenses incurred in connection with such release; (iii) The Mortgagor shall have delivered Defeasance Collateral providing payments on or prior to all successive scheduled payment dates from the Release Date to the Trustee related Stated Maturity Date, and in an amount equal to or greater than the scheduled payments due on such document, with evidence dates under the Mortgage Loan; (iv) The Mortgagor shall have delivered a security agreement granting the Trust a first priority security interest in the Defeasance Collateral; (v) The Master Servicer shall have received an Opinion of notification upon receipt thereof Counsel from the related Mortgagor (which shall be an expense of the related Mortgagor) to the effect that the Trust has a first priority security interest in the Defeasance Collateral and that the assignment thereof is valid and enforceable; (vi) The Master Servicer shall have obtained at the related Mortgagor's expense a certificate from an Independent certified public recording officeaccountant certifying that the Defeasance Collateral complies with the requirements of the related Mortgage Note; (vii) If such Mortgage Loan so requires and provides for the related Mortgagor to pay the cost thereof, the Master Servicer shall have obtained an Opinion of Counsel from the related Mortgagor to the effect that such release would not cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding or cause a tax to be imposed on the Trust Fund under the REMIC Provisions; (viii) The Mortgagor shall have provided evidence to the Master Servicer demonstrating that the lien of the related Mortgage is being released to facilitate the disposition of the Mortgaged Property or another customary commercial transaction, and not as part of an arrangement to collateralize the Certificates with obligations that are not real estate mortgages; and (ix) The Master Servicer shall have obtained written confirmation from each Rating Agency that the related Mortgagor's exercise of such Defeasance Option would not result in a qualification, downgrade or withdrawal of any rating then assigned by such Rating Agency to any Class of Certificates. In connection with the foregoing, the Master Servicer shall not consent to a new Person becoming the Mortgagor on the subject Defeasance Loan unless either such new Person is acquiring the Mortgaged Property that was the initial security for the Defeasance Loan or the Defeasance Loan is not, and was not at any time, a personal liability (without regard to customary exceptions) of the Mortgagor.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, The Master Servicer and the Special Servicer each may agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive interest 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 it is required to service and administer hereunder, without the consent of the Trustee or or, except as contemplated by clause (ii) below, any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as provided in Sections 3.02 and 3.08, the Master Servicer (in such capacity) 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modification, waiver, forbearance, or amendment would: (i) that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (ii) thereunder or, in the Master Servicer's good faith and reasonable judgment, materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or the Special Servicer (iiiin such capacity) otherwise constitute may, however, 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, a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unlessSpecially Serviced Mortgage Loan that would have any such effect, but only if, in either casethe Special Servicer's reasonable and good faith judgment, (A) a material default on such Mortgage Loan has occurred or a default in respect of payment on 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 reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery to Certificateholders on a present value basis, than would liquidation; (ii) if any Person has been selected and is serving as Extension Adviser, the Special Servicer may not extend the date on which any Balloon Payment is scheduled to be due on any Specially Serviced Mortgage Loan for more than thirty-six months beyond its Stated Maturity Date unless such Extension Adviser has approved or is deemed to have approved such extension pursuant to Section 3.26; (iii) the Master Servicer may not extend the Stated Maturity Date of any Mortgage Loan beyond the date that is two years prior to the Rated Final Distribution Date; (iv) neither the Master Servicer nor the Special Servicer shall make or permit 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 (A) cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day of any such REMIC under the REMIC Provisions or (B) cause any Mortgage Loan to cease to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (neither the Master Servicer nor the Special Servicer shall be liable for judgments as regards decisions made under this subsection which were made in good faith and, unless it would constitute bad faith or negligence to do so, each of the Master Servicer and the Special Servicer may rely on opinions of counsel in making such decisions); (v) neither the Master Servicer nor the Special Servicer shall permit any Mortgagor to add or substitute any collateral for an outstanding Mortgage Loan, which collateral constitutes real property, unless the Master Servicer or the Special Servicer, as the case may be, shall have first determined, in its reasonable and good faith judgment, based upon an Environmental Assessment (and such additional environmental testing as the Master Servicer or Special Servicer, as the case may be, deems necessary and appropriate) prepared by an Independent Person who regularly conducts Environmental Assessments (and such additional environmental testing), at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations; and (vi) neither the Master Servicer nor the Special Servicer shall release or substitute any collateral securing an outstanding Mortgage Loan except as provided in Section 3.09(d) and except in the case of a release where (A) the use of the collateral to be released will not, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, materially and adversely affect the Net Operating Income being generated by or the use of the related Mortgaged Property, (B) there is a corresponding principal paydown of such Mortgage Loan in an amount at least equal to, or a delivery of substitute collateral with an appraised value at least equal to, the appraised value of the collateral to be released, (C) the remaining Mortgaged Property and any substitute collateral is, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, adequate security for the remaining Mortgage Loan and (D) such release and/or substitution would not result in the downgrade, qualification or withdrawal of the rating then assigned by any Rating Agency to any Class of Certificates (as confirmed in writing by each Rating Agency); provided that (x) the limitations, conditions and restrictions set forth in clauses (i) through (vi) above shall not apply to any modification of any term of any Mortgage Loan that is required under the terms of such Mortgage Loan in effect on the Closing Date, and (y) notwithstanding clauses (i) through (vi) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. Neither the Master Servicer nor the Special Servicer may extend the Maturity Date on any Mortgage Loan except pursuant to this Section 3.20(a) or as otherwise required under the related loan documents. (b) The Special Servicer shall have no liability to the Trust Fund, the Certificateholders or any other Person if its analysis and determination that the modification, waiver, amendment or other action contemplated by Section 3.20 (a) is reasonably likely to produce a greater recovery to Certificateholders on a present value basis than would liquidation. Subject , should prove to Customary Servicing Proceduresbe wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in good faith by the Special Servicer may permit a forbearance for a Mortgage Loan which and the Special Servicer was not negligent in ascertaining the Servicer's judgment is subject to imminent defaultpertinent facts. (c) Any payment of interest, which is deferred pursuant to any modification, waiver, forbearance waiver 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 Master Servicer and, with respect to a Specially Serviced Mortgaged Loan, the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's or the Special Servicer's discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable or customary fee (not to exceed 1.0% of the unpaid principal balance of the related Mortgage Loan) 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 compensationit. (e) The All modifications, waivers and amendments of the Mortgage Loans entered into pursuant to this Section 3.20 shall be in writing. (f) Each of the Master Servicer and the Special Servicer shall notify the TrusteeTrustee and such other party, in writing, of any modification, waiver, forbearance waiver or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance waiver or amendment, promptly (and in any event within ten 10 Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, The Master Servicer and the Special Servicer each may agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive interest 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 it is required to service and administer hereunder, without the consent of the Trustee or any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The subject to Section 3.21(i), other than as provided in Sections 3.02 and 3.08, the Master Servicer (in such capacity) 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, or take any of the other acts referenced in this Section 3.21(a) with respect to, any Mortgage Loan if such modification, waiver, forbearance, or amendment would: that would (iA) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; , (iiB) affect the obligation of the related Mortgagor to pay any Prepayment Premium or permit a Principal Prepayment during any period when the terms of the Mortgage Loan prohibit the making of Principal Prepayments or, (C) in the Master Servicer's good faith and reasonable judgment, materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or the Special Servicer (iiiin such capacity) otherwise constitute may, however, agree to any modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.21(a) with respect to, a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unlessSpecially Serviced Mortgage Loan that would have any such effect, but only if, in either case123 the Special Servicer's reasonable and good faith judgment, (A) a material default on such Mortgage Loan has occurred or a default in respect of payment on 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 reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery to Certificateholders on a present value basis, than would liquidation; (ii) any such action taken by the Special Servicer shall be accompanied by an Officer's Certificate to such effect and to which is attached the present value calculation which establishes the basis for such determination, a copy of which shall be delivered to the Trustee for delivery to the Rating Agencies; (iii) neither the Master Servicer nor the Special Servicer may extend the Stated Maturity Date of any Mortgage Loan beyond the date that is two years prior to the Rated Final Distribution Date and, in the case of any Mortgage Loan that is secured solely by a Ground Lease, the Master Servicer or the Special Servicer, as the case may be, shall give due consideration to the remaining term of such Ground Lease prior to extending the Stated Maturity Date of the Mortgage Loan; (iv) neither the Master Servicer nor the Special Servicer shall make or permit any modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.21(a) or clause (h) of Section 3.20 with respect to, any Mortgage Loan that would (A) cause REMIC I, REMIC II or REMIC III (or any of the ▇▇▇▇ REMIC, the ▇▇▇▇▇▇▇ REMIC, the Central REMIC, the Gateway REMIC and the Summit REMIC) to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)) result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day of any such REMIC under the REMIC Provisions or (B) cause any Mortgage Loan to cease to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (neither the Master Servicer nor the Special Servicer shall be liable for judgments as regards decisions made under this subsection which were made in good faith and, unless it would constitute bad faith or negligence to do so, each of the Master Servicer and the Special Servicer may rely on opinions of counsel in making such decisions); (v) neither the Master Servicer nor the Special Servicer shall permit any Mortgagor to add or substitute any collateral for an outstanding Mortgage Loan, which collateral constitutes real property, unless the Master Servicer or the Special Servicer, as the case may be, shall have first determined, in its reasonable and good faith judgment, based upon an Environmental Assessment performed within the twelve months prior to such determination (and such additional environmental testing as the Master Servicer or Special Servicer, as the case may be, deems necessary and appropriate) prepared by an Independent Person who regularly conducts Environmental Assessments (and such additional environmental testing), at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations; (vi) neither the Master Servicer nor the Special Servicer shall, with respect to a Mortgage Loan, other than a Specially Serviced Mortgage Loan release or substitute 124 any collateral securing an outstanding Mortgage Loan except as provided in Sections 3.08 and 3.09(d) and except in the case of a release where (A) the use of the collateral to be released will not, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, materially and adversely affect the Net Operating Income being generated by or the use of the related Mortgaged Property, (B) there is a corresponding principal paydown of such Mortgage Loan in an amount at least equal to, or a delivery of substitute collateral with an Appraised Value at least equal to, the Appraised Value of the collateral to be released, (C) the remaining Mortgaged Property and any substitute collateral is, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, adequate security for the remaining Mortgage Loan and (D) the Master Servicer or Special Servicer, as applicable, has received Rating Agency Confirmation with respect to such release or substitution; provided that (x) the limitations, conditions and restrictions set forth in clauses (i) through (vi) above shall not apply to any modification of any term of any Mortgage Loan or any other acts referenced in this Section 3.21(a) that is required under the terms of such Mortgage Loan in effect on the Closing Date and that is solely within the control of the related Mortgagor, and (y) notwithstanding clauses (i) through (vi) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. Neither the Master Servicer nor the Special Servicer may extend the Maturity Date on any Mortgage Loan except pursuant to this Section 3.21(a) or as otherwise required under the related loan documents; and (vii) the Master Servicer shall not consent to (A) any waivers relating to the establishment of reserves, (B) waivers of any requirements regarding additional collateral or (C) waivers of any lock-box requirements, unless the Special Servicer has approved such waiver in writing. (b) Neither the Master Servicer nor the Special Servicer shall have any liability to the Trust Fund, the Certificateholders or any other Person if its analysis and determination that the modification, waiver, amendment or other action contemplated by Section 3.21 (a) is reasonably likely to produce a greater recovery to Certificateholders on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in good faith by the Master Servicer or Special Servicer and the Master Servicer or Special Servicer was not negligent in ascertaining the pertinent facts. Subject The Master Servicer shall not have any liability to Customary Servicing Proceduresthe Trust Fund, the Servicer may permit a forbearance for a Mortgage Loan which in Certificateholders or any other Person with respect to the Special Servicer's judgment is subject to imminent defaultapproval, disapproval or delay in processing any assumption or earnout release as provided in Section 3.21(a)(vii). (c) Any payment of interest, which is deferred pursuant to any modification, waiver, forbearance waiver 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 Master Servicer and, with respect to a Specially Serviced Mortgage Loan, the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's or the Special Servicer's discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable or customary fee (not to exceed 1.0% of the unpaid principal balance of the related Mortgage Loan) 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 compensationit. (e) The Except for waivers of Penalty Charges and notice periods, all material modifications, waivers and amendments of the Mortgage Loans entered into pursuant to this Section 3.21 shall be in writing. (f) Each of the Master Servicer and the Special Servicer shall notify the TrusteeTrustee and such other party, in writing, of any modification, waiver, forbearance waiver (other than a waiver of Penalty Charges) or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance waiver or amendment, promptly (and in any event within ten 10 Business Days) following the execution thereof. (g) The Master Servicer or Special Servicer, as applicable, shall not waive the payment of any fees by a Mortgagor that may be due or partially due to the other party without such other party's consent. (h) The failure of the Special Servicer to respond to the Master Servicer within ten (10) Business Days of the Master Servicer's written request (such request to include sufficient information regarding the applicable Mortgage Loan and a written recommendation and rationale therefore with respect to such request) for any approval or consent required hereunder, shall be deemed to constitute a grant of such request for approval or consent. (i) Notwithstanding the foregoing provisions of this Section 3.21, the Master Servicer shall not agree to any material modification, material waiver or material amendment of any term of any Mortgage Loan unless (a) the Master Servicer shall have notified the Special Servicer of the request for the material modification and provided its written recommendation, analysis and any other related documents in the possession or control of the Master Servicer reasonably requested by the Special Servicer to the Special Servicer, (b) the Special Servicer shall have approved such material modification, notified the Majority Certificateholder of the Controlling Class of the request for such approval and of the Master Servicer's and its own approval of such material modification and shall have submitted to the Majority Certificateholder of the Controlling Class each of the documents submitted to the Special Servicer by the Master Servicer and (c) the Majority Certificateholder of the Controlling Class shall have also approved such material modification; provided, however, that the Special Servicer shall advise the Majority Certificateholder of the Controlling Class of its approval (if any) of such material modification promptly upon (but in no case to exceed 10 Business Days) its receipt of such notice, recommendation, analysis and any reasonably requested documents from the Master Servicer; and, provided, further, that if the Majority Certificateholder of the Controlling Class does not reject such modificationrecommendation within 5 Business Days of its receipt of the Special Servicer's recommendation and any additional documents or information that the Majority 126 Certificateholder of the Controlling Class may reasonably request, waiver, forbearance or amendment is then the material modification shall be deemed approved. Unless required by applicable law the related Mortgage Loan documents or the Servicing Standard, neither the Master Servicer nor Special Servicer shall approve such material modification unless the Mortgagor shall agree to be recorded, pay all fees and costs associated with such material modification (unless such condition shall have been waived by the Servicer Majority Certificateholder of the Controlling Class). (ij) shall deliver Permitted modifications and other similar actions with respect to the Trustee a copy thereof Mortgage Loans of the ▇▇▇▇ REMIC, ▇▇▇▇▇▇▇ REMIC, Central REMIC, Gateway REMIC, and (ii) Summit REMIC as described in this Section 3.21 shall deliver refer to the Trustee Mortgage Loans held by such document, with evidence of notification upon receipt thereof from REMIC and not the public recording officeRegular Interests issued by such REMICs.

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 of the Upper-Upper Tier REMIC or the Lower-Lower Tier REMIC andREMIC. Notwithstanding the foregoing, in either case, such modification, waiver, forbearance or amendment no Opinion of Counsel need be delivered if the purpose of the modification is reasonably likely to produce reduce the Monthly Payment on a greater recovery with respect to such Mortgage Loan than would liquidationas a result of a partial Principal Prepayment provided that the Mortgage Loan is fully amortized by its original maturity date. 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 servicing compensationServicing 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 compensationServicing Compensation. (ed) The Servicer shall notify the Depositor and the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, The Master Servicer and the Special Servicer each may agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive interest 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 it is required to service and administer hereunder, without the consent of the Trustee or any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as provided in Sections 3.02 and 3.08, the Master Servicer (in such capacity) 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modification, waiver, forbearance, or amendment would: that would (iA) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; , (iiB) affect the obligation of the related Mortgagor to pay any Prepayment Premium or permit a Principal Prepayment during any period when the terms of the Mortgage Loan prohibit the making of Principal Prepayments or, (C) in the Master Servicer's good faith and reasonable judgment, materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or the Special Servicer (iiiin such capacity) otherwise constitute may, however, 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, a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unlessSpecially Serviced Mortgage Loan that would have any such effect, but only if, in either casethe Special Servicer's reasonable and good faith judgment, (A) a material default on such Mortgage Loan has occurred or a default in respect of payment on 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 reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery to Certificateholders on a present value basis, than would liquidation; (ii) any such action taken by the Special Servicer shall be accompanied by an Officer's Certificate to such effect and to which is attached the present value calculation which establishes the basis for such determination, a copy of which shall be delivered to the Trustee for delivery to the Rating Agencies; (iii) neither the Master Servicer nor the Special Servicer may extend the Stated Maturity Date of any Mortgage Loan beyond the date that is two years prior to the Rated Final Distribution Date and, in the case of any Mortgage Loan that is secured solely by a Ground Lease, the Master Servicer or the Special Servicer, as the case may be, shall give due consideration to the remaining term of such Ground Lease prior to extending the Stated Maturity Date of the Mortgage Loan; (iv) neither the Master Servicer nor the Special Servicer shall make or permit any modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.20(a) or clause (h) of Section 3.19 with respect to, any Mortgage Loan that would (A) cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)) result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day of any such REMIC under the REMIC Provisions or (B) cause any Mortgage Loan to cease to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (neither the Master Servicer nor the Special Servicer shall be liable for judgments as regards decisions made under this subsection which were made in good faith and, unless it would constitute bad faith or negligence to do so, each of the Master Servicer and the Special Servicer may rely on opinions of counsel in making such decisions); (v) neither the Master Servicer nor the Special Servicer shall permit any Mortgagor to add or substitute any collateral for an outstanding Mortgage Loan, which collateral constitutes real property, unless the Master Servicer or the Special Servicer, as the case may be, shall have first determined, in its reasonable and good faith judgment, based upon an Environmental Assessment performed within the twelve months prior to such determination (and such additional environmental testing as the Master Servicer or Special Servicer, as the case may be, deems necessary and appropriate) prepared by an Independent Person who regularly conducts Environmental Assessments (and such additional environmental testing), at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations; (vi) neither the Master Servicer nor the Special Servicer shall release or substitute any collateral securing an outstanding Mortgage Loan except as provided in Sections 3.08 and 3.09(d) and except in the case of a release where (A) the use of the collateral to be released will not, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, materially and adversely affect the Net Operating Income being generated by or the use of the related Mortgaged Property, (B) there is a corresponding principal paydown of such Mortgage Loan in an amount at least equal to, or a delivery of substitute collateral with an Appraised Value at least equal to, the Appraised Value of the collateral to be released, (C) the remaining Mortgaged Property and any substitute collateral is, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, adequate security for the remaining Mortgage Loan and (D) the Master Servicer or Special Servicer, as applicable, has received Rating Agency Confirmation with respect to such release or substitution; provided that (x) the limitations, conditions and restrictions set forth in clauses (i) through (vi) above shall not apply to any modification of any term of any Mortgage Loan or any other acts referenced in this Section 3.20(a) that is required under the terms of such Mortgage Loan in effect on the Closing Date and that is solely within the control of the related Mortgagor, and (y) notwithstanding clauses (i) through (vi) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. Neither the Master Servicer nor the Special Servicer may extend the Maturity Date on any Mortgage Loan except pursuant to this Section 3.20(a) or as otherwise required under the related loan documents; and (vii) the Master Servicer shall not consent to any assumption of a Mortgage Loan or release of any earnout reserve amounts with respect to any Specified Earnout Reserve Loan unless the Special Servicer shall have approved such assumption or release in writing. (b) Neither the Master Servicer nor the Special Servicer shall have any liability to the Trust Fund, the Certificateholders or any other Person if its analysis and determination that the modification, waiver, amendment or other action contemplated by Section 3.20 (a) is reasonably likely to produce a greater recovery to Certificateholders on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in good faith by the Master Servicer or Special Servicer and the Master Servicer or Special Servicer was not negligent in ascertaining the pertinent facts. Subject The Master Servicer shall not have any liability to Customary Servicing Proceduresthe Trust Fund, the Servicer may permit a forbearance for a Mortgage Loan which in Certificateholders or any other Person with respect to the Special Servicer's judgment is subject to imminent default.approval, disapproval or delay in processing any assumption or earnout release as provided in Section 3.20(a)(vii) (c) Any payment of interest, which is deferred pursuant to any modification, waiver, forbearance waiver 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 Master Servicer and, with respect to a Specially Serviced Mortgaged Loan, the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's or the Special Servicer's discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable or customary fee (not to exceed 1.0% of the unpaid principal balance of the related Mortgage Loan) 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 compensationit. (e) The Except for waivers of Penalty Charges and notice periods, all material modifications, waivers and amendments of the Mortgage Loans entered into pursuant to this Section 3.20 shall be in writing. (f) Each of the Master Servicer and the Special Servicer shall notify the TrusteeTrustee and such other party, in writing, of any modification, waiver, forbearance waiver (other than a waiver of Penalty Charges) or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance waiver or amendment, promptly (and in any event within ten 10 Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, The applicable Special Servicer (in the case of a Serviced Mortgage Loan that is a Specially Serviced Mortgage Loan) or the applicable Master Servicer (in the case of a Performing Serviced Mortgage Loan) may (consistent with the Servicing Standard) agree to any modification, waiver, forbearance, waiver or amendment of any term of, extend the maturity of, defer or forgive interest (including Default Interest and Post-ARD 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 Borrower on or any guarantor of, any Serviced Mortgage Loan without for which it is responsible, subject, however, to Sections 3.08, 3.24, 3.27, 3.28 and/or 3.29, as applicable, and, in the consent case of each Serviced Mortgage Loan in a Serviced Mortgage Loan Group, to the rights of third parties set forth in the related Mortgage Loan Group Intercreditor Agreement, and, further to each of the Trustee or any Certificateholder. All modificationsfollowing limitations, waivers, forbearances or amendments of any Mortgage Loan shall be in writing conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as expressly set forth in Section 3.02 (with respect to Post-ARD Additional Interest and Default Charges), Section 3.08 (with respect to due-on-sale and due-on-encumbrance clauses and transfers of interests in Borrowers), Section 3.19(e) (with respect to defeasances), Section 3.20(e) (with respect to Post-ARD Additional Interest) and Section 3.20(f) (with respect to various routine matters), the applicable Master 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, forbearanceof, or amendment would: (itake any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Mortgage Loan, that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunderunder such Mortgage Loan or materially and adversely affect the security for such Mortgage Loan, unless (solely in the case of a Performing Serviced Mortgage Loan) such 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 applicable Special Servicer with notice of any Borrower request for such modification, waiver or amendment, the applicable Master Servicer’s recommendations and analysis, and with all information reasonably available to the applicable Master Servicer that the applicable Special Servicer may reasonably request in order to withhold or grant any such consent, (B) the applicable Special Servicer shall decide whether to withhold or grant such consent in accordance with the Servicing Standard (and subject to Sections 3.24, 3.27, 3.28 and/or 3.29, as applicable), (C) except with respect to any Nationwide Pooled Mortgage Loan, any PCFII Pooled Mortgage Loan, if any such consent has not been expressly denied within ten Business Days of the Special Servicer’s receipt from the applicable Master Servicer of such Master Servicer’s recommendations and analysis and all information reasonably requested thereby and reasonably available to the applicable Master Servicer in order to make an informed decision, such consent shall be deemed to have been granted and (D) solely with respect to any Nationwide Pooled Mortgage Loan or any PCFII Pooled Mortgage Loan, any such consent shall be deemed to have been granted if such consent has not been expressly denied either (x) within ten Business Days of the applicable Special Servicer’s initial receipt of the applicable Master Servicer’s recommendations and analysis, if such Special Servicer has not requested additional information as described above on or before the date that is four Business Days following such Special Servicer’s receipt of the applicable Master Servicer’s recommendations and analysis, or (y) within six Business Days following such Special Servicer’s receipt of the additional information requested by such Special Servicer as described above, if such Special Servicer has requested such additional information on or before the date that is four Business Days following such Special Servicer’s initial receipt of the applicable Master Servicer’s recommendations and analysis); (ii) other than as provided in Sections 3.02, 3.08, 3.20(e) and 3.20(f), the applicable Special Servicer shall not agree to (or, in the case of a Performing Serviced Mortgage Loan, consent to the applicable Master Servicer's judgment’s agreeing to) any modification, waiver or amendment of any term of, or take (or, in the case of a Performing Serviced Mortgage Loan, consent to the applicable Master Servicer’s taking) any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Mortgage Loan that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the reasonable judgment of the applicable Special Servicer, would materially impair the security for such Mortgage Loan, unless a material default on such Mortgage Loan has occurred or, in the reasonable judgment of the applicable Special Servicer, a default in respect of payment on such Mortgage Loan is reasonably foreseeable, and such modification, waiver, amendment or reduce other action is reasonably likely to produce an equal or a greater recovery to Certificateholders (and, in the likelihood case of timely a Serviced Mortgage Loan Group, the related Serviced Non-Pooled Mortgage Loan Noteholder(s)), as a collective whole, on a net present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders and, in the case of a Serviced Mortgage Loan Group, the relevant Serviced Non-Pooled Mortgage Loan Noteholder(s) to be done at a rate determined by the Special Servicer but in no event less than the related Net Mortgage Rate (or, in the case of a Serviced Mortgage Loan Group, in no event less than the weighted average of the Net Mortgage Rates for the Mortgage Loans in such Mortgage Loan Group)), than would liquidation; provided that (A) any modification, extension, waiver or amendment of the payment terms of the related Serviced Mortgage Loan Group shall be structured in a manner so as to be consistent with the allocation and payment priorities set forth in the related Mortgage Loan Documents, including the related Mortgage Loan Group Intercreditor Agreement, it being the intention that neither the Trust as holder of the related Pooled Mortgage Loan nor any Serviced Non-Pooled Mortgage Loan Noteholder shall gain a priority over any other with respect to any payment, which priority is not, as of the date of the related Mortgage Loan Intercreditor Agreement, reflected in the related Mortgage Loan Documents, including the related Mortgage Loan Group Intercreditor Agreement; and (B) to the extent consistent with the Servicing Standard (taking into account the extent to which the related Serviced Non-Pooled Subordinate Loan, if any, is junior to a Serviced Pooled Mortgage Loan), (I) no waiver, reduction or deferral of any particular amounts due thereon; oron the related Serviced Pooled Mortgage Loan shall be effected prior to the waiver, reduction or deferral of the entire corresponding item in respect of the related Serviced Non-Pooled Subordinate Loan, (II) no reduction of the Mortgage Rate (exclusive, if applicable, of any portion thereof that represents a Post-ARD Additional Interest Rate) of any such Serviced Pooled Mortgage Loan shall be effected prior to the reduction of the Mortgage Rate (exclusive, if applicable, of any portion thereof that represents a Post-ARD Additional Interest Rate) of the related Serviced Non-Pooled Subordinate Loans, and (III) no reduction of any Post-ARD Additional Interest Rate applicable to any such Serviced Pooled Mortgage Loan shall be effected prior to the reduction of any Post-ARD Additional Interest Rate applicable to the related Serviced Non-Pooled Subordinate Loan; (iii) otherwise constitute the applicable Special Servicer shall not extend (or, in the case of a "significant Performing Serviced Mortgage Loan, consent to the applicable Master Servicer’s extending) the date on which any Balloon Payment is scheduled to be due on any Serviced Mortgage Loan to a date beyond the earliest of (A) five years prior to the Rated Final Distribution Date, (B) if such Serviced Mortgage Loan is secured by a Mortgage solely or primarily on the related Borrower’s leasehold interest in the related Mortgaged Property, 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the Ground Lease, ten years) prior to the end of the then current term of the related Ground Lease (plus any unilateral options to extend), and (C) if such Serviced Mortgage Loan is covered by an Environmental Insurance Policy, for more than five years later than such Serviced Mortgage Loan’s Stated Maturity Date, unless either (I) the applicable Special Servicer shall have first determined in its reasonable judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the applicable Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, and at the expense of the Borrower, that there are no circumstances or conditions present at the related Mortgaged Property for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations or (II) the Borrower obtains (at its expense) an extension of such policy on the same terms and conditions for a period ending not earlier than five years following the extended maturity date of such Serviced Mortgage Loan; (iv) neither the applicable Master Servicer nor the applicable Special Servicer shall make or permit 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 that would result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to any Grantor Trust Pool (the Master Servicers and the applicable Special Servicer shall not be liable for decisions made under this subsection which were made in good faith and each of them may rely on Opinions of Counsel in making such decisions); (v) subject to applicable law, the related Mortgage Loan Documents and the Servicing Standard, neither the applicable Master Servicer nor the applicable Special Servicer shall permit any modification, waiver or amendment of any term of any Performing Serviced Mortgage Loan unless all related fees and expenses are paid by the Borrower; (vi) the applicable Special Servicer shall not permit (or, in the case of a Performing Serviced Mortgage Loan, consent to the applicable Master Servicer’s permitting) any Borrower to add or substitute any real estate collateral for its Serviced Mortgage Loan unless the applicable Special Servicer shall have first (A) determined in its reasonable judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the applicable Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, at the expense of the related Borrower, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations and (B) received, at the expense of the related Borrower, written confirmation from each Rating Agency for the Rated Certificates that such addition or substitution of collateral will not result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by such Rating Agency and, in the case of an addition or substitution of collateral with respect to any Serviced Mortgage Loan Group that includes one or more Serviced Non-Pooled Pari Passu Companion Loans, also a written confirmation from each applicable Rating Agency for the related Non-Pooled Pari Passu Companion Loan Securities that such addition or substitution of collateral will not result in an Adverse Rating Event with respect to any class of such Non-Pooled Pari Passu Companion Loan Securities rated by such Rating Agency; and (vii) the applicable Special Servicer shall not release (or, in the case of a Performing Serviced Mortgage Loan, consent to the applicable Master Servicer’s releasing), including in connection with a substitution contemplated by clause (vi) above, any real property collateral securing an outstanding Serviced Mortgage Loan, except as provided in Section 3.09(d), except as specifically required under the related Mortgage Loan Documents or except where a Mortgage Loan (or, in the case of a Cross-Collateralized Group, where such entire Cross-Collateralized Group) is satisfied, or except in the case of a release where (A) the Rating Agencies have been notified in writing, (B) either (1) the use of the collateral to be released will not, in the reasonable judgment of the applicable Special Servicer, materially and adversely affect the net operating income being generated by or the use of the related Mortgaged Property, or (2) there is a corresponding principal pay down of such Mortgage Loan in an amount at least equal to the appraised value of the collateral to be released (or substitute real estate collateral with an appraised value at least equal to that of the collateral to be released, is delivered), (C) the loan-to-value ratio of such Mortgage Loan after such release will be, in the reasonable judgment of the applicable Special Servicer, no greater than that existing prior to such release and (D) if the collateral to be released has an appraised value in excess of $3,000,000, either (i) other than in the case of a release of collateral with respect to a Serviced Mortgage Loan Group that includes one or more Serviced Non-Pooled Pari Passu Companion Loans, such release would not, in and of itself, result in an Adverse Rating Event with respect to any Class of Rated Certificates, as confirmed in writing to the Trustee by each Rating Agency, or (ii) in the case of a release of collateral with respect to a Serviced Mortgage Loan Group that includes one or more Serviced Non-Pooled Pari Passu Companion Loans, such release would not, in and of itself, result in an Adverse Rating Event with respect to any Class of Rated Certificates and also would not, in and of itself, result in an Adverse Rating Event with respect to any class of related Non-Pooled Pari Passu Companion Loan Securities, in each case as confirmed in writing to the Trustee by each applicable Rating Agency; provided that the limitations, conditions and restrictions set forth in clauses (i) through (vii) above shall not apply to any act or event (including, without limitation, a release, substitution or addition of collateral) in respect of any Serviced Mortgage Loan that either occurs automatically, or results from the exercise of a unilateral option within the meaning of Treasury Regulations Section 1.860G-2(b); unless1.1001-3(c)(2)(iii) by the related Borrower, in either case, (A) any event under the terms of such Mortgage Loan is 90 days in effect on the Closing Date (or, in the case of a Replacement Pooled Mortgage Loan, on the related date of substitution); and provided, further, that, notwithstanding clauses (i) through (vii) above, neither the applicable Master Servicer nor the applicable Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or more past due or (B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect that similar proceeding involving a Borrower under a Serviced Mortgage Loan if, in its reasonable judgment, such modification, waiver, forbearance or amendment opposition would not affect ultimately prevent the REMIC status confirmation of either the Upper-Tier REMIC such plan 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 defaultone substantially similar. (cb) Any If any payment of interest, which interest on a Serviced Pooled Mortgage Loan is deferred pursuant to any modificationSection 3.20(a), waiver, forbearance or amendment permitted hereunder, then such payment of interest shall not, for purposes hereof, including, without limitation, of calculating monthly distributions and reporting information 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 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. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.Stated P

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe case of clauses (ii) through (iv) above, (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 any of the Upper-Tier REMIC or the Lower-Tier REMIC REMICs and, in either any case, such modification, waiver, forbearance or amendment is reasonably likely likely, in the Servicer's judgment, 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.[Reserved] (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 servicing compensationServicing 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 compensationServicing Compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject The Master Servicer (solely as to this Section 3.21Performing Serviced Loans) and the Special Servicer (as to Specially Serviced Loans) each may, consistent with the Servicer may Servicing Standard, agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive or defer the payment of interest (including, without limitation, Default Interest and Excess Interest) on and principal of, forgive late payment charges and Prepayment Premiums 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 Serviced Loan it is required to service and administer hereunder without the consent of the Trustee or any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to Section 3.02, Section 3.08, Section 3.21 and Section 3.28 and each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as provided in Sections 2.03(b), 3.02, 3.08 and 3.20(f), the Master 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, forbearanceof, or amendment would: (itake any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Loan, that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunderunder such Serviced Loan or affect the security for such Serviced Loan, unless 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 notice of any Mortgagor's request for such modification, waiver or amendment, the Master Servicer's recommendations and analysis, and with all information reasonably available to the Master Servicer that the Special Servicer may reasonably request to withhold or grant any such consent, each of which shall be provided reasonably promptly in accordance with the Servicing Standard, (B) the Special Servicer shall decide whether to withhold or grant such consent in accordance with the Servicing Standard and (C) if any such request has not been expressly responded to within ten Business Days (subject to any extensions of applicable time periods required if the Special Servicer is required by this Agreement to seek the consent of third parties) of the Special Servicer's receipt from the Master Servicer of the Master Servicer's recommendations and analysis and all information reasonably requested thereby and reasonably available to the Master Servicer, as such time period may be extended if the Special Servicer is required to seek the consent of the Directing Certificateholder, the One Stamford Forum Controlling Holder, any mezzanine lender, or the Rating Agencies, to make an informed decision (or, if the Special Servicer did not request any information, within ten Business Days from such notice), such consent shall be deemed to have been granted); (ii) Subject to the restrictions on extensions in Section 3.20(a)(iv), the Master Servicer may (with the consent of the Directing Certificateholder, subject, however, to Section 3.21(f)) extend the maturity date of any Mortgage Loan (including the Serviced Whole Loan, if applicable) for up to six months (but not more than two such extensions by the Master Servicer shall occur); provided, however, the Master Servicer shall have no such right with respect to the One Stamford Forum Whole Loan for so long as the One Stamford Forum Note B Holder is the One Stamford Forum Controlling Holder; (iii) other than as provided in Sections 3.02 and 3.08, the Special Servicer shall not agree to (or, in the case of a Performing Serviced Loan, consent to the Master Servicer's judgmentagreeing to) any modification, materially impair waiver or amendment of any term of, or take (or, in the case of a Performing Serviced Loan, consent to the Master Servicer's taking) any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Loan that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the reasonable, good faith judgment of the Special Servicer, would add to, release, substitute for, or otherwise alter a material amount of the security for such Serviced Loan, unless a material default on such Serviced Loan has occurred or, in the reasonable, good faith judgment of the Special Servicer, a default in respect of payment on such Serviced Loan is reasonably foreseeable, and such modification, waiver, amendment or other action is reasonably likely to produce a greater recovery to the Certificateholders, or if the Serviced Whole Loan is affected, the interests of the Certificateholders and the One Stamford Forum Note B Holder (as a collective whole taking into account the subordination of the One Stamford Forum Note B) on a net present value basis than would liquidation; (iv) the Special Servicer shall not extend (or, in the case of a Performing Serviced Loan, consent to the Master Servicer's extending) the date on which any Balloon Payment is scheduled to be due on any Serviced Loan to a date beyond the earliest of (A) five years prior to the Rated Final Distribution Date, and (B) if such Serviced Loan is secured by a Mortgage solely or primarily on the related Mortgagor's leasehold interest in the related Mortgaged Property, 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the Ground Lease, ten years) prior to the end of the then current term of the related Ground Lease (plus any unilateral options to extend); (v) neither the Master Servicer nor the Special Servicer shall make or permit 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 Loan that would result in an Adverse REMIC Event with respect to either of REMIC I or REMIC II; (vi) subject to applicable law, the related loan documents and the Servicing Standard, neither the Master Servicer nor the Special Servicer shall permit any modification, waiver or amendment of any term of any Serviced Loan unless all related fees and expenses are paid by the related Mortgagor; (vii) the Special Servicer shall not permit (or, in the case of a Performing Serviced Loan, consent to the Master Servicer's permitting) any Mortgagor to add or substitute any real estate collateral for its Serviced Loan unless the Special Servicer shall have first determined in its reasonable, good faith judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations; and (viii) the Special Servicer shall not permit the release, including in connection with a substitution contemplated by clause (vii) above, of any collateral securing an outstanding Serviced Loan, except as provided in Section 3.09(d) or Section 3.26, or except where a Serviced Loan (or, in the case of a Cross-Collateralized Set, where such entire Cross-Collateralized Set) is satisfied, or except in the case of a release where (A) either (1) the use of the collateral to be released will not, in the good faith and reasonable judgment of the Special Servicer, materially and adversely affect the net operating income being generated by or the use of the related Mortgaged Property, or (2) there is a corresponding principal pay down of such Serviced Loan in an amount at least equal to the appraised value of the collateral to be released (or substitute collateral with an appraised value at least equal to that of the collateral to be released, is delivered), (B) the remaining Mortgaged Property (together with any substitute collateral) is, in the Special Servicer's good faith and reasonable judgment, adequate security for the remaining Serviced Loan and (C) such release would not, in and of itself, result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the Trustee by each Rating Agency); provided that the limitations, conditions and restrictions set forth in clauses (i) through (vii) above shall not apply to any act or event (including, without limitation, a release, substitution or addition of collateral) in respect of any Serviced Loan that either occurs automatically, or results from the exercise of a unilateral option by the related Mortgagor within the meaning of Treasury Regulations Section 1.1001-3(c)(2)(iii), in any event under the terms of such Serviced Loan in effect on the Closing Date (or, in the case of a Replacement Mortgage Loan, on the related date of substitution); and provided, further, that, notwithstanding clauses (i) through (vii) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if, in its reasonable, good faith judgment, such opposition would not ultimately prevent the confirmation of such plan or one substantially similar; and provided, further, that, notwithstanding clause (vii) above, neither the Master Servicer nor the Special Servicer shall be required to obtain any confirmation of the Certificate ratings from the Rating Agencies to grant, or to subordinate the lien of Loans to, easements, rights-of-way or similar agreements that do not materially affect the use or value of a Mortgaged Property or the Mortgagor's ability to make any payments with respect to the related Loan. Notwithstanding anything to the contrary herein, the Special Servicer (with the consent of the Directing Certificateholder, subject to the limitations of Section 3.21(f)) may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan that is not in default or reduce as to which default is not reasonably foreseeable if it consults with counsel (and if it is determined by the likelihood Special Servicer to be necessary, provides the Trustee with an Opinion of timely payment Counsel (which shall be at the expense of amounts due thereon; the related Mortgagor or such other Person requesting such modification or , if such expense cannot be collected from the related Mortgagor or such other Person, to be paid by the Master Servicer as a Servicing Advance to the extent such Advance would not be a Nonrecoverable Servicing Advance) to obtain advice regarding whether the contemplated waiver, modification or amendment (iiii) otherwise constitute will not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either caseand (ii) will not cause (x) REMIC I or REMIC II to fail to qualify as a REMIC for purposes of the Code, (A) such Mortgage Loan is 90 days or more past due or (Bii) REMIC I or REMIC II to be subject to any tax under the REMIC Provisions. (b) Neither the Master Servicer delivers nor the Special Servicer shall have any liability to the Trustee an Opinion Trust, the Certificateholders and in the case of Counsel to the effect Serviced Whole Loan, the One Stamford Forum Note B Holder or any other Person if its analysis and determination that such the modification, waiver, forbearance amendment 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 other action contemplated by Section 3.20 (a) is reasonably likely to produce a greater recovery with respect to such Mortgage Certificateholders, or if the Serviced Whole Loan is affected, the interests of the Certificateholders and the One Stamford Forum Note B Holder (as a collective whole taking into account the subordination of the One Stamford Forum Note B) on a net present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis by the Special Servicer or the Master Servicer, as applicable, consistent with the Servicing Standard. Subject Each such determination shall be evidenced by an Officer's Certificate to Customary Servicing Proceduressuch effect to be delivered by the Special Servicer to the Trustee, the Directing Certificateholder and the One Stamford Forum Note B Holder (if the Serviced Whole Loan is involved). The Special Servicer may permit a forbearance shall include with any such Officer's Certificate the supporting documentation forming the basis for a Mortgage Loan which in the Servicer's judgment is subject to imminent defaultits conclusion. (c) Any payment of interest, which interest that is deferred pursuant to any modification, waiver, forbearance or amendment permitted hereunder, Section 3.20(a) shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Serviced Loan, notwithstanding that the terms of such Mortgage Serviced Loan so permit or that such modification, waiver or amendment so permitinterest may actually be capitalized. (d) The Master Servicer (as to Performing Serviced Loans) and the Special Servicer (as to Specially Serviced Loans) each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's or Special Servicer's, as the case may be, discretion pursuant to the Mortgage terms of the instruments evidencing or securing the related Serviced Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable fee relating to such consent, modification, waiver or customary fee indulgence (not to exceed 1.0% of the unpaid principal balance of the related Serviced Loan) for the additional services performed in connection with such request, together with any related costs and expenses incurred by it; provided that the Servicer, which amount charging of such fees would not otherwise constitute a "significant modification" of the Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b). All such fees collected by the Master Servicer and/or the Special Servicer shall be retained by the Servicer allocable between such parties, as additional servicing compensationAdditional Master Servicing Compensation and Additional Special Servicing Compensation, respectively, as provided in Section 3.11. (e) The All modifications, waivers, amendments and other actions entered into or taken in respect of the Serviced Loans pursuant to the preceding subsections of this Section 3.20 shall be in writing. Each of the Master Servicer and the Special Servicer shall notify the other such party, the Trustee, the Directing Certificateholder and the One Stamford Forum Note B Holder (if the Serviced Whole Loan is involved), in writing, of any modification, waiver, forbearance amendment or amendment other action entered into or taken in respect of any term of any Mortgage Serviced Loan pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in into the related Mortgage FileFile (with a copy to the other such party), an original counterpart of the agreement relating to such modification, waiver, forbearance amendment or amendmentother action, promptly (and in any event within ten Business Days) following the execution thereof; provided. In addition, however, that if following the execution of any such modification, waiver, forbearance waiver or amendment is required agreed to by applicable law the Special Servicer pursuant to be recordedSection 3.20(a), the Special Servicer (i) shall deliver to the Master Servicer and the Trustee a copy thereof and an Officer's Certificate setting forth in reasonable detail the basis of the determination made by it pursuant to clause (ii) of Section 3.20(a). (f) With respect to any ARD Loan after its Anticipated Repayment Date, the Master Servicer shall deliver be permitted to waive all or any accrued Excess Interest if, prior to the Trustee related maturity date, the related Mortgagor has requested the right to prepay the Loan in full together with all payments required by the Serviced Loan in connection with such documentprepayment except for all or a portion of accrued Excess Interest; provided, with evidence of notification upon receipt thereof from that the public recording office.Master Servicer's determination to waive the right to such accrued Excess Interest is reasonably likely to produce a greater payment to Certificateholders on a net present value basis than a refusal to waive the right to such Excess Interest. Any such waiver shall not be effective until such payment is tendered. The Master Servicer shall have no liability to the Trust, the Certificateholders or any other person so long as such determination is based on

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21The Property Manager and the Special Servicer each may, consistent with the Servicer may Servicing Standard, agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive any payment on, and permit the release of the Tenant on or any Mortgage Loan Guarantor of, any Lease it is required to service and administer hereunder, without the consent of the Issuer, the Indenture Trustee or any Certificateholder. All modificationsholder of Notes; provided, waivershowever, forbearances or amendments of any Mortgage Loan shall be in writing that if an Early Amortization Event has occurred and shall be consistent with Customary Servicing Procedures. (b) The is continuing, neither the Property Manager nor the Special Servicer shall not will 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, or take any of the other above referenced actions, with respect to any Lease, without the prior written consent of the Insurer (so long as no Insurer Event of Default has occurred and is continuing); provided, further, that other than as provided in Sections 3.02 and 3.08, the Property Manager shall not agree to any modification, waiver or amendment of any Mortgage Loan if such modification, waiver, forbearanceterm of, or amendment would: (i) take any of the other above referenced actions, with respect to any Lease it is required to service and administer hereunder that would affect the amount or timing of any related Lease payment of principal, interest or other amount payable thereunder; (ii) thereunder or, in the Servicer's Property Manager’s good faith and reasonable judgment, would materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; the Special Servicer may, however, agree to any modification, waiver or amendment of any term of, or take any of the other above referenced actions, with respect to any Specially Managed Lease that would have any such effect, but only if a material default on such Lease has occurred or (iii) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe Special Servicer’s reasonable and good faith judgment, (A) a default in respect of payment on such Mortgage Loan Lease is 90 days or more past due or (B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect that reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery with respect to such Mortgage Loan the Issuer on a present value basis than would liquidation. Subject to Customary Servicing Procedures; provided, further that (x) 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 interestlimitations, which is deferred pursuant conditions and restrictions set forth above shall not apply to any modification, waiver, forbearance amendment or amendment permitted hereunder, shall not, for purposes hereof, includingother action with respect to any Lease that is required, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance consent of the related Mortgage LoanIssuer, notwithstanding that under the terms of such Mortgage Loan Lease on the date such Lease is acquired by the Issuer or that is solely within the control of the related Tenant, (y) notwithstanding the foregoing, neither the Property Manager nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Tenant if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar and (z) none of the limitations, conditions and restrictions set forth above shall limit the Property Manager’s or the Special Servicer’s ability to terminate any Lease in accordance with the terms thereof. (b) The Property Manager and the Special Servicer shall have no liability to the Issuer, the Indenture Trustee, the Insurer, the holders of the Notes or to any other Person if its analysis and determination that the modification, waiver, amendment or other action contemplated by Section 3.19(a) would not materially reduce the likelihood of timely payment of amounts due thereon, or that such modification, waiver waiver, amendment or amendment other action is reasonably likely to produce a greater recovery to the Issuer on a present value basis than would liquidation, should prove to be wrong or incorrect, so permitlong as the analysis and determination were made on a reasonable basis in accordance with the Servicing Standard in good faith by the Property Manager or the Special Servicer, as the case may be. (dc) The Property Manager and the Special Servicer each may, as a condition to its granting any request by a Mortgagor Tenant for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Property Manager or Special Servicer's ’s, as the case may be, discretion pursuant to the Mortgage Loan terms of the instruments evidencing or securing the related Lease and is permitted by the terms of this Agreement, require that such Mortgagor Tenant pay to the Servicerit, 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 compensationit. (ed) The All modifications, waivers, amendments and other actions entered into or taken in respect of the Lease pursuant to this Section 3.19 shall be in writing. Each of the Property Manager and the Special Servicer shall notify the other such party and the Issuer, the Insurer and the Indenture Trustee, in writing, of any modification, waiver, forbearance amendment or amendment other action entered into or taken in respect of any term of any Mortgage Loan Lease pursuant to this Section 3.19 and the date thereof, and shall deliver to the Indenture Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, Lease File an original counterpart of the agreement agreements relating to such modification, waiver, forbearance amendment or amendmentother action, promptly (and in any event within ten (10) Business Days) following the execution thereof; provided. In addition, however, that if following any such modification, waiver, forbearance amendment or amendment is required other action agreed to by applicable law the Property Manager or the Special Servicer pursuant to be recordedSection 3.19(a) above, the Servicer (i) Property Manager or the Special Servicer, as the case may be, shall deliver to the Trustee a copy thereof and (ii) shall deliver Issuer, to the Insurer, to the Indenture Trustee and, in the case of the Special Servicer, to the Property Manager, an Officer’s Certificate setting forth in reasonable detail the basis of the determinations made by it pursuant to such document, with evidence of notification upon receipt thereof from the public recording officeSection 3.19(a) above.

Modifications, Waivers, Amendments and Consents. (a) Subject The Master Servicer (solely as to this Section 3.21Performing Serviced Loans) and the Special Servicer (as to Specially Serviced Loans) each may, consistent with the Servicer may Servicing Standard, agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive or defer the payment of interest (including, without limitation, Default Interest and Excess Interest) on and principal of, forgive late payment charges and Prepayment Premiums 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 Serviced Loan it is required to service and administer hereunder without the consent of the Trustee or any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to Section 3.02, Section 3.08, Section 3.21 and Section 3.28 and each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as provided in Sections 2.03(b), 3.02, 3.08 and 3.20(f), the Master 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, forbearanceof, or amendment would: (itake any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Loan, that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunderunder such Serviced Loan or affect the security for such Serviced Loan, unless 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 notice of any Mortgagor's request for such modification, waiver or amendment, the Master Servicer's recommendations and analysis, and with all information reasonably available to the Master Servicer that the Special Servicer may reasonably request to withhold or grant any such consent, each of which shall be provided reasonably promptly in accordance with the Servicing Standard, (B) the Special Servicer shall decide whether to withhold or grant such consent in accordance with the Servicing Standard and (C) if any such request has not been expressly responded to within ten Business Days (subject to any extensions of applicable time periods required if the Special Servicer is required by this Agreement to seek the consent of third parties) of the Special Servicer's receipt from the Master Servicer of the Master Servicer's recommendations and analysis and all information reasonably requested thereby and reasonably available to the Master Servicer, as such time period may be extended if the Special Servicer is required to seek the consent of the Directing Certificateholder, the related Companion Loan Holder or any Controlling Holder, as applicable, related to a Serviced Whole Loan, any mezzanine lender, or the Rating Agencies, to make an informed decision (or, if the Special Servicer did not request any information, within ten Business Days from such notice), such consent shall be deemed to have been granted); (ii) Subject to the restrictions on extensions in Section 3.20(a)(iv) and (v), the Master Servicer may (with the consent of the Directing Certificateholder, subject, however, to Section 3.21(f)) extend the maturity date of any Mortgage Loan (including any Serviced Whole Loan, if applicable) for up to six months (but not more than two such extensions by the Master Servicer shall occur); (iii) other than as provided in Sections 3.02 and 3.08, the Special Servicer shall not agree to (or, in the case of a Performing Serviced Loan, consent to the Master Servicer's judgmentagreeing to) any modification, materially impair waiver or amendment of any term of, or take (or, in the case of a Performing Serviced Loan, consent to the Master Servicer's taking) any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Loan that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the reasonable, good faith judgment of the Special Servicer, would add to, release, substitute for, or otherwise alter a material amount of the security for such Mortgage Serviced Loan, unless a material default on such Serviced Loan or reduce the likelihood of timely payment of amounts due thereon; has occurred or (iii) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe reasonable, (A) good faith judgment of the Special Servicer, a default in respect of payment on such Mortgage Serviced Loan is 90 days or more past due or (B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect that reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery to the Certificateholders, or if a Serviced Whole Loan is affected, to the Certificateholders and the related Companion Loan Holder (as a collective whole and, in the case of a Serviced Whole Loan that is an A/B Whole Loan, taking into account the subordination of the related Companion Loan) on a net present value basis than would liquidation; (iv) the Special Servicer shall not extend (or, in the case of a Performing Serviced Loan, consent to the Master Servicer's extending) the date on which any Balloon Payment is scheduled to be due on any Serviced Loan to a date beyond the earliest of (A) two years prior to the Rated Final Distribution Date (or in the case of an ARD Loan, five years prior to the Rated Final Distribution Date) and (B) if such Serviced Loan is secured by a Mortgage solely or primarily on the related Mortgagor's leasehold interest in the related Mortgaged Property, 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the Ground Lease, ten years) prior to the end of the then current term of the related Ground Lease (plus any unilateral options to extend); (v) neither the Master Servicer nor the Special Servicer shall make or permit 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 Loan that would result in an Adverse REMIC Event with respect to either REMIC I or REMIC II; (vi) subject to applicable law, the related loan documents and the Servicing Standard, neither the Master Servicer nor the Special Servicer shall permit any modification, waiver or amendment of any term of any Serviced Loan unless all related fees and expenses are paid by the related Mortgagor; (vii) the Special Servicer shall not permit (or, in the case of a Performing Serviced Loan, consent to the Master Servicer's permitting) any Mortgagor to add or substitute any real estate collateral for its Serviced Loan unless the Special Servicer shall have first determined in its reasonable, good faith judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations; and (viii) the Special Servicer shall not permit the release, including in connection with a substitution contemplated by clause (vii) of this Section 3.20(a), of any collateral securing an outstanding Serviced Loan, except as provided in Section 3.09(d) or Section 3.26, or except where a Serviced Loan (or, in the case of a Cross-Collateralized Set, where such entire Cross-Collateralized Set) is satisfied, or except in the case of a release where (A) either (1) the use of the collateral to be released will not, in the good faith and reasonable judgment of the Special Servicer, materially and adversely affect the net operating income being generated by or the use of the related Mortgaged Property, or (2) there is a corresponding principal pay down of such Serviced Loan in an amount at least equal to the appraised value of the collateral to be released (or substitute collateral with an appraised value at least equal to that of the collateral to be released, is delivered), (B) the remaining Mortgaged Property (together with any substitute collateral) is, in the Special Servicer's good faith and reasonable judgment, adequate security for the remaining Serviced Loan and (C) such release would not, in and of itself, result in an Adverse Rating Event with respect to any Class of Rated Certificates or Companion Loan Securities (as confirmed in writing to the Trustee by each Rating Agency); (a) shall not apply to any act or event (including, without limitation, a release, substitution or addition of collateral) in respect of any Serviced Loan that either occurs automatically, or results from the exercise of a unilateral option by the related Mortgagor within the meaning of Treasury Regulations Section 1.1001-3(c)(2)(iii), in any event under the terms of such Serviced Loan in effect on the Closing Date (or, in the case of a Replacement Mortgage Loan, on the related date of substitution); and provided, further, notwithstanding clauses (i) through (viii) of this Section 3.20(a), neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if, in its reasonable, good faith judgment, such opposition would not ultimately prevent the confirmation of such plan or one substantially similar; and provided, further, notwithstanding clause (viii) of this Section 3.20(a), neither the Master Servicer nor the Special Servicer shall be required to obtain any confirmation of the Certificate ratings from the Rating Agencies to grant, or to subordinate the lien of Loans to, easements, rights-of-way or similar agreements that do not materially affect the use or value of a Mortgaged Property or the Mortgagor's ability to make any payments with respect to the related Loan. (b) Neither the Master Servicer nor the Special Servicer shall have any liability to the Trust, the Certificateholders and in the case of a Serviced Whole Loan, the related Companion Loan Holder or any other Person if its analysis and determination that the modification, waiver, amendment or other action contemplated by Section 3.20 (a) is reasonably likely to produce a greater recovery to Certificateholders, or if a Serviced Whole Loan is affected, to the Certificateholders and the related Companion Loan Holder (as a collective whole and, in the case of a Serviced Whole Loan that is an A/B Whole Loan, taking into account the subordination of the related Companion Loan) on a net present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis by the Special Servicer or the Master Servicer, as applicable, consistent with the Servicing Standard. Subject Each such determination shall be evidenced by an Officer's Certificate to Customary Servicing Proceduressuch effect to be delivered by the Special Servicer to the Trustee, the Directing Certificateholder and the related Companion Loan Holder (if a Serviced Whole Loan is involved). The Special Servicer may permit a forbearance shall include with any such Officer's Certificate the supporting documentation forming the basis for a Mortgage Loan which in the Servicer's judgment is subject to imminent defaultits conclusion. (c) Any payment of interest, which interest that is deferred pursuant to any modification, waiver, forbearance or amendment permitted hereunder, Section 3.20(a) shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Serviced Loan, notwithstanding that the terms of such Mortgage Serviced Loan so permit or that such modification, waiver or amendment so permitinterest may actually be capitalized. (d) The Master Servicer (as to Performing Serviced Loans) and the Special Servicer (as to Specially Serviced Loans) each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's or Special Servicer's, as the case may be, discretion pursuant to the Mortgage terms of the instruments evidencing or securing the related Serviced Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable fee relating to such consent, modification, waiver or customary fee indulgence (not to exceed 1.0% of the unpaid principal balance of the related Serviced Loan) for the additional services performed in connection with such request, together with any related costs and expenses incurred by it; provided that the Servicer, which amount charging of such fees would not otherwise constitute a "significant modification" of the Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b). All such fees collected by the Master Servicer and/or the Special Servicer shall be retained by the Servicer allocable between such parties, as additional servicing compensationAdditional Master Servicing Compensation and Additional Special Servicing Compensation, respectively, as provided in Section 3.11. (e) The All modifications, waivers, amendments and other actions entered into or taken in respect of the Serviced Loans pursuant to the preceding subsections of this Section 3.20 shall be in writing. Each of the Master Servicer and the Special Servicer shall notify the other such party, the Trustee, the Certificate Administrator, the Directing Certificateholder and the related Companion Loan Holder (if a Serviced Whole Loan is involved), in writing, of any modification, waiver, forbearance amendment or amendment other action entered into or taken in respect of any term of any Mortgage Serviced Loan pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in into the related Mortgage FileFile (with a copy to the other such party), an original counterpart of the agreement relating to such modification, waiver, forbearance amendment or amendmentother action, promptly (and in any event within ten Business Days) following the execution thereof; provided. In addition, however, that if following the execution of any such modification, waiver, forbearance waiver or amendment is required agreed to by applicable law the Special Servicer pursuant to be recordedSection 3.20(a), the Special Servicer (i) shall deliver to the Master Servicer and the Trustee a copy thereof and an Officer's Certificate setting forth in reasonable detail the basis of the determination made by it pursuant to clause (ii) of Section 3.20(a). (f) With respect to any ARD Loan after its Anticipated Repayment Date, the Master Servicer shall deliver be permitted to waive all or any accrued Excess Interest if, prior to the Trustee related maturity date, the related Mortgagor has requested the right to prepay the Loan in full together with all payments required by the Serviced Loan in connection with such documentprepayment except for all or a portion of accrued Excess Interest; provided that the Master Servicer's determination to waive the right to such accrued Excess Interest is reasonably likely to produce a greater payment to Certificateholders on a net present value basis than a refusal to waive the right to such Excess Interest. Any such waiver shall not be effective until such payment is tendered. The Master Servicer shall have no liability to the Trust, with evidence the Certificateholders or any other person so long as such determination is based on such criteria. Notwithstanding anything contained in this Agreement to the contrary and subject the limitations of notification upon Section 3.21(f), the Master Servicer shall be required to seek the consent of the Directing Certificateholder and provide to the Directing Certificateholder any information that the Directing Certificateholder may reasonably request in order to grant or deny its consent, provided that such information is in the possession of the Master Servicer, prior to waiving any Excess Interest. The Directing Certificateholder's consent to a waiver shall be deemed granted if the Directing Certificateholder fails to respond to such request within ten Business Days of its receipt thereof of such request. Except as permitted in Section 3.20(a), the Special Servicer shall have no right to waive the payment of Excess Interest. (g) The Master Servicer shall not be required to seek the consent of the Special Servicer or any Certificateholder or obtain any confirmation of the Certificate ratings or Companion Loan Securities ratings from the public recording office.Rating Agencies (unless otherwise set forth in the related Intercreditor Agreement with respect to a Serviced Whole Loan) to approve the following modifications,

Modifications, Waivers, Amendments and Consents. (a) Subject The Master Servicer (solely as to this Section 3.21Performing Serviced Loans) and the Special Servicer (as to Specially Serviced Loans) each may, consistent with the Servicer may Servicing Standard, agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive or defer the payment of interest (including, without limitation, Default Interest and Excess Interest) on and principal of, forgive late payment charges and Prepayment Premiums 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 Serviced Loan it is required to service and administer hereunder without the consent of the Trustee or any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to Section 3.02, Section 3.08, Section 3.21 and Section 3.28 and each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as provided in Sections 2.03(b), 3.02, 3.08 and 3.20(f), the Master 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, forbearanceof, or amendment would: (itake any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Loan, that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunderunder such Serviced Loan or affect the security for such Serviced Loan, unless 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 notice of any Mortgagor's request for such modification, waiver or amendment, the Master Servicer's recommendations and analysis, and with all information reasonably available to the Master Servicer that the Special Servicer may reasonably request to withhold or grant any such consent, each of which shall be provided reasonably promptly in accordance with the Servicing Standard, (B) the Special Servicer shall decide whether to withhold or grant such consent in accordance with the Servicing Standard and (C) if any such request has not been expressly responded to within ten Business Days (subject to any extensions of applicable time periods required if the Special Servicer is required by this Agreement to seek the consent of third parties) of the Special Servicer's receipt from the Master Servicer of the Master Servicer's recommendations and analysis and all information reasonably requested thereby and reasonably available to the Master Servicer, as such time period may be extended if the Special Servicer is required to seek the consent of the Directing Certificateholder, any Controlling Holder, any mezzanine lender, or the Rating Agencies, to make an informed decision (or, if the Special Servicer did not request any information, within ten Business Days from such notice), such consent shall be deemed to have been granted); (ii) Subject to the restrictions on extensions in Section 3.20(a)(iv), the Master Servicer may (with the consent of the Directing Certificateholder, subject, however, to Section 3.21(f)) extend the maturity date of any Mortgage Loan (including any Serviced Whole Loan, if applicable) for up to six months (but not more than two such extensions by the Master Servicer shall occur); (iii) other than as provided in Sections 3.02 and 3.08, the Special Servicer shall not agree to (or, in the case of a Performing Serviced Loan, consent to the Master Servicer's judgmentagreeing to) any modification, materially impair waiver or amendment of any term of, or take (or, in the case of a Performing Serviced Loan, consent to the Master Servicer's taking) any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Loan that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the reasonable, good faith judgment of the Special Servicer, would add to, release, substitute for, or otherwise alter a material amount of the security for such Mortgage Serviced Loan, unless a material default on such Serviced Loan or reduce the likelihood of timely payment of amounts due thereon; has occurred or (iii) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either casethe reasonable, (A) good faith judgment of the Special Servicer, a default in respect of payment on such Mortgage Serviced Loan is 90 days or more past due or (B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect that reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery to the Certificateholders, or if a Serviced Whole Loan is affected, to the Certificateholders and the related Companion Loan Holder(s) (as a collective whole taking into account the subordination of any related Subordinate Interest(s)) on a net present value basis than would liquidation; (iv) the Special Servicer shall not extend (or, in the case of a Performing Serviced Loan, consent to the Master Servicer's extending) the date on which any Balloon Payment is scheduled to be due on any Serviced Loan to a date beyond the earliest of (A) five years prior to the Rated Final Distribution Date, and (B) if such Serviced Loan is secured by a Mortgage solely or primarily on the related Mortgagor's leasehold interest in the related Mortgaged Property, 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the Ground Lease, ten years) prior to the end of the then current term of the related Ground Lease (plus any unilateral options to extend); (v) neither the Master Servicer nor the Special Servicer shall make or permit 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 Loan that would result in an Adverse REMIC Event with respect to any of the Torre Mayor Loan REMIC, REMIC I or REMIC II; (vi) subject to applicable law, the related loan documents and the Servicing Standard, neither the Master Servicer nor the Special Servicer shall permit any modification, waiver or amendment of any term of any Serviced Loan unless all related fees and expenses are paid by the related Mortgagor; (vii) the Special Servicer shall not permit (or, in the case of a Performing Serviced Loan, consent to the Master Servicer's permitting) any Mortgagor to add or substitute any real estate collateral for its Serviced Loan unless the Special Servicer shall have first determined in its reasonable, good faith judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations; and (viii) the Special Servicer shall not permit the release, including in connection with a substitution contemplated by clause (vii) above, any collateral securing an outstanding Serviced Loan, except as provided in Section 3.09(d) or Section 3.26, or except where a Serviced Loan (or, in the case of a Cross-Collateralized Group, where such entire Cross-Collateralized Group) is satisfied, or except in the case of a release where (A) either (1) the use of the collateral to be released will not, in the good faith and reasonable judgment of the Special Servicer, materially and adversely affect the net operating income being generated by or the use of the related Mortgaged Property, or (2) there is a corresponding principal pay down of such Serviced Loan in an amount at least equal to the appraised value of the collateral to be released (or substitute collateral with an appraised value at least equal to that of the collateral to be released, is delivered), (B) the remaining Mortgaged Property (together with any substitute collateral) is, in the Special Servicer's good faith and reasonable judgment, adequate security for the remaining Serviced Loan and (C) such release would not, in and of itself, result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the Trustee by each Rating Agency); provided that the limitations, conditions and restrictions set forth in clauses (i) through (vii) above shall not apply to any act or event (including, without limitation, a release, substitution or addition of collateral) in respect of any Serviced Loan that either occurs automatically, or results from the exercise of a unilateral option by the related Mortgagor within the meaning of Treasury Regulations Section 1.1001-3(c)(2)(iii), in any event under the terms of such Serviced Loan in effect on the Closing Date (or, in the case of a Replacement Mortgage Loan, on the related date of substitution); and provided, further, that, notwithstanding clauses (i) through (vii) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if, in its reasonable, good faith judgment, such opposition would not ultimately prevent the confirmation of such plan or one substantially similar; and provided, further, that, notwithstanding clause (vii) above, neither the Master Servicer nor the Special Servicer shall be required to obtain any confirmation of the Certificate ratings from the Rating Agencies to grant, or to subordinate the lien of Loans to, easements, rights-of-way or similar agreements that do not materially affect the use or value of a Mortgaged Property or the Mortgagor's ability to make any payments with respect to the related Loan. (b) Neither the Master Servicer nor the Special Servicer shall have any liability to the Trust, the Certificateholders and in the case of a Serviced Whole Loan, the related Companion Loan Holder(s) or any other Person if its analysis and determination that the modification, waiver, amendment or other action contemplated by Section 3.20 (a) is reasonably likely to produce a greater recovery to Certificateholders, or if a Serviced Whole Loan is affected, to the Certificateholders and the related Companion Loan Holder(s) (as a collective whole taking into account the subordination of any related Subordinate Interest(s)) on a net present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis by the Special Servicer or the Master Servicer, as applicable, consistent with the Servicing Standard. Subject Each such determination shall be evidenced by an Officer's Certificate to Customary Servicing Proceduressuch effect to be delivered by the Special Servicer to the Trustee, the Directing Certificateholder and the related Companion Loan Holder(s) (if a Serviced Whole Loan is involved). The Special Servicer may permit a forbearance shall include with any such Officer's Certificate the supporting documentation forming the basis for a Mortgage Loan which in the Servicer's judgment is subject to imminent defaultits conclusion. (c) Any payment of interest, which interest that is deferred pursuant to any modification, waiver, forbearance or amendment permitted hereunder, Section 3.20(a) shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Serviced Loan, notwithstanding that the terms of such Mortgage Serviced Loan so permit or that such modification, waiver or amendment so permitinterest may actually be capitalized. (d) The Master Servicer (as to Performing Serviced Loans) and the Special Servicer (as to Specially Serviced Loans) each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's or Special Servicer's, as the case may be, discretion pursuant to the Mortgage terms of the instruments evidencing or securing the related Serviced Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable fee relating to such consent, modification, waiver or customary fee indulgence (not to exceed 1.0% of the unpaid principal balance of the related Serviced Loan) for the additional services performed in connection with such request, together with any related costs and expenses incurred by it; provided that the Servicer, which amount charging of such fees would not otherwise constitute a "significant modification" of the Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b). All such fees collected by the Master Servicer and/or the Special Servicer shall be retained by the Servicer allocable between such parties, as additional servicing compensationAdditional Master Servicing Compensation and Additional Special Servicing Compensation, respectively, as provided in Section 3.11. (e) The All modifications, waivers, amendments and other actions entered into or taken in respect of the Serviced Loans pursuant to the preceding subsections of this Section 3.20 shall be in writing. Each of the Master Servicer and the Special Servicer shall notify the other such party, the Trustee, the Directing Certificateholder and the related Companion Loan Holder(s) (if a Serviced Whole Loan is involved), in writing, of any modification, waiver, forbearance amendment or amendment other action entered into or taken in respect of any term of any Mortgage Serviced Loan pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in into the related Mortgage FileFile (with a copy to the other such party), an original counterpart of the agreement relating to such modification, waiver, forbearance amendment or amendmentother action, promptly (and in any event within ten Business Days) following the execution thereof; provided. In addition, however, that if following the execution of any such modification, waiver, forbearance waiver or amendment is required agreed to by applicable law the Special Servicer pursuant to be recordedSection 3.20(a) above, the Special Servicer (i) shall deliver to the Master Servicer and the Trustee a copy thereof and an Officer's Certificate setting forth in reasonable detail the basis of the determination made by it pursuant to clause (ii) of Section 3.20(a). (f) With respect to any ARD Loan after its Anticipated Repayment Date, the Master Servicer shall deliver be permitted to waive all or any accrued Excess Interest if, prior to the Trustee related maturity date, the related Mortgagor has requested the right to prepay the Loan in full together with all payments required by the Serviced Loan in connection with such documentprepayment except for all or a portion of accrued Excess Interest; provided, with evidence that the Master Servicer's determination to waive the right to such accrued Excess Interest is reasonably likely to produce a greater payment to Certificateholders on a net present value basis than a refusal to waive the right to such Excess Interest. Any such waiver shall not be effective until such payment is tendered. The Master Servicer shall have no liability to the Trust, the Certificateholders or any other person so long as such determination is based on such criteria. Notwithstanding anything contained in this Agreement to the foregoing, the Master Servicer shall be required to seek the consent of notification upon the Directing Certificateholder and provide to the Directing Certificateholder any information that the Directing Certificateholder may reasonably request in order to grant or deny its consent, provided that such information is in the possession of the Master Servicer, prior to waiving any Excess Interest. The Directing Certificateholder's consent to a waiver shall be deemed granted if the Directing Certificateholder fails to respond to such request within ten Business Days of its receipt thereof of such request. Except as permitted in Section 3.20(a), the Special Servicer shall have no right to waive the payment of Excess Interest. (g) The Master Servicer shall not be required to seek the consent of the Special Servicer or any Certificateholder or obtain any confirmation of the Certificate ratings from the public recording office.Rating Agencies (unless otherwise set forth in the related Intercreditor Agreement with respect to a Serviced Whole Loan) to approve the following modifications, waivers or amendments of the Loans (other than any Non-Serviced Mortgage Loan): (i) waivers of minor covenant defaults (other than financial covenants), including late financial statements; (ii) releases of (A) non-material parcels of a Mortgaged Property, including in connection with a pending or threatened condemnation; (B) parcel

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21Sections 3.20(b) through 3.20(k) below and further subject to Sections 3.08(b) and 6.11, the Master Servicer may (to the extent provided in Section 3.02(a) and Section 3.20(i) below) and the Special Servicer may, on behalf of the Trust Fund, agree to any modification, waiver, forbearance, waiver or amendment of any term of any Mortgage Loan (including, subject to Section 3.20(i), the lease reviews and lease consents related thereto) without the consent of the Trustee or any Certificateholder. . (b) All modifications, waivers, forbearances waivers or amendments of any Mortgage Loan (including, subject to Section 3.20(i), the lease reviews and lease consents related thereto) shall be in writing and shall be consistent considered and effected in accordance with Customary the Servicing Procedures. (b) The Standard; provided however, that neither the Master Servicer nor the Special Servicer, as applicable, shall not agree to enter intomake or permit or consent to, and shall not enter intoas applicable, 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 not otherwise permitted by this Section 3.20 that would constitute a "significant modification" of such Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (c) Except as provided in 3.20(d) and the last two sentences of Section 3.02(a), the Special Servicer, on behalf of the Trust Fund, shall not agree or consent to any modification, waiver, forbearance, waiver or amendment of any term of any Mortgage Loan that would: (i) affect the amount or timing of any related payment of principal, interest or other amount (including Prepayment Premiums or Yield Maintenance Charges, but excluding Penalty Interest and amounts payable as additional servicing compensation) payable thereunder; (ii) affect the obligation of the related Mortgagor to pay a Prepayment Premium or Yield Maintenance Charge or permit a Principal Prepayment during any period in which the related Mortgage Note prohibits Principal Prepayments; (iii) except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(d), result in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as determined by an appraisal by an Independent Appraiser delivered to the Special Servicer at the expense of the related Mortgagor and upon which the Special Servicer may conclusively rely) of the property to be released other than in connection with a taking of all or part of the related Mortgaged Property or REO Property for not less than fair market value by exercise of the power of eminent domain or condemnation or casualty or hazard losses with respect to such Mortgaged Property or REO Property; or (iv) if such Mortgage Loan is equal to or in excess of 5% of the then aggregate current principal balances of all Mortgage Loans or $20,000,000, permit the transfer or transfers of equity interests in the borrower or any equity owner of the borrower that would result, in the aggregate during the term of the related Mortgage Loan, in a transfer greater than 49% of the total interest in the borrower and/or any equity owner of the borrower or a transfer of voting control in the borrower or an equity owner of the borrower without the prior written confirmation from each Rating Agency that such changes will not result in the qualification, downgrade or withdrawal to the ratings then assigned to the Certificates; (v) in the reasonable, good faith judgment of the Special Servicer's judgment, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or (vi) impair the value or enforceability of a Lease Enhancement Policy (d) Notwithstanding Section 3.20(c), but subject to the third paragraph of this Section 3.20(d), and the rights of the Controlling Class Representative (and in the case of the AB Mortgage Loans and the Companion Loans, each of the Companion Holders pursuant to Section 6.11) set forth in Section 6.11, the Special Servicer may (i) reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the amount of the Periodic Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate, (iii) otherwise constitute forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a "significant modification" within Specially Serviced Mortgage Loan, (iv) extend the meaning maturity date of Treasury Regulations Section 1.860G-2(b)any Specially Serviced Mortgage Loan, or (v) accept a Principal Prepayment on any Specially Serviced Mortgage Loan during any Lockout Period; unless, in either case, provided that (A) such the related Mortgagor is in default with respect to the Specially Serviced Mortgage Loan or, in the reasonable, good faith judgment of the Special Servicer, such default is 90 days or more past due or reasonably foreseeable, and (B) in the reasonable, good faith judgment of the Special Servicer, such modification would increase the recovery on the Mortgage Loan to Certificateholders on a net present value basis (the relevant discounting of amounts that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate). In the case of every other modification, waiver or consent, the Special Servicer delivers to the Trustee shall determine and may rely on an Opinion of Counsel (which Opinion of Counsel shall be an expense of the Trust Fund to the extent not paid by the related Mortgagor) to the effect that such modification, waiver, forbearance waiver or amendment would not (1) effect an exchange or reissuance of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b) of the Code, (2) cause REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions, or (3) adversely affect the REMIC status of either the Upper-Tier REMIC or Grantor Trust under the Lower-Tier REMIC andCode. In addition, notwithstanding Section 3.20(c), but subject to the third paragraph of this Section 3.20(d), the Special Servicer may extend the date on which any Balloon Payment is scheduled to be due in respect of a Specially Serviced Mortgage Loan if the conditions set forth in the proviso to the prior paragraph are satisfied and the Special Servicer has obtained an appraisal in accordance with the standards of the Appraisal Institute of the related Mortgaged Property, performed by an Independent Appraiser, in either caseconnection with such extension, which appraisal supports the determination of the Special Servicer contemplated by clause (B) of the proviso to the immediately preceding paragraph. In no event will the Special Servicer (i) extend the maturity date of a Mortgage Loan beyond a date that is two years prior to the Rated Final Distribution Date, (ii) reduce the Mortgage Rate of a Mortgage Loan to less than the lesser of (A) the original Mortgage Rate of such modificationMortgage Loan, waiver(B) the highest Pass-Through Rate of any Class of Certificates (other than the Class X Certificates) then outstanding and (C) a rate below the then prevailing interest rate for comparable loans, forbearance or amendment as determined by the Special Servicer, (iii) if the Mortgage Loan is reasonably likely to produce secured by a greater recovery with respect to Ground Lease (and not by the corresponding fee simple interest), extend the maturity date of such Mortgage Loan beyond a date which is less than would liquidation. Subject 20 years prior to Customary Servicing Procedures, the Servicer may permit a forbearance for a expiration of the term of such Ground Lease including any unilateral options to extend such term; or (iv) defer interest due on any Mortgage Loan which in excess of 10% of the Stated Principal Balance of such Mortgage Loan or defer the collection of interest on any Mortgage Loan without 125 accruing interest on such deferred interest at a rate at least equal to the Mortgage Rate of such Mortgage Loan. The determination of the Special Servicer contemplated by clause (B) of the proviso to the first paragraph of this Section 3.20(d) shall be evidenced by an Officer's Certificate to such effect delivered to the Trustee and the Master Servicer and describing in reasonable detail the basis for the Special Servicer's judgment is subject determination. The Special Servicer shall append to imminent defaultsuch Officer's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination. (ce) Any payment of interest, which interest that is deferred pursuant to any modification, waiver, forbearance waiver or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or such modification, waiver or amendment so permit. The foregoing shall in no way limit the Special Servicer's ability to charge and collect from the Mortgagor costs otherwise collectible under the terms of the related Mortgage Note and this Agreement together with interest thereon. (df) The Special Servicer or, with respect to clause (i) below, the Master Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Servicer's its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicer, it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request, together with provided such fee would not itself be a "significant modification" pursuant to Treasury Regulations Section 1.1001-3(e)(2) and (ii) any related costs and expenses incurred by it. In no event shall the Servicer, which amount shall Special Servicer be retained by entitled to payment for such fees or expenses unless such payment is collected from the Servicer as additional servicing compensationrelated Mortgagor. (eg) The Special Servicer shall notify the Master Servicer, any related Sub-Servicers, the Trustee, the Controlling Class Representative and the Rating Agencies, and with respect to each Loan Pair, the related Companion Holder, in writing, of any modification, waiver, forbearance waiver or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) Custodian for deposit in the related Mortgage File, with a copy to the Master Servicer, an original counterpart of the agreement relating to such modification, waiver, forbearance waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if . Copies of each agreement whereby any such modification, waiver, forbearance waiver or amendment of any term of any Mortgage Loan is required by applicable law effected shall be made available for review upon prior request during normal business hours at the offices of the Special Servicer pursuant to be recordedSection 3.15(a) hereof. (h) The Master Servicer shall not permit defeasance of any Mortgage Loan (x) on or before the earliest date on which defeasance is permitted under the terms of such Mortgage Loan, and (y) to the extent inconsistent with the terms of such Mortgage Loan, and if the terms of the Mortgage Loan grant the Master Servicer the right to require defeasance, the Master Servicer shall act in accordance with the Servicing Standard to require defeasance. Unless and to the extent the Master Servicer is precluded from preventing such defeasance by the related Mortgage Loan documents or otherwise (provided that the Master Servicer shall not allow such defeasance to cause any REMIC created hereunder to fail to qualify as a REMIC, and provided further, the Master Servicer may rely on an Opinion of Counsel as provided for in (ii) below), the Master Servicer will not permit defeasance of any Mortgage Loan, unless: (i) shall deliver to the Trustee a copy thereof and defeasance collateral consists of "Government Securities" within the meaning of the Investment Company Act of 1940, (ii) the Master Servicer has determined that the defeasance will not result in an Adverse REMIC Event (provided that the Master Servicer shall deliver be entitled to rely conclusively on an Opinion of Counsel to that effect), (iii) the Master Servicer has notified the Rating Agencies, (iv) each Rating Agency has confirmed that such defeasance will not result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Certificates to which a rating has been assigned by either Rating Agency, (v) the Master Servicer has requested and received from the related Mortgagor (A) an Opinion of Counsel generally to the effect that the Trustee will have a perfected, first priority security interest in such defeasance collateral and (B) written confirmation from a firm of Independent accountants stating that payments made on such defeasance collateral in accordance with the terms thereof will be sufficient to pay the subject Mortgage Loan in full on or before its Stated Maturity Date and in accordance with the Periodic Payment (or, in the case of an ARD Loan, on or before its Anticipated Repayment Date) and to timely pay each Periodic Payment scheduled to be due prior thereto but after the defeasance and (vi) a single purpose entity (as defined below) is designated to assume the Mortgage Loan and own the defeasance collateral; provided that, if under the terms of the related Mortgage Loan documents, the related Mortgagor delivers cash to purchase the defeasance collateral rather than the defeasance collateral itself, the Master Servicer shall purchase the U.S. government obligations contemplated by the related Mortgage Loan documents. Subsequent to the second anniversary of the Closing Date, to the extent that the Master Servicer can, in accordance with the related Mortgage Loan documents, require defeasance of any Mortgage Loan in lieu of accepting a prepayment of principal thereunder, including a prepayment of principal accompanied by a Prepayment Premium or Yield Maintenance Charge, the Master Servicer shall, to the extent it is consistent with the Servicing Standard, require such defeasance, provided that the conditions set forth in clauses (i) through (vi) of the preceding sentence have been satisfied. Any customary and reasonable out-of-pocket expense incurred by the Master Servicer pursuant to this Section 3.20(h) shall be paid by the Mortgagor of the defeased Mortgage Loan pursuant to the related Mortgage, Mortgage Note or other pertinent document. Notwithstanding the foregoing, if at any time, a court with evidence jurisdiction in the matter shall hold that the related Mortgagor may obtain a release of notification upon receipt the subject Mortgaged Property but is not obligated to deliver the full amount of the defeasance collateral contemplated by the related Mortgage Loan documents (or cash sufficient to purchase such defeasance collateral), then the Master Servicer shall (i) if consistent with the related Mortgage Loan documents, refuse to allow the defeasance of the Mortgage Loan or (ii) if the Master Servicer cannot so refuse and if the related Mortgagor has delivered cash to purchase the defeasance collateral, the Master Servicer shall either (A) buy such defeasance collateral or (B) prepay the Mortgage Loan, in either case, in accordance with the Servicing Standard. For purposes of this paragraph, a "single purpose entity" shall mean a Person, other than an individual, whose organization documents provide as follows: it is formed solely for the purpose of owning and operating a single property, assuming a Mortgage Loan and owning and pledging the Defeasance Collateral; it may not engage in any business unrelated to such property and the financing thereof; it does not have and may not own any assets other than those related to its interest in the property or the financing thereof and may not incur any indebtedness other than as permitted by the related Mortgage; it shall maintain its own books, records and accounts, in each case which are separate and apart from the public recording office.books, records and accounts of any other person; it shall hold regular meetings, as appropriate, to conduct its business, and shall observe all entity-level formalities and record keeping; it shall conduct business in its own name and use separate stationery, invoices and checks; it may not guarantee or assume the debts or obligations of any other person; it shall not commingle its assets or funds with those of any other person; it shall pay its obligations and expenses from its own funds and allocate and charge reasonably

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, The Master Servicer and the Special Servicer each may agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive interest 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 it is required to service and administer hereunder, without the consent of the Trustee or any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as provided in Sections 3.02 and 3.08, the Master Servicer (in such capacity) 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modification, waiver, forbearance, or amendment would: that would (iA) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; , (iiB) affect the obligation of the related Mortgagor to pay any Prepayment Premium or permit a Principal Prepayment during any period when the terms of the Mortgage Loan prohibit the making of Principal Prepayments or, (C) in the Master Servicer's good faith and reasonable judgment, materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or the Special Servicer (iiiin such capacity) otherwise constitute may, however, 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, a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unlessSpecially Serviced Mortgage Loan that would have any such effect, but only if, in either casethe Special Servicer's reasonable and good faith judgment, (A) a material default on such Mortgage Loan has occurred or a default in respect of payment on 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 reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery to Certificateholders on a present value basis, than would liquidation; (ii) any such action taken by the Special Servicer shall be accompanied by an Officer's Certificate to such effect and to which is attached the present value calculation which establishes the basis for such determination, a copy of which shall be delivered to the Trustee for delivery to the Rating Agencies; (iii) neither the Master Servicer nor the Special Servicer may extend the Stated Maturity Date of any Mortgage Loan beyond the date that is two years prior to the Rated Final Distribution Date and, in the case of any Mortgage Loan that is secured solely by a Ground Lease, the Master Servicer or the Special Servicer, as the case may be, shall give due consideration to the remaining term of such Ground Lease prior to extending the Stated Maturity Date of the Mortgage Loan; (iv) neither the Master Servicer nor the Special Servicer shall make or permit any modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.20(a) or clause (h) of Section 3.19 with respect to, any Mortgage Loan that would (A) cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)) result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day of any such REMIC under the REMIC Provisions or (B) cause any Mortgage Loan to cease to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (neither the Master Servicer nor the Special Servicer shall be liable for judgments as regards decisions made under this subsection which were made in good faith and, unless it would constitute bad faith or negligence to do so, each of the Master Servicer and the Special Servicer may rely on opinions of counsel in making such decisions); (v) neither the Master Servicer nor the Special Servicer shall permit any Mortgagor to add or substitute any collateral for an outstanding Mortgage Loan, which collateral constitutes real property, unless the Master Servicer or the Special Servicer, as the case may be, shall have first determined, in its reasonable and good faith judgment, based upon an Environmental Assessment performed within the twelve months prior to such determination (and such additional environmental testing as the Master Servicer or Special Servicer, as the case may be, deems necessary and appropriate) prepared by an Independent Person who regularly conducts Environmental Assessments (and such additional environmental testing), at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations; (vi) neither the Master Servicer nor the Special Servicer shall release or substitute any collateral securing an outstanding Mortgage Loan except as provided in Sections 3.08 and 3.09(d) and except in the case of a release where (A) the use of the collateral to be released will not, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, materially and adversely affect the Net Operating Income being generated by or the use of the related Mortgaged Property, (B) there is a corresponding principal paydown of such Mortgage Loan in an amount at least equal to, or a delivery of substitute collateral with an Appraised Value at least equal to, the Appraised Value of the collateral to be released, (C) the remaining Mortgaged Property and any substitute collateral is, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, adequate security for the remaining Mortgage Loan and (D) the Master Servicer or Special Servicer, as applicable, has received Rating Agency Confirmation with respect to such release or substitution; provided that (x) the limitations, conditions and restrictions set forth in clauses (i) through (vi) above shall not apply to any modification of any term of any Mortgage Loan or any other acts referenced in this Section 3.20(a) that is required under the terms of such Mortgage Loan in effect on the Closing Date and that is solely within the control of the related Mortgagor, and (y) notwithstanding clauses (i) through (vi) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. Neither the Master Servicer nor the Special Servicer may extend the Maturity Date on any Mortgage Loan except pursuant to this Section 3.20(a) or as otherwise required under the related loan documents; (vii) the Master Servicer shall not consent to any assumption of a Mortgage Loan or release of any earnout reserve amounts with respect to any Specified Earnout Reserve Loan unless the Special Servicer shall have approved such assumption or release in writing; and (viii) the Master Servicer shall not consent to (A) any waiver related to the conditions for release or establishment of a letter of credit with respect to any Specified Letter of Credit Loan, (B) any waiver related to the conditions to be satisfied with respect to any Specified Trigger Event Loan (including waivers relating to the release, reduction or termination of reserves (other than reserves included on clause (vii) above)), (C) any waivers relating to the establishment of reserves, (D) waivers of any requirements regarding additional collateral or (E) waivers of any lock-box requirements, unless the Special Servicer has approved such waiver in writing. (b) Neither the Master Servicer nor the Special Servicer shall have any liability to the Trust Fund, the Certificateholders or any other Person if its analysis and determination that the modification, waiver, amendment or other action contemplated by Section 3.20 (a) is reasonably likely to produce a greater recovery to Certificateholders on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in good faith by the Master Servicer or Special Servicer and the Master Servicer or Special Servicer was not negligent in ascertaining the pertinent facts. Subject The Master Servicer shall not have any liability to Customary Servicing Proceduresthe Trust Fund, the Servicer may permit a forbearance for a Mortgage Loan which in Certificateholders or any other Person with respect to the Special Servicer's judgment is subject to imminent default.approval, disapproval or delay in processing any assumption or earnout release as provided in Section 3.20(a)(vii) (c) Any payment of interest, which is deferred pursuant to any modification, waiver, forbearance waiver 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 Master Servicer and, with respect to a Specially Serviced Mortgaged Loan, the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's or the Special Servicer's discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable or customary fee (not to exceed 1.0% of the unpaid principal balance of the related Mortgage Loan) 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 compensationit. (e) The Except for waivers of Penalty Charges and notice periods, all material modifications, waivers and amendments of the Mortgage Loans entered into pursuant to this Section 3.20 shall be in writing. (f) Each of the Master Servicer and the Special Servicer shall notify the TrusteeTrustee and such other party, in writing, of any modification, waiver, forbearance waiver (other than a waiver of Penalty Charges) or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance waiver or amendment, promptly (and in any event within ten 10 Business Days) following the execution thereof; provided. (g) The Master Servicer or Special Servicer, howeveras applicable, shall not waive the payment of any fees by a borrower that if any such modification, waiver, forbearance may be due or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver partially due to the Trustee a copy thereof and other party without such other party's consent. (iih) shall deliver The Failure of the Special Servicer to respond to the Trustee Master Servicer within five (5) Business Days of the Master Servicer's written request (such documentrequest to include sufficient information regarding the applicable Mortgage Loan) for any approval or consent required hereunder, with evidence shall be deemed to constitute a grant of notification upon receipt thereof from the public recording officesuch request for approval or consent.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.214.21, 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 CertificateholderPurchaser. All modifications, waivers, forbearances or amendments of any Mortgage Loan shall be in writing and shall be consistent with Customary Accepted Servicing ProceduresPractices. (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 ’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 constitutes a "“significant modification" ” within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either each case, (A) such Mortgage Loan is 90 ninety (90) days or more past due or (B) the Servicer delivers to the Trustee Purchaser 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 Trust Estate 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 Accepted Servicing ProceduresPractices, the Servicer may permit a forbearance for a Mortgage Loan which which, in the Servicer's judgment ’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 ’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 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. (e) The Servicer shall notify the TrusteePurchaser, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee Purchaser (or, at the direction of the TrusteePurchaser, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee Purchaser a copy thereof and (ii) shall deliver to the Trustee Purchaser such document, with evidence of notification upon receipt thereof from the public recording office. (f) To the extent consistent with the terms of this Agreement, the Servicer may waive (or permit a Subservicer to waive) a Prepayment Premium only under the following circumstances: (i) such waiver relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Premium and the related Mortgage Loan, (ii) such waiver is required under state or federal law or (iii) the mortgage debt has been accelerated as a result of the Mortgagor’s default in making its Monthly Payments. The Servicer shall not waive any Prepayment Premium unless it is waived in accordance with this Section 4.21(f). The Servicer shall pay the amount of any Prepayment Premium (to the extent not collected and remitted to the Purchaser) to the Purchaser or its assignees if (1) the representation in Section 3.02(ggg) is breached and such breach materially and adversely affects the interests of the Purchaser or its assigns or (2) the Servicer waives any Prepayment Premium other than as permitted under this Section 4.21(f). The Servicer shall pay the amount of such Prepayment Premium, for the benefit of the Purchaser or any assignee of the Purchaser, by depositing such amount into the Custodial Account at the time that the amount prepaid on the related Mortgage Loan is required to be deposited into the Custodial Account.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, The Special Servicer (in the case of a Specially Serviced Mortgage Loan) or the applicable Master Servicer (in the case of a Performing Serviced Mortgage Loan) may (consistent with the Servicing Standard) agree to any modification, waiver, forbearance, waiver or amendment of any term of, extend the maturity of, defer or forgive interest (including Default Interest and Post-ARD 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 Borrower on or any guarantor of, any Serviced Mortgage Loan without the consent for which it is responsible, subject, however, to Sections 3.08, 3.24, 3.28 and 3.30, and, further to each of the Trustee or any Certificateholder. All modificationsfollowing limitations, waivers, forbearances or amendments of any Mortgage Loan shall be in writing conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as expressly set forth in Section 3.02 (with respect to Post-ARD Additional Interest and Default Charges), Section 3.08 (with respect to due-on-sale and due-on-encumbrance clauses and transfers of interests in Borrowers), Section 3.19(e) (with respect to defeasances), Section 3.20(e) (with respect to Post-ARD Additional Interest) and Section 3.20(f) (with respect to various routine matters), the applicable Master 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, forbearanceof, or amendment would: (itake any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Mortgage Loan, that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunderunder such Mortgage Loan or materially and adversely affect the security for such Mortgage Loan, unless (solely in the case of a Performing Serviced Mortgage Loan) such Master Servicer has obtained the consent of the Special Servicer (it being understood and agreed that (A) the applicable Master Servicer shall promptly provide the Special Servicer with notice of any Borrower request for such modification, waiver or amendment, the applicable Master Servicer's recommendations and analysis, and with all information reasonably available to the applicable 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 Sections 3.24, 3.28 and 3.30), and (C) if any such consent has not been expressly denied within ten Business Days of the Special Servicer's receipt from the applicable Master Servicer of such Master Servicer's recommendations and analysis and all information reasonably requested thereby and reasonably available to the applicable Master Servicer in order to make an informed decision, such consent shall be deemed to have been granted; (ii) other than as provided in Sections 3.02, 3.08 and 3.20(f), the Special Servicer shall not agree to (or, in the case of a Performing Serviced Mortgage Loan, consent to the applicable Master Servicer's judgmentagreeing to) any modification, waiver or amendment of any term of, or take (or, in the case of a Performing Serviced Mortgage Loan, consent to the applicable Master Servicer's taking) any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Mortgage Loan that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the reasonable judgment of the Special Servicer, would materially impair the security for such Mortgage Loan, unless a material default on such Mortgage Loan has occurred or, in the reasonable judgment of the Special Servicer, a default in respect of payment on such Mortgage Loan is reasonably foreseeable, and such modification, waiver, amendment or reduce other action is reasonably likely to produce an equal or a greater recovery to Certificateholders and, in the likelihood case of timely a Mortgage Loan Pair, the related B-Note Holder (as a collective whole) on a net present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders and, in the case of a Mortgage Loan Pair, the related B-Note Holder to be done at the related Net Mortgage Rate), than would liquidation; provided that (A) any modification, extension, waiver or amendment of the payment terms of a Mortgage Loan Pair shall be structured so as to be consistent with the allocation and payment priorities set forth in the related Mortgage Loan Documents, including the related Mortgage Loan Pair Co-Lender Agreement, such that neither the Trust as holder of the Pooled Mortgage Loan in such Mortgage Loan Pair nor the related B-Note Holder shall gain a priority over the other with respect to any payment, which priority is not, as of the date of the related Mortgage Loan Pair Co-Lender Agreement, reflected in the related Mortgage Loan Documents, including the related Mortgage Loan Pair Co-Lender Agreement, and (B) to the extent consistent with the Servicing Standard (taking into account the extent to which the related B-Note Mortgage Loan is junior to the Pooled Mortgage Loan in the subject Mortgage Loan Pair), (I) no waiver, reduction or deferral of any particular amounts due thereon; oron the Pooled Mortgage Loan in the subject Mortgage Loan Pair shall be effected prior to the waiver, reduction or deferral of the entire corresponding item in respect of the related B-Note Mortgage Loan, (II) no reduction of the Mortgage Rate (exclusive, if applicable, of any portion thereof that represents a Post-ARD Additional Interest Rate) of the Pooled Mortgage Loan in the subject Mortgage Loan Pair shall be effected prior to the reduction of the Mortgage Rate (exclusive, if applicable, of any portion thereof that represents a Post-ARD Additional Interest Rate) of the related B-Note Mortgage Loan, and (III) no reduction of any Post-ARD Additional Interest Rate applicable to the Pooled Mortgage Loan in the subject Mortgage Loan Pair shall be effected prior to the reduction of any Post-ARD Additional Interest Rate applicable to the related B-Note Mortgage Loan; (iii) otherwise constitute the Special Servicer shall not extend (or, in the case of a "significant Performing Serviced Mortgage Loan, consent to the applicable Master Servicer's extending) the date on which any Balloon Payment is scheduled to be due on any Serviced Mortgage Loan to a date beyond the earliest of (A) two years prior to the Rated Final Distribution Date, (B) if such Serviced Mortgage Loan is secured by a Mortgage solely or primarily on the related Borrower's leasehold interest in the related Mortgaged Property, 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the Ground Lease, ten years) prior to the end of the then current term of the related Ground Lease (plus any unilateral options to extend), and (C) if such Serviced Mortgage Loan is covered by an Environmental Insurance Policy, for more than five years later than such Serviced Mortgage Loan's Stated Maturity Date, unless either (I) the Special Servicer shall have first determined in its reasonable judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, and at the expense of the Borrower, that there are no circumstances or conditions present at the related Mortgaged Property for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations or (II) the Borrower obtains (at its expense) an extension of such policy on the same terms and conditions for a period ending not earlier than five years following the extended maturity date of such Serviced Mortgage Loan; (iv) neither the applicable Master Servicer nor the Special Servicer shall make or permit 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 that would result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool (the Master Servicers and the Special Servicer shall not be liable for decisions made under this subsection which were made in good faith and each of them may rely on Opinions of Counsel in making such decisions); (v) subject to applicable law, the related Mortgage Loan Documents and the Servicing Standard, neither the applicable Master Servicer nor the Special Servicer shall permit any modification, waiver or amendment of any term of any Performing Serviced Mortgage Loan unless all related fees and expenses are paid by the Borrower; (vi) the Special Servicer shall not permit (or, in the case of a Performing Serviced Mortgage Loan, consent to the applicable Master Servicer's permitting) any Borrower to add or substitute any real estate collateral for its Serviced Mortgage Loan unless the Special Servicer shall have first (A) determined in its reasonable judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, at the expense of the related Borrower, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations and (B) received, at the expense of the related Borrower, written confirmation from each Rating Agency that such addition or substitution of collateral will not, in and of itself, result in an Adverse Rating Event with respect to any Class of Rated Certificates; and (vii) the Special Servicer shall not release (or, in the case of a Performing Serviced Mortgage Loan, consent to the applicable Master Servicer's releasing), including in connection with a substitution contemplated by clause (vi) above, any real property collateral securing an outstanding Serviced Mortgage Loan, except as provided in Section 3.09(d), except -192- as specifically required under the related Mortgage Loan Documents or except where a Mortgage Loan (or, in the case of a Cross-Collateralized Group, where such entire Cross-Collateralized Group) is satisfied, or except in the case of a release where (A) the Rating Agencies have been notified in writing, (B) either (1) the use of the collateral to be released will not, in the reasonable judgment of the Special Servicer, materially and adversely affect the net operating income being generated by or the use of the related Mortgaged Property, or (2) there is a corresponding principal pay down of such Mortgage Loan in an amount at least equal to the appraised value of the collateral to be released (or substitute real estate collateral with an appraised value at least equal to that of the collateral to be released, is delivered), (C) the remaining Mortgaged Property (together with any substitute collateral) is, in the reasonable judgment of the Special Servicer, adequate security for the remaining Mortgage Loan and (D) if the collateral to be released has an appraised value in excess of $3,000,000, such release would not, in and of itself, result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the Trustee by each Rating Agency); provided that the limitations, conditions and restrictions set forth in clauses (i) through (vii) above shall not apply to any act or event (including, without limitation, a release, substitution or addition of collateral) in respect of any Serviced Mortgage Loan that either occurs automatically, or results from the exercise of a unilateral option within the meaning of Treasury Regulations Section 1.860G-2(b); unlessregulations section 1.1001-3(c)(2)(iii) by the related Borrower, in either case, (A) any event under the terms of such Mortgage Loan is 90 days in effect on the Closing Date (or, in the case of a Replacement Pooled Mortgage Loan, on the related date of substitution); and provided, further, that, notwithstanding clauses (i) through (vii) above, neither the applicable Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or more past due or (B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect that similar proceeding involving a Borrower under a Serviced Mortgage Loan if, in its reasonable judgment, such modification, waiver, forbearance or amendment opposition would not affect ultimately prevent the REMIC status confirmation of either the Upper-Tier REMIC such plan 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 defaultone substantially similar. (cb) Any If any payment of interest, which interest on a Serviced Pooled Mortgage Loan is deferred pursuant to any modificationSection 3.20(a), waiver, forbearance or amendment permitted hereunder, then such payment of interest shall not, for purposes hereof, including, without limitation, of calculating monthly distributions and reporting information to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Pooled Mortgage Loan, notwithstanding that the terms of such Pooled Mortgage Loan so permit or that such modificationinterest may actually be capitalized; provided, waiver however, that this sentence shall not limit the rights of the applicable Master Servicer or amendment so permitthe Special Servicer on behalf of the Trust to enforce any obligations of the related Borrower under such Pooled Mortgage Loan. (dc) The Each of the applicable Master Servicer and the Special Servicer may, as a condition to its granting any request by a Mortgagor Borrower under a Serviced Mortgage Loan for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the such Master Servicer's or the Special Servicer's, as the case may be, discretion pursuant to the terms of the related Mortgage Loan Documents and is permitted by the terms of this Agreement, require that such Mortgagor Borrower pay to the Servicer, as additional servicing compensation, it a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by it; provided that the Servicer, which amount charging of such fees would not otherwise constitute a "significant modification" of the subject Mortgage Loan pursuant to Treasury regulations section 1.860G-2(b). All such fees collected by the applicable Master Servicer and/or the Special Servicer with respect to any Serviced Mortgage Loan shall be retained by the Servicer allocable between such parties, as additional servicing compensationAdditional Master Servicing Compensation and Additional Special Servicing Compensation, respectively, as provided in Section 3.11. (ed) The All modifications, amendments, material waivers and other material actions entered into or taken in respect of the Serviced Mortgage Loans pursuant to this Section 3.20 (other than waivers of Default Charges for which the consent of the Special Servicer is required under Section 3.02), and all material consents, shall be in writing. Each of the Special Servicer and the applicable Master Servicer shall notify the Trusteeother such party, each Rating Agency, the Certificate Administrator, the Trustee and the Controlling Class Representative and any affected B-Note Holder, in writing, of any material modification, waiver, forbearance amendment or amendment other action entered into or taken thereby in respect of any term of any Serviced Mortgage Loan pursuant to this Section 3.20 (other than waivers of Default Charges for which the consent of the Special Servicer is required under Section 3.02) and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in the related Mortgage FileFile (with a copy to the other such party and any affected B-Note Holder), an original counterpart of the agreement relating to such modification, waiver, forbearance amendment or amendmentother action agreed to or taken by it, promptly (and in any event within ten Business Days) following the execution thereof; provided. In addition, however, that if following the execution of any such modification, waiver, forbearance waiver or amendment is required agreed to by the Special Servicer or the applicable law Master Servicer, as appropriate, pursuant to be recordedSection 3.20(a) above, the Special Servicer (i) or the applicable Master Servicer, as applicable, shall deliver to the Trustee a copy thereof and (ii) shall deliver to other such party, the Certificate Administrator, the Trustee such document, with evidence of notification upon receipt thereof from and the public recording office.Rating Agencies and any affected B-

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, The Master Servicer and the Special Servicer each may agree to any modification, waiver, forbearance, waiver or amendment of any term of, forgive interest 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 it is required to service and administer hereunder, without the consent of the Trustee or or, except as contemplated by clause (ii) below, any Certificateholder. All modifications, waiverssubject, forbearances or amendments however, to each of any Mortgage Loan shall be in writing the following limitations, conditions and shall be consistent with Customary Servicing Procedures.restrictions: (bi) The other than as provided in Sections 3.02 and 3.08, the Master Servicer (in such capacity) 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, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan if such modification, waiver, forbearance, or amendment would: (i) that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (ii) thereunder or, in the Master Servicer's good faith and reasonable judgment, materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or the Special Servicer (iiiin such capacity) otherwise constitute may, however, 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, a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unlessSpecially Serviced Mortgage Loan that would have any such effect, but only if, in either casethe Special Servicer's reasonable and good faith judgment, (A) a material default on such Mortgage Loan has occurred or a default in respect of payment on 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 reasonably foreseeable, and such modification, waiver, forbearance amendment 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 other action is reasonably likely to produce a greater recovery to Certificateholders on a present value basis, than would liquidation. (ii) [Intentionally Omitted.] (iii) neither the Master Servicer nor the Servicer may extend the Stated Maturity Date of any Mortgage Loan beyond the date that is two years prior to the Rated Final Distribution Date; (iv) neither the Master Servicer nor the Special Servicer shall make or permit 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 (A) cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)) result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day of any such REMIC under the REMIC Provisions or (B) cause any Mortgage Loan to cease to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (neither the Master Servicer nor the Special Servicer shall be liable for judgments as regards decisions made under this subsection which were made in good faith and, unless it would constitute bad faith or negligence to do so, each of the Master Servicer and the Special Servicer may rely on opinions of counsel in making such decisions); (v) neither the Master Servicer nor the Special Servicer shall permit any Mortgagor to add or substitute any collateral for an outstanding Mortgage Loan, which collateral constitutes real property, unless the Master Servicer or the Special Servicer, as the case may be, shall have first determined, in its reasonable and good faith judgment, based upon an Environmental Assessment (and such additional environmental testing as the Master Servicer or Special Servicer, as the case may be, deems necessary and appropriate) prepared by an Independent Person who regularly conducts Environmental Assessments (and such additional environmental testing), at the expense of the Mortgagor, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations; and (vi) neither the Master Servicer nor the Special Servicer shall release or substitute any collateral securing an outstanding Mortgage Loan except as provided in Section 3.09(d) and except in the case of a release where (A) the use of the collateral to be released will not, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, materially and adversely affect the Net Operating Income being generated by or the use of the related Mortgaged Property, (B) there is a corresponding principal paydown of such Mortgage Loan in an amount at least equal to, or a delivery of substitute collateral with an appraised value at least equal to, the appraised value of the collateral to be released, (C) the E-150 remaining Mortgaged Property and any substitute collateral is, in the Master Servicer's or Special Servicer's, as the case may be, good faith and reasonable judgment, adequate security for the remaining Mortgage Loan and (D) such release and/or substitution would not result in the downgrade, qualification or withdrawal of the rating then assigned by any Rating Agency to any Class of Certificates (as confirmed in writing by each Rating Agency); provided that (x) the limitations, conditions and restrictions set forth in clauses (i) through (vi) above shall not apply to any modification of any term of any Mortgage Loan or any other acts referenced in this Section 3.20(a) that is required under the terms of such Mortgage Loan in effect on the Closing Date, and (y) notwithstanding clauses (i) through (vi) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Mortgagor if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. Neither the Master Servicer nor the Special Servicer may extend the Maturity Date on any Mortgage Loan except pursuant to this Section 3.20(a) or as otherwise required under the related loan documents. (b) Neither the Master Servicer nor the Special Servicer shall have any liability to the Trust Fund, the Certificateholders or any other Person if its analysis and determination that the modification, waiver, amendment or other action contemplated by Section 3.20 (a) is reasonably likely to produce a greater recovery to Certificateholders on a present value basis than would liquidation. Subject , should prove to Customary Servicing Proceduresbe wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in good faith by the Special Servicer may permit a forbearance for a Mortgage Loan which and the Special Servicer was not negligent in ascertaining the Servicer's judgment is subject to imminent defaultpertinent facts. (c) Any payment of interest, which is deferred pursuant to any modification, waiver, forbearance waiver 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 Master Servicer and, with respect to a Specially Serviced Mortgaged Loan, the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Master Servicer's or the Special Servicer's discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable or customary fee (not to exceed 1.0% of the unpaid principal balance of the related Mortgage Loan) 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 compensationit. (e) The Except for waivers of Penalty Charges and notice periods, all material modifications, waivers and amendments of the Mortgage Loans entered into pursuant to this Section 3.20 shall be in writing (f) Each of the Master Servicer and the Special Servicer shall notify the TrusteeTrustee and such other party, in writing, of any modification, waiver, forbearance waiver or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance waiver or amendment, promptly (and in any event within ten 10 Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21Sections 3.20(b) through 3.20(m) below and further subject to Sections 3.08(b) and 6.11, the Master Servicer may (to the extent provided in Section 3.02(a) and Section 3.20(i) below) and the Special Servicer may, on behalf of the Trustee, agree to any modification, waiver, forbearance, waiver or amendment of any term of any Mortgage Loan (including, subject to Section 3.20(i), the lease reviews and lease consents related thereto) without the consent of the Trustee or any Certificateholder. . (b) All modifications, waivers, forbearances waivers or amendments of any Mortgage Loan (including, subject to Section 3.20(i), the lease reviews and lease consents related thereto) shall be in writing and shall be consistent considered and effected in accordance with Customary the Servicing Procedures. (b) The Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall not agree to enter intomake or permit or consent to, and shall not enter intoas applicable, 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 not otherwise permitted by this Section 3.20 that would constitute a "significant modification" of such Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (c) Except as provided in 3.20(d) and the last sentence of Section 3.02(a), the Special Servicer, on behalf of the Trustee, shall not agree or consent to any modification, waiver, forbearance, waiver or amendment of any term of any Mortgage Loan that would: (i) affect the amount or timing of any related payment of principal, interest or other amount (including Prepayment Premiums or Yield Maintenance Charges, but excluding Penalty Interest and amounts payable as additional servicing compensation) payable thereunder; (ii) affect the obligation of the related Mortgagor to pay a Prepayment Premium or Yield Maintenance Charge or permit a Principal Prepayment during any period in which the related Mortgage Note prohibits Principal Prepayments; (iii) except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(d), result in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as determined by an appraisal by an Independent Appraiser delivered to the Special Servicer at the expense of the related Mortgagor and upon which the Special Servicer may conclusively rely) of the property to be released other than in connection with a taking of all or part of the related Mortgaged Property or REO Property for not less than fair market value by exercise of the power of eminent domain or condemnation or casualty or hazard losses with respect to such Mortgaged Property or REO Property; (iv) if such Mortgage Loan is equal to or in excess of 5% of the then aggregate current principal balances of all Mortgage Loans or $35,000,000 (or with respect to Moody's $25,000,000), or is one of the ten largest Mortgage Loa▇▇ ▇▇ ▇tated Principal Balance as of such date, permit the transfer or transfers of (A) the related Mortgaged Property or any interest therein or (B) equity interests in the borrower or any equity owner of the borrower that would result, in the aggregate during the term of the related Mortgage Loan, in a transfer greater than 49% of the total interest in the borrower and/or any equity owner of the borrower or a transfer of voting control in the borrower or an equity owner of the borrower without the prior written confirmation from each Rating Agency that such changes will not result in the qualification, downgrade or withdrawal to the ratings then assigned to the Certificates; (v) allow any additional lien on the related Mortgaged Property if such Mortgage Loan is equal to or in excess of 2% of the then aggregate current principal balances of the Mortgage Loans or $20,000,000, is one of the ten largest Mortgage Loans by Stated Principal Balance as of such date, or with respect to S&P only, has an aggregate Loan to Value Ratio that is equal to or greater than 85% or has an aggregate Debt Service Coverage Ratio that is less than 1.20x, without the prior written confirmation from each Rating Agency (as applicable) that such change will not result in the qualification, downgrade or withdrawal or the ratings then assigned to the Certificates; or (vi) in the reasonable, good faith judgment of the Special Servicer's judgment, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or. (d) Notwithstanding Section 3.20(c), but subject to the third paragraph of this Section 3.20(d), and the rights of the Controlling Class Representative and the rights (if any) of a Companion Holder pursuant to the related Intercreditor Agreement, the Special Servicer may (i) reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the amount of the Periodic Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate, (iii) otherwise constitute forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a "significant modification" within Specially Serviced Mortgage Loan, (iv) extend the meaning maturity date of Treasury Regulations Section 1.860G-2(b)any Specially Serviced Mortgage Loan, or (v) accept a Principal Prepayment on any Specially Serviced Mortgage Loan during any Lockout Period; unless, in either case, provided that (A) such the related Mortgagor is in default with respect to the Specially Serviced Mortgage Loan or, in the reasonable, good faith judgment of the Special Servicer, such default is 90 days or more past due or reasonably foreseeable, and (B) in the reasonable, good faith judgment of the Special Servicer, such modification would increase the recovery on the Mortgage Loan to Certificateholders on a net present value basis (the relevant discounting of amounts that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate). In the case of every other modification, waiver or consent, the Special Servicer delivers to the Trustee shall determine and may rely on an Opinion of Counsel (which Opinion of Counsel shall be an expense of the Trust Fund to the extent not paid by the related Mortgagor) to the effect that such modification, waiver, forbearance waiver or amendment would not affect both (1) effect an exchange or reissuance of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b) of the Code and (2) cause any of the Component Loan REMIC, REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC status Provisions. In addition, notwithstanding Section 3.20(c), but subject to the third paragraph of either this Section 3.20(d), the Upper-Tier REMIC or Special Servicer may extend the Lower-Tier REMIC anddate on which any Balloon Payment is scheduled to be due in respect of a Specially Serviced Mortgage Loan if the conditions set forth in the proviso to the prior paragraph are satisfied and the Special Servicer has obtained an Appraisal of the related Mortgaged Property, in either caseconnection with such extension, which Appraisal supports the determination of the Special Servicer contemplated by clause (B) of the proviso to the immediately preceding paragraph. In no event will the Special Servicer (i) extend the maturity date of a Mortgage Loan beyond a date that is two years prior to the Rated Final Distribution Date, (ii) reduce the Mortgage Rate of a Mortgage Loan to less than the lesser of (A) the original Mortgage Rate of such modificationMortgage Loan, waiver(B) the highest Pass-Through Rate of any Class of Certificates (other than the Class X Certificates) then outstanding and (C) a rate below the then prevailing interest rate for comparable loans, forbearance or amendment as determined by the Special Servicer, (iii) if the Mortgage Loan is reasonably likely to produce secured by a greater recovery with respect to Ground Lease (and not by the corresponding fee simple interest), extend the maturity date of such Mortgage Loan beyond a date which is less than would liquidation. Subject 20 years prior to Customary Servicing Procedures, the Servicer may permit a forbearance for a expiration of the term of such Ground Lease; (iv) defer interest due on any Mortgage Loan which in excess of 10% of the Stated Principal Balance of such Mortgage Loan or defer the collection of interest on any Mortgage Loan without accruing interest on such deferred interest at a rate at least equal to the Mortgage Rate of such Mortgage Loan. The determination of the Special Servicer contemplated by clause (B) of the proviso to the first paragraph of this Section 3.20(d) shall be evidenced by an Officer's Certificate to such effect delivered to the Trustee and the Master Servicer and describing in reasonable detail the basis for the Special Servicer's judgment is subject determination. The Special Servicer shall append to imminent defaultsuch Officer's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination. (ce) Any payment of interest, which interest that is deferred pursuant to any modification, waiver, forbearance waiver or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or such modification, waiver or amendment so permit. The foregoing shall in no way limit the Special Servicer's ability to charge and collect from the Mortgagor costs otherwise collectible under the terms of the related Mortgage Note and this Agreement together with interest thereon. (df) The Special Servicer or, with respect to clause (i) below, the Master Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Servicer's its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicer, it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request, together with provided such fee would not itself be a "significant modification" pursuant to Treasury Regulations Section 1.1001-3(e)(2) and (ii) any related costs and expenses incurred by it. In no event shall the Servicer, which amount shall Master Servicer or the Special Servicer be retained by entitled to payment for such fees or expenses unless such payment is collected from the Servicer as additional servicing compensationrelated Mortgagor. (eg) The Special Servicer shall notify the Master Servicer, any related Sub-Servicers, the Trustee, the Controlling Class Representative, the Rating Agencies and with respect to any Co-Lender Loan, the related Companion Holder, in writing, of any material modification, waiver, forbearance waiver or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if . Copies of each agreement whereby any such modification, waiver, forbearance waiver or amendment of any term of any Mortgage Loan is effected shall be made available for review upon prior request during normal business hours at the offices of the Special Servicer pursuant to Section 3.15 hereof. (h) The Master Servicer shall not permit defeasance of any Mortgage Loan (x) on or before the earliest date on which defeasance is permitted under the terms of such Mortgage Loan, and (y) to the extent inconsistent with the terms of such Mortgage Loan. Unless and to the extent the Master Servicer is precluded from preventing such defeasance by the related Mortgage Loan documents or otherwise (provided that the Master Servicer shall not allow such defeasance to cause any of the Component Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC, and provided, further, the Master Servicer may rely on an Opinion of Counsel as provided for in (ii) below), the Master Servicer will not permit defeasance of any Mortgage Loan, unless: (i) the defeasance collateral consists of non-callable "Government Securities" within the meaning of the Investment Company Act of 1940, (ii) the Master Servicer has determined that the defeasance will not result in an Adverse REMIC Event (provided that the Master Servicer shall be entitled to rely conclusively on an Opinion of Counsel to that effect), (iii) the Master Servicer has notified the Rating Agencies, (iv) to the extent the defeasance of the Mortgage Loan is required by the then current applicable law Rating Agency criteria to be recordedreviewed by a Rating Agency, such Rating Agency has confirmed that such defeasance will not result in the Servicer qualification, downgrade or withdrawal of the rating then assigned to any Class of Certificates to which a rating has been assigned by such Rating Agency, (provided, that no confirmation from S&P shall be required if the Mortgage Loan being defeased, together with all Mortgage Loans cross-collateralized with such Mortgage Loan, (i) shall deliver to is not one of the Trustee a copy thereof ten (10) largest Mortgage Loans (or cross-collateralized groups of Mortgage Loans) by Stated Principal Balance in the Trust Fund, and (ii) has a Stated Principal Balance at the time of the defeasance that is less than $20,000,000 and less than 5% of the aggregate Stated Principal Balance at the time of the defeasance of the Mortgage Loans and the Master Servicer shall deliver have delivered a Defeasance Certificate substantially in the form of Exhibit O hereto), (v) the Master Servicer has requested and received from the related Mortgagor (A) an Opinion of Counsel generally to the effect that the Trustee will have a perfected, first priority security interest in such defeasance collateral and (B) written confirmation from a firm of Independent accountants stating that payments made on such defeasance collateral in accordance with the terms thereof will be sufficient to pay the subject Mortgage Loan in full on or before its Stated Maturity Date and in accordance with the Periodic Payment (or, in the case of an ARD Loan, on or before its Anticipated Repayment Date) and to timely pay each Periodic Payment scheduled to be due prior thereto but after the defeasance and (vi) a single purpose entity (as defined below) is designated to assume the Mortgage Loan and own the defeasance collateral; provided that, if under the terms of the related Mortgage Loan documents, the related Mortgagor delivers cash to purchase the defeasance collateral rather than the defeasance collateral itself, the Master Servicer shall purchase the U.S. government obligations contemplated by the related Mortgage Loan documents on behalf of the related Mortgagor. Any customary and reasonable out-of-pocket expense incurred by the Master Servicer pursuant to this Section 3.20(h) shall be paid by the Mortgagor of the defeased Mortgage Loan pursuant to the related Mortgage, Mortgage Note or other pertinent document. Notwithstanding the foregoing, if at any time, a court with evidence jurisdiction in the matter shall hold that the related Mortgagor may obtain a release of notification upon receipt the subject Mortgaged Property but is not obligated to deliver the full amount of the defeasance collateral contemplated by the related Mortgage Loan documents (or cash sufficient to purchase such defeasance collateral), then the Master Servicer shall (i) if consistent with the related Mortgage Loan documents, refuse to allow the defeasance of the Mortgage Loan or (ii) if the Master Servicer cannot so refuse and if the related Mortgagor has delivered cash to purchase the defeasance collateral, the Master Servicer shall either (A) buy such defeasance collateral or (B) prepay the Mortgage Loan, in either case, in accordance with the Servicing Standard. For purposes of this paragraph, a "single purpose entity" shall mean a Person, other than an individual, whose organizational documents provide as follows: it is formed solely for the purpose of owning and pledging the Defeasance Collateral related to the Mortgage Loans; it may not engage in any business unrelated to such Defeasance Collateral and the financing thereof; it does not have and may not own any assets other than those related to its interest in the Defeasance Collateral or the financing thereof from and may not incur any indebtedness other than as permitted by the public recording office.relate

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) forgive principal owing under such Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan; (ii) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (iiiii) 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 (iiiiv) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either case, ; (A) such the Mortgagor is in default with respect to the Mortgage Loan is 90 days or more past due or such default is, in the judgment of the Servicer, reasonably foreseeable, and (B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect has reasonably determined that such modification, waiver, forbearance or amendment would not affect is in the REMIC status best interests of either the Upper-Tier REMIC Certificateholders. For the avoidance of doubt, a modification, waiver, forbearance, or amendment shall be deemed to be in the Lower-Tier REMIC and, in either case, best interests of the Certificateholders if the Servicer determines that such modification, waiver, forbearance or amendment is reasonably likely to produce a greater recovery with respect to such increase the proceeds of the related Mortgage Loan than would liquidationover the amount expected to be collected pursuant to foreclosure. 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 servicing compensationServicing 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 compensationServicing Compensation. (ed) The Servicer shall notify the Depositor and the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.214.22, the Servicer Company may agree to any modification, waiver, forbearance, or amendment of any term of any Mortgage Loan without the consent of the Trustee or any CertificateholderPurchaser. All modifications, waivers, forbearances or amendments of any Mortgage Loan shall be in writing and shall be consistent with Customary Accepted Servicing ProceduresPractices. (b) The Servicer Company 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 ServicerCompany'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 constitutes a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either each case, (A) such Mortgage Loan is 90 days or more past due or (B) the Servicer Company delivers to the Trustee Purchaser 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 Trust Estate 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 Accepted Servicing ProceduresPractices, the Servicer Company may permit a forbearance for a Mortgage Loan which which, in the ServicerCompany's judgment 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 Company 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 ServicerCompany's discretion pursuant to the Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the ServicerCompany, 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 ServicerCompany, which amount shall be retained by the Servicer Company as additional servicing compensation. (e) The Servicer Company shall notify the TrusteePurchaser, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee Purchaser (or, at the direction of the TrusteePurchaser, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer Company (i) shall deliver to the Trustee Purchaser a copy thereof and (ii) shall deliver to the Trustee Purchaser such document, with evidence of notification upon receipt thereof from the public recording office. (f) To the extent consistent with the terms of this Agreement, the Company may waive (or permit a Subservicer to waive) a Prepayment Premium only under the following circumstances: (i) such waiver relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Company, maximize recovery of total proceeds taking into account the value of such Prepayment Premium and the related Mortgage Loan, (ii) such waiver is required under state or federal law or (iii) the mortgage debt has been accelerated as a result of the Mortgagor's default in making its Monthly Payments. The Company shall not waive any Prepayment Premium unless it is waived in accordance with this Section 4.22(f). The Company shall pay the amount of any Prepayment Premium (to the extent not collected and remitted to the Purchaser) to the Purchaser or its assignees if (1) the representation in Section 3.02(ggg) is breached and such breach materially and adversely affects the interests of the Purchaser or its assigns or (2) the Company waives any Prepayment Premium other than as permitted under this Section 4.22(f). The Company shall pay the amount of such Prepayment Premium, for the benefit of the Purchaser or any assignee of the Purchaser, by depositing such amount into the Custodial Account at the time that the amount prepaid on the related Mortgage Loan is required to be deposited into the Custodial Account.

Modifications, Waivers, Amendments and Consents. (a) Subject to this Sections 3.20(b) through 3.20(g) below, and further subject to Section 3.213.27, the Master Servicer may and the Special Servicer each may, on behalf of the Trust Fund, agree to any modification, waiver, forbearance, waiver or amendment of any term of any Mortgage Loan that it is then required to service and administer without the consent of the Trustee or any Certificateholder. . (b) All modifications, waivers, forbearances waivers or amendments of any Mortgage Loan shall be in writing and shall be consistent considered and effected in accordance with Customary the Servicing ProceduresStandard. (bc) The Except as provided in Section 3.20(d) below, neither the Master Servicer nor the Special Servicer, on behalf of the Trust Fund, shall not agree or consent 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, waiver or amendment would: (i) affect the amount or timing of any related scheduled payment of principal, interest or other amount (excluding late payment charges, Penalty Interest and any amounts payable to it as additional servicing compensation) payable thereunder;; or (ii) except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(d), result in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as determined by an Appraisal by an Independent MAI-designated appraiser delivered to the Master Servicer or the Special Servicer, as applicable, at the expense of the related Mortgagor and upon which the Master Servicer or the Special Servicer, as applicable, may conclusively rely) of the property, as is, to be released; or (iii) in the judgment of the Master Servicer or the Special Servicer's judgment, as applicable, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or (iiiiv) otherwise constitute a "significant modification" within affect the meaning amount of Treasury Regulations Section 1.860G-2(b)any assumption fee payable under express terms of any Mortgage Loan; unless, or (v) result in either case, (A) an exchange or reissuance of such Mortgage Loan is 90 days under Section 1001 of the Code (or more past due final, temporary or proposed Treasury regulations proposed thereunder). (Bd) Subject to Section 3.20(b) above, and further subject to Section 3.27, the Special Servicer may, on behalf of the Trust Fund, without the consent of the Trustee or any Certificateholder, agree to modify, waive or amend any term of a Specially Serviced Mortgage Loan if, but only if, (i) the Servicer delivers related Mortgagor is in default with respect to the Trustee Mortgage Loan or, in the judgment of the Special Servicer, such default is reasonably foreseeable, (ii) in the sole good faith judgment of the Special Servicer, such modification, waiver or amendment would increase the recovery on such Mortgage Loan to Certificateholders on a present value basis (the relevant discounting of amounts that will be distributable to Certificateholders to be performed at the related Mortgage Rate) and (iii) such modification, waiver or amendment would not cause the Trust Fund to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions (as evidenced by an Opinion of Counsel delivered to the effect that such modificationTrustee by the Special Servicer, waiver, forbearance or amendment would the cost of which shall not affect be an expense of the REMIC status of either the Upper-Tier REMIC Trustee 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 Trust Fund). The determination of the Special Servicer contemplated by clause (ii) of the preceding sentence shall be evidenced by an Officer's Certificate to such effect delivered to the Trustee, the Operating Adviser, the Extension Adviser and the Rating Agencies and describing in reasonable detail the basis for the Special Servicer's determination. Notwithstanding the foregoing, the Special Servicer shall not extend the maturity of any Mortgage Loan than would liquidation. Subject beyond the date that is two years prior to Customary Servicing Procedures, the Servicer may permit a forbearance for a Mortgage Loan which in the Servicer's judgment is subject to imminent defaultRated Final Distribution Date. (ce) Any payment of interest, which interest that is deferred pursuant to any modification, waiver, forbearance waiver 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. (df) The Master Servicer mayor the Special Servicer, as applicable, may as a condition to granting any request by a Mortgagor for consent, modification, waiver, forbearance waiver or amendmentindulgence or any other matter or thing, the granting of which is within the Servicer's its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicerit, as additional servicing compensation, a reasonable or customary fee (not to exceed the lesser of 1.0% of the unpaid principal balance of the Mortgage Loan to be modified and $75,000) 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 compensationit. (eg) The Master Servicer or the Special Servicer, as applicable, shall notify the other, the Operating Adviser, the Extension Adviser and the Trustee, in writing, of any modification, waiver, forbearance waiver or amendment of any term of any Mortgage Loan Loan, the date thereof and the date thereof, amount of any related fees charged the Mortgagor and shall deliver to the Trustee (or, at or the direction of the Trustee, the Custodian) related Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.