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

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement, the Master Servicer (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 (or the Co-Trustee, with respect to The Gas Company Tower Loan), agree to any modification, 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 the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder. (b) All modifications, 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 considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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 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 ▇▇▇▇▇’▇, $25,000,000), 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, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (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 (other than the holders of the Non-Serviced Pari Passu Companion Loans) 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) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions), or (v) 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, waiver or consent, the 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 any of the Four Seasons Resort and Club - Dallas, TX 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 Provisions. 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 of the related Mortgaged Property, in connection 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 Mortgage Loan, (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, as determined by the Special Servicer, (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) 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 and the Master Servicer and describing in reasonable detail the basis for the Special Servicer’s determination. The Special Servicer shall append to such 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. (e) Any payment of interest that is deferred pursuant to any modification, 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 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. (f) 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 or indulgence or any other matter or thing, the granting of which is within 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 it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request; 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 Master Servicer or the Special Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (g) The Special Servicer shall notify the Master Servicer, any related Sub-Servicers, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) 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 or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof. Copies of each agreement whereby any such modification, 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 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 Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; 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 Rating Agency criteria to be reviewed by a Rating Agency, such 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 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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 on or 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 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 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

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement, the The Master Servicer (solely as to the extent provided in Section 3.02(a) and Section 3.20(i) belowPerforming Serviced Loans) and the Special Servicer (as to Specially Serviced Loans) each may, on behalf of consistent with the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan)Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive or defer the payment of any Mortgage Loan interest (including, subject without limitation, Default 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 Serviced Loan it is required to Section 3.20(i), the lease reviews service and lease consents related thereto) administer hereunder without the consent of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder., subject, however, to Section 3.02, Section 3.08, Section 3.21 and Section 3.28 and each of the following limitations, conditions and restrictions: (bi) All modificationsother than as provided in Sections 2.03(b), waivers or amendments of any Mortgage Loan (including3.02, subject to Section 3.20(i3.08 and 3.20(f), the lease reviews and lease consents related thereto) shall be in writing and shall be considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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 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 Serviced Loan, that would: (i) would affect the amount or timing of any related payment of principal, interest or other amount payable under such Serviced Loan or affect the security for such Serviced Loan, unless the Master Servicer has obtained the consent of the Special Servicer (including Prepayment Premiums 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 Yield Maintenance Chargesamendment, but excluding Penalty Interest the Master Servicer's recommendations and amounts payable 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 additional servicing compensation) payable thereundersuch 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) affect Subject to the obligation of the related Mortgagor to pay a Prepayment Premium or Yield Maintenance Charge or permit a Principal Prepayment during any period restrictions on extensions in which the related Mortgage Note prohibits Principal Prepayments; Section 3.20(a)(iv) and (iii) except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(dv), 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 ▇▇▇▇▇’▇, $25,000,000), 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, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (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 (other than the holders of the Non-Serviced Pari Passu Companion Loans) pursuant to the related Intercreditor Agreement, the Special Master Servicer may (i) reduce with 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 consent of the Periodic Payment on any Specially Serviced Mortgage LoanDirecting Certificateholder, including by way of a reduction in the related Mortgage Ratesubject, (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating however, to a Specially Serviced Mortgage Loan, (ivSection 3.21(f)) extend the maturity date of any Specially Serviced Mortgage Loan (and including any Serviced Whole Loan, if applicable) for up to six months (but not more than two such extensions by the Master Servicer may extend shall occur); (iii) other than as provided in Sections 3.02 and 3.08, the maturity date Special Servicer shall not agree to (or, in the case of Mortgage Loans with an original maturity a Performing Serviced Loan, consent to the Master Servicer's agreeing to) any modification, waiver or amendment of five years any term of, or less with take (or, in the approval case of a Performing Serviced Loan, consent to the Master Servicer's taking) any of the Controlling Class for up to two (2other acts referenced in this Section 3.20(a) six-month extensions), or (v) 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 to, any Serviced Loan that would affect the Specially Serviced Mortgage Loan 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 is reasonably foreseeableon such Serviced Loan has occurred or, and (B) in the reasonable, good faith judgment of the Special Servicer, a default in respect of payment on such modification would increase Serviced Loan is reasonably foreseeable, and such modification, waiver, amendment or other action is reasonably likely to produce a greater recovery to the recovery on Certificateholders, or if a Serviced Whole Loan is affected, to the Mortgage Certificateholders and the related Companion Loan to Certificateholders 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; (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, iv) the Special Servicer shall determine and may rely on an Opinion not extend (or, in the case of Counsel (which Opinion of Counsel shall be an expense of the Trust Fund a Performing Serviced Loan, consent to the extent not paid by the related MortgagorMaster Servicer's extending) 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 any of the Four Seasons Resort and Club - Dallas, TX 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 Provisions. 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 on any 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 connection 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 beyond the earliest of (A) two years prior to the Rated Final Distribution DateDate 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 (iior, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the Ground Lease, ten years) reduce prior to the Mortgage Rate 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 Mortgage 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 less than such new collateral relating to the lesser 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 original Mortgage Rate 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 LoanServiced 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 highest Pass-Through Rate of remaining Mortgaged Property (together with any Class of Certificates (other than substitute collateral) is, in the Class IO Certificates) then outstanding 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 rate below release, substitution or addition of collateral) in respect of any Serviced Loan that either occurs automatically, or results from the then prevailing interest rate for comparable loansexercise 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 determined 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, (iii) if as applicable, consistent with the Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee simple interest), extend the maturity date of Servicing Standard. Each such Mortgage Loan beyond a date which is less than 20 years prior to the expiration of the term of such Ground Lease; (iv) 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 's Certificate to such effect to be delivered by the Special Servicer to the Trustee Trustee, the Directing Certificateholder and the Master Servicer and describing in reasonable detail the basis for the Special Servicer’s determinationrelated Companion Loan Holder (if a Serviced Whole Loan is involved). The Special Servicer shall append to include with any such Officer’s 's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determinationthe supporting documentation forming the basis for its conclusion. (ec) Any payment of interest that is deferred pursuant to any modification, waiver 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 modification, waiver Serviced Loan so permit 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 that such interest thereonmay actually be capitalized. (fd) The Master Servicer (as to Performing Serviced Loans) and the Special Servicer or, with respect (as to clause (iSpecially Serviced Loans) below, the Master Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its 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 Serviced Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to it (i) it, 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; provided such fee would not itself be a “significant modification” pursuant to Treasury Regulations Section 1.1001-3(e)(2) and (ii) , together with any related costs and expenses incurred by it; provided that the charging of such fees would not otherwise constitute a "significant modification" of the Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b). In no event shall All such fees collected by the Master Servicer or and/or the Special Servicer shall be entitled to payment for allocable between such fees or expenses unless such payment is collected from the related Mortgagorparties, as Additional Master Servicing Compensation and Additional Special Servicing Compensation, respectively, as provided in Section 3.11. (ge) 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 Master Servicer, any related Sub-Servicersother such party, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) the Controlling Class Representative, the Rating Agencies Directing Certificateholder and with respect to any Co-Lender Loan, the related Companion HolderLoan Holder (if a Serviced Whole Loan is involved), in writing, of any material modification, waiver waiver, amendment or amendment other action entered into or taken in respect of any term of any Mortgage Serviced Loan (including fees charged the Mortgagor) pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee or the 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 waiver, amendment or amendmentother action, promptly (and in any event within ten Business Days) following the execution thereof. Copies In addition, following the execution of each agreement whereby any such modification, 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 agreed to by the Special Servicer pursuant to Section 3.15 hereof3.20(a), 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). (hf) [RESERVED]. (g) The Master Servicer shall not permit defeasance be required to seek the consent of the Special Servicer or any Mortgage Certificateholder or obtain any confirmation of the Certificate ratings or Companion Loan to Securities ratings from 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 Rating Agencies (unless otherwise set forth in the related Mortgage Loan documents Intercreditor Agreement with respect to a Serviced Whole Loan) to approve the following modifications, waivers or otherwise (provided that the Master Servicer shall not allow such defeasance to cause any amendments of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; 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, unlessLoans: (i) the defeasance collateral consists waivers of non-callable “government securities” within the meaning of the Investment Company Act of 1940minor 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) parcels of a Mortgaged Property not given any value in the Master Servicer has determined that underwriting of the defeasance will not result in an Adverse REMIC Event Loan; or (provided that the Master Servicer shall be entitled to rely conclusively on an Opinion C) similar non-material parcels of Counsel to that effect), a Mortgaged Property; (iii) grant, or subordinate the Master Servicer has notified lien of Loans to, easements, rights-of-way or similar agreements that do not materially affect the Rating Agencies, use or value of a Mortgaged Property or the Mortgagor's ability to make any payments with respect to the related Loan; and (iv) to other routine approvals, including the extent the defeasance granting of subordination, non-disturbance and attornment agreements and leasing consents, typically performed by a Master Servicer on a routine basis. (h) In connection with granting an extension of the Mortgage maturity date of any Serviced Loan is required by the then current applicable Rating Agency criteria to be reviewed by a Rating Agency, such 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 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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 Section 3.20(a), 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 (orSpecial Servicer, in the case of an ARD a Specially Serviced Loan, on or before its Anticipated Repayment Date) and to timely pay the Master Servicer, in the case of a Performing Serviced Loan, shall each Periodic Payment scheduled to be due on or 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, cause the related Mortgagor delivers cash to purchase agree, if it has not already done so pursuant to the defeasance collateral rather than existing loan documents, to thereafter deliver to the defeasance collateral itselfSpecial Servicer, the Trustee, the Directing Certificateholder and the related Companion Loan Holder (if a Serviced Whole Loan is involved) audited operating statements on a quarterly basis with respect to the related Mortgaged Property, provided that the Special Servicer or the Master Servicer, as the case may be, may, in its sole discretion, waive the requirement that such statements be audited. (i) If the Master Servicer shall purchase or 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 Special 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 collects a modification fee or other pertinent document. Notwithstanding the foregoing, if at any time, a court modification application fee in connection 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 Mortgage Loan documents (modification 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 pr

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement, the The Master Servicer (solely as to the extent provided in Section 3.02(a) and Section 3.20(i) belowPerforming Loans) and the Special Servicer (as to Specially Serviced Loans) each may, on behalf of consistent with the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan)Servicing Standard, agree to any modification, 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 (including, subject it is required to Section 3.20(i), the lease reviews service and lease consents related thereto) administer hereunder without the consent of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder., subject, however, to Section 3.02, Section 3.08, Section 3.21 and Section 3.28 and each of the following limitations, conditions and restrictions: (bi) All modificationsother than as provided in Sections 2.03(b), waivers or amendments of any Mortgage Loan (including3.02, subject to Section 3.20(i3.08 and 3.20(f), the lease reviews and lease consents related thereto) shall be in writing and shall be considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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 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 Loan, that would: (i) would affect the amount or timing of any related payment of principal, interest or other amount payable under such Loan or affect the security for such Loan, unless the Master Servicer has obtained the consent of the Special Servicer (including Prepayment Premiums 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 Yield Maintenance Chargesamendment, but excluding Penalty Interest the Master Servicer's recommendations and amounts payable as additional servicing compensationanalysis, 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) payable thereunderthe 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 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 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) 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 ▇▇▇▇▇’▇, $25,000,000), 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, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (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 (other than the holders of the Non-Serviced Pari Passu Companion Loans) pursuant to the related Intercreditor Agreement, the Special Master Servicer may (i) reduce with 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 consent of the Periodic Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate, (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (ivDirecting Certificateholder) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity having a term of five years or less with (measured from the approval date of the Controlling Class origination) for up to six months (but not more than two such extensions by the Master Servicer shall occur); (2iii) six-month extensions)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 agreeing to) any modification, waiver or amendment of any term of, or take (vor, in the case of a Performing Loan, consent to the Master Servicer's taking) accept a Principal Prepayment on any Specially Serviced Mortgage Loan during any Lockout Period; provided that (Aof the other acts referenced in this Section 3.20(a) the related Mortgagor is in default with respect to to, any Loan that would affect the Specially Serviced Mortgage Loan 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 Loan, unless a material default is reasonably foreseeableon such Loan has occurred or, and (B) in the reasonable, good faith judgment of the Special Servicer, a default in respect of payment on such modification would increase the Loan is reasonably foreseeable, and such modification, waiver, amendment or other action is reasonably likely to produce a greater recovery on the Mortgage Loan to Certificateholders (as a collective whole) on a net present value basis than would liquidation; (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, iv) the Special Servicer shall determine and may rely on an Opinion not extend (or, in the case of Counsel (which Opinion of Counsel shall be an expense of the Trust Fund a Performing Loan, consent to the extent not paid by the related MortgagorMaster Servicer's extending) 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 any of the Four Seasons Resort and Club - Dallas, TX 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 Provisions. 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 on any 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 connection 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 beyond the earliest of (A)(i) two years prior to the Rated Final Distribution Date, Date with respect to the Non-Partitioned Loans and (ii) reduce and, with respect to the CC Component Mortgage Rate Loan, the SS Component Mortgage Loan and the UH Component Mortgage Loan, five years prior to the related Rated Final Distribution Date, and (B) if such 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, 10 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 Mortgage Loan that would result in an Adverse REMIC Event with respect to any of the Component Mortgage Loan REMIC, REMIC I or REMIC II; (vi) subject to applicable law, the related Mortgage 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 Mortgage Loan unless all related fees and expenses are paid by the related Mortgagor; (vii) with respect to Performing Loans, the Special Servicer shall not permit (or, in the case of a Mortgage Performing Loan, consent to the Master Servicer's permitting) any Mortgagor to add or substitute any real estate collateral for its 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 less than such new collateral relating to the lesser 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 Loan, except as provided in Section 3.09(d), or except where a 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 original Mortgage Rate 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 LoanLoan 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 highest Pass-Through Rate of remaining Mortgaged Property (together with any Class of Certificates (other than substitute collateral) is, in the Class IO Certificates) then outstanding Special Servicer's good faith and reasonable judgment, adequate security for the remaining 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 (viii) above shall not apply to any act or event (including, without limitation, a rate below release, substitution or addition of collateral) in respect of any Loan that either occurs automatically, or results from the then prevailing interest rate for comparable loansexercise 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 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 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 Loan Pair, the related Companion Loan Noteholders (as determined a collective whole) 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 and in the case of a Loan Pair, the related Companion Loan Noteholders (as a collective whole) 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, (iii) if as applicable, consistent with the Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee simple interest), extend the maturity date of Servicing Standard. Each such Mortgage Loan beyond a date which is less than 20 years prior to the expiration of the term of such Ground Lease; (iv) 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 's Certificate to such effect to be delivered by the Special Servicer to the Trustee Trustee, the Directing Certificateholder, the CC Controlling Holder (if the CC Component Mortgage Loan is involved), the SS Controlling Holder (if the SS Component Mortgage Loan is involved), the UH Controlling Holder (if the UH Component Mortgage Loan is involved), the CBA B Noteholder (if the CBA A/B Loan is involved), and the Master 17 State Street B Noteholder (if the 17 State Street A/B Loan is involv▇▇). ▇▇▇ ▇▇▇▇▇▇▇ Servicer and describing in reasonable detail shall inclu▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇h Officer's Certificate the supporting documentation forming the basis for the Special Servicer’s determination. The Special Servicer shall append to such Officer’s Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determinationits conclusion. (ec) Any payment of interest that is deferred pursuant to any modification, waiver 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 modification, waiver Mortgage Loan so permit 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 that such interest thereonmay actually be capitalized. (fd) The Master Servicer (as to Performing Loans) and the Special Servicer or, with respect (as to clause (iSpecially Serviced Loans) below, the Master Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its 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 it (i) it, 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 Mortgage Loan) for the additional services performed in connection with such request; provided such fee would not itself be a “significant modification” pursuant to Treasury Regulations Section 1.1001-3(e)(2) and (ii) , together with any related costs and expenses incurred by it; provided that the charging of such fees would not otherwise constitute a "significant modification" of the Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b). In no event shall All such fees collected by the Master Servicer or and/or the Special Servicer shall be entitled to payment for allocable between such fees or expenses unless such payment is collected from the related Mortgagorparties, as Additional Master Servicing Compensation and Additional Special Servicing Compensation, respectively, as provided in Section 3.11. (ge) The All modifications, waivers, amendments and other actions entered into or taken in respect of the 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 Master Servicer, any related Sub-Servicersother such party, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) the Controlling Class RepresentativeDirecting Certificateholder, the Rating Agencies and with respect to any Co-Lender LoanCC Controlling Holder (if the CC Component Mortgage Loan is involved), the related Companion HolderSS Controlling Holder (if the SS Component Mortgage Loan is involved), in writingthe UH Controlling Holder (if the UH Component Mortgage Loan is involved), the CBA B Noteholder (if the CBA A/B Loan is involved), and the 17 State Street B Noteholder (if the 17 State Street A/B Loan is involv▇▇), ▇▇ ▇▇▇▇▇▇▇, of any material modification, waiver ▇▇▇▇▇▇, ▇▇▇▇▇▇ent or amendment other action entered into or taken in respect of any term of any Mortgage Loan (including fees charged the Mortgagor) pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee or the 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 waiver, amendment or amendmentother action, promptly (and in any event within ten Business Days) following the execution thereof. Copies In addition, following the execution of each agreement whereby any such modification, 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 agreed to by the Special Servicer pursuant to Section 3.15 hereof3.20(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). (hf) 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; 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, 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 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 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 permit defeasance be required to seek the consent of the Special Servicer or any Mortgage Loan Certificateholder or obtain any confirmation of the Certificate ratings from the Rating Agencies unless otherwise set forth in a Co-Lender Agreement with respect to the extent inconsistent with related Co-Lender Agreement to approve 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 following modifications, waivers or otherwise (provided that the Master Servicer shall not allow such defeasance to cause any amendments of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; 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, unlessLoans: (i) the defeasance collateral consists waivers of non-callable “government securities” within the meaning of the Investment Company Act of 1940minor 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 Master Servicer has determined that underwriting of the defeasance will not result in an Adverse REMIC Event Mortgage Loan; or (provided that the Master Servicer shall be entitled to rely conclusively on an Opinion C) similar non-material parcels of Counsel to that effect), a Mortgaged Property; (iii) the Master Servicer has notified the Rating Agencies, (iv) to the extent the defeasance grants of easements or subordinations of the Mortgage Loan is required by the then current applicable Rating Agency criteria to be reviewed by a Rating Agency, such 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 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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 on or 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 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 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 lie

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n3.20(f) below and 3.20(l) below, and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreementSection 6.11, the Special Servicer (or, under the limited circumstances set forth in Section 3.20(c), the Master Servicer (to the extent provided in Section 3.02(aServicer) and Section 3.20(i) below) and the Special Servicer may, on behalf of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan), agree to any modification, extension, waiver or amendment of any term of any Mortgage Loan and respond to various Mortgagor requests for consent on the part of the mortgagee (including, subject to Section 3.20(i), including the lease reviews and lease consents related thereto) ), without the consent of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder, the Master Servicer (in the case of any such action taken by the Special Servicer) or, except as expressly set forth below, the Special Servicer (in the case of any such action taken by the Master Servicer). (b) All modifications, extensions, waivers or amendments of any Mortgage Loan (including, subject to Section 3.20(i), including the lease reviews and lease consents related thereto) shall be in writing and shall be considered and effected in accordance a manner consistent with the Servicing Standard; provided. (c) In the case of any Mortgage Loan other than a Specially Serviced Mortgage Loan, howeverand subject to the rights of the Special Servicer set forth below, that neither the Master Servicer nor shall be responsible for responding to any request by a Mortgagor for the Special Servicerconsent or approval of the mortgagee with respect to a modification, as applicable, shall make or permit or consent to, as applicable, any modificationextension, waiver or amendment of any term of any Mortgage Loan thereof, provided that such consent or approval or such modification, extension, waiver or amendment would not otherwise (except as 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 or amendment of any term of any Mortgage Loan that would: (iSection 3.08(a) and Section 3.20(l) hereof) affect the amount or timing of any related of the payment terms of principal, interest or other amount such Mortgage Loan (including Prepayment Premiums payment terms related to late payment charges), result in the release of the related Mortgagor from any material term thereunder, waive any rights thereunder with respect to any guarantor thereof, relate to the release, addition or Yield Maintenance Chargessubstitution of any material collateral for such Mortgage Loan or relate to any waiver of or granting of consent under a "due-on- 133 sale" or "due-on-encumbrance" clause. With respect to any action proposed to be taken by the Master Servicer under this Section 3.20(c) where the thresholds in clauses (i) through (v) below are exceeded, or which involves the situations set forth in the proviso to the previous sentence, the Special Servicer only may take such action. To the extent consistent with the foregoing, but excluding Penalty Interest subject to Section 3.20(f), the Master Servicer shall also be responsible for the following with respect to the Mortgage Loans (other than Specially Serviced Mortgage Loans): (i) Approving any waiver affecting the timing of receipt of financial statements from any Mortgagor, provided that such financial statements are delivered no less than quarterly and amounts payable as additional servicing compensation) payable thereunderwithin 60 days of the end of the calendar quarter to which such financial statements relate; (ii) affect Approving routine leasing activity with respect to leases for less than the obligation lesser of (A) 50,000 square feet and (B) 20% 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 PrepaymentsMortgaged Property; (iii) except Approving a transfer of equity in a Mortgagor from one current equity holder to another, provided that such transfer of equity does not (A) affect (if applicable) the status of such Mortgagor or such equity holder as expressly contemplated by the related Mortgage or pursuant to Section 3.09(d)a special purpose, bankruptcy-remote entity, (B) result in a release change of control of such Mortgagor, (C) cause the transferee to hold more than 49% of the lien equity in such Mortgagor or (D) relate to a Mortgage Loan that represents 2% or more of the then aggregate principal balance 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 PropertyPool; (iv) if Approving annual budgets for the related Mortgaged Property, provided that no such Mortgage Loan is budget (A) relates to a fiscal year in which an Anticipated Repayment Date occurs, (B) provides for the payment of operating expenses in an amount equal to or in excess of 5more than 110% of the then aggregate current principal balances amounts budgeted therefor for the prior year or (C) provides for the payment of all Mortgage Loans or $35,000,000 any material expenses to any affiliate of the Mortgagor (or, other than with respect to ▇▇▇▇▇’▇, $25,000,000), or is one the payment of the ten largest Mortgage Loans by Stated Principal Balance as management fee to any property manager if such management fee is no more than the management fee in effect on the Cut-off Date); and (v) Approving easements or rights of such date, permit way that do not materially affect the transfer use or transfers value of (A) the related a Mortgaged Property or the Mortgagor's ability to make 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 payments with respect to 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, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (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 (other than the holders of the Non-Serviced Pari Passu Companion Loans) 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) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions), or (v) accept a Principal Prepayment on any Specially Serviced Mortgage Loan during any Lockout Period; provided that (A1) the related Mortgagor is in monetary default or material non-monetary default with respect to the Specially Serviced Mortgage Loan or, in the reasonable, good faith judgment of the Special Master Servicer, such default is reasonably foreseeable, and (2) such Mortgage Loan is not otherwise required to become a Specially Serviced Mortgage Loan hereunder, (B) in the reasonable, good faith judgment of the Special Master Servicer, such modification modification, extension, waiver or amendment would increase the recovery on the Mortgage Loan to Certificateholders (as a collective whole), on a net present value basis (the relevant discounting of amounts anticipated collections that will be distributable to Certificateholders the Certificateholders, to be performed at the related Net Mortgage Rate). In the case of every other , and (C) such modification, waiver or consent, the 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 modificationextension, 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 any of the Four Seasons Resort and Club - Dallas, TX 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 Provisions. 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 of the related Mortgaged Property, in connection 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 Mortgage Loan, (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, as determined by the Special Servicer, (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) 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 and the Master Servicer and describing in reasonable detail the basis for the Special Servicer’s determination. The Special Servicer shall append to such 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. (e) Any payment of interest that is deferred pursuant to any modification, 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 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. (f) 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 or indulgence or any other matter or thing, the granting of which is within 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 it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request; 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 Master Servicer or the Special Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (g) The Special Servicer shall notify the Master Servicer, any related Sub-Servicers, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) 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 or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof. Copies of each agreement whereby any such modification, 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 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 Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; 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 in respect of any REMIC Pool or an Opinion of Counsel to that effect), (iii) the Master Servicer has notified the Rating Agencies, (iv) Adverse Grantor Trust Event with respect to the extent the defeasance of the Mortgage Loan is required by the then current applicable Rating Agency criteria to be reviewed by a Rating Agency, such 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 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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 on or 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 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 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 Grantor Trust.

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n3.20(j) below and further subject to Sections 3.08(b) ), Section 6.11, Section 6.12, Section 6.13 and 6.11 Section 6.14, and further subject to any applicable intercreditor agreement intercreditor, co-lender or similar agreementagreement (including, with respect to an A/B Loan Combination, the related A/B Intercreditor Agreement), the Master Servicer (to the extent provided in Section 3.02(a) and Section 3.20(i3.20(h) below) and the Special Servicer may, on behalf of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan), agree to any modification, waiver or amendment of any term of any Mortgage Serviced Loan (including, subject to Section 3.20(i3.20(h), the lease reviews and lease consents related thereto) without the consent of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder. Neither the 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 the Outside Serviced Mortgage Loan. (b) All modifications, waivers or amendments of any Mortgage Serviced Loan (including, subject to Section 3.20(i3.20(h), the lease reviews and lease consents related thereto) shall be in writing and shall be considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Serviced Loan not otherwise permitted by this Section 3.20 that would constitute a “"significant modification” " of such Mortgage Serviced Loan within the meaning of Treasury Regulations Section 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 the Master Servicer nor the Special Servicer, on behalf of the Trustee, shall not agree or consent to any modification, waiver or amendment of any term of any Mortgage Serviced 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 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) if such Serviced Loan is a Mortgage Loan is that has a Stated Principal Balance, individually or in the aggregate with all other Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on the subject Mortgage Loan, equal to or in excess of 5% of the then aggregate current principal balances of all Mortgage Loans or $35,000,000 (or, or with respect to ▇▇▇▇▇’▇, Moody's $25,000,00020,000,000), 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 Mortgagor or any equity owner of the borrower Mortgagor 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 subject Mortgagor and/or any equity owner of the borrower related Mortgagor or a transfer of voting control in the borrower related Mortgagor or an equity owner of the borrower related Mortgagor 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 Serviced Loan is a Mortgage Loan is that has a Stated Principal Balance, individually or in the aggregate with all other Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on the subject Mortgage Loan, equal to or in excess of 2% (or, in the case of Moody's, 5%) 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 or, with respect to S&P only, has (together with such additional lien) 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 1.20x1.2x, without the prior written confirmation from each applicable Rating Agency (as applicable) that such change will not result in the qualification, downgrade or withdrawal or of the ratings then assigned to the Certificates; or (vi) in the reasonable, good faith judgment of the Special Servicer, otherwise materially impair the security for such Mortgage Serviced Loan or reduce the likelihood of timely payment of amounts due thereon. (d) Notwithstanding Section 3.20(c), but subject to Section 6.11, Section 6.12, Section 6.13, Section 6.14 and the third paragraph of this Section 3.20(d)) and any applicable co-lender, and the rights of the Controlling Class Representative and the rights (if any) of a Companion Holder (other than the holders of the Non-Serviced Pari Passu Companion Loans) pursuant to the intercreditor or similar agreement, including any related A/B 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) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions)Loan, or (v) 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 Serviced 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 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 Serviced Loan under Treasury Regulations Section regulation section 1.860G-2(b) of the Code and (2) cause any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II 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 Provisions. In addition, notwithstanding Section 3.20(c), but subject to Section 6.11, Section 6.12, Section 6.13, Section 6.14, the third paragraph of this Section 3.20(d)) and any applicable co-lender, intercreditor or similar agreement, including any related A/B Intercreditor Agreement, 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 first sentence of the prior paragraph are satisfied and the Special Servicer has obtained an Appraisal of the related Mortgaged Property, in connection with such extension, which Appraisal supports the determination of the Special Servicer contemplated by clause (B) of the proviso to the first sentence of the immediately preceding paragraph. In no event will the Special Servicer (i) extend the maturity date of a Serviced Mortgage Loan beyond a date that is two years prior to the Rated Final Distribution DateDate or, (ii) in connection with any such extension, in no event shall the Special Servicer reduce the Mortgage Rate of a Serviced Mortgage Loan to less than the lesser least of (A) the original Mortgage Rate of such Serviced Mortgage Loan, (B) the highest fixed Pass-Through Rate of any Class of Sequential Pay Certificates (other than the Class IO Certificates) then outstanding and (C) a rate below the then prevailing interest rate for comparable loans, as determined by the Special Servicer, or (iiiii) if the subject Serviced Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee simple interest), extend the maturity date of such Serviced 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; (iv) 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 sentence of the first paragraph of this Section 3.20(d) shall be evidenced by an Officer’s '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 's determination. The Special Servicer shall append to such Officer’s 's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination. (e) Any payment of interest that is deferred pursuant to any modification, 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 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. (f) The Special Servicer or, with respect to clause subsection (ih) below, the Master Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Serviced Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to it it: (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request; , provided that such fee would not itself be a “"significant modification” " pursuant to Treasury Regulations Section regulations section 1.1001-3(e)(2) ); and (ii) any related costs and expenses incurred by it. In no event shall the Master Special Servicer or the Special Master Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (gf) The Special Servicer shall notify the Master Servicer, any related Sub-Servicers, the Trustee, the Co-Trustee Controlling Class Representative (and, with respect to The Gas Company Tower the [ABC] Mortgage Loan) the Controlling Class Representative, the Rating Agencies and Class [XXX] Representative and, with respect to any Co-Lender LoanA/B Loan Combination, and the related Companion HolderNoteholder(s)) and the Rating Agencies, in writing, of any material modification, waiver or amendment of any term of any Serviced Mortgage Loan (including fees charged the related Mortgagor) and the date thereof, and shall deliver to the Custodian (with a copy to the Master Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof. Copies of each agreement whereby any such modification, 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. (hg) The Master Servicer shall not permit defeasance of any Serviced Mortgage Loan to (x) on or before the extent earliest date on which defeasance is permitted under the terms of such Serviced Mortgage Loan, and (y) in a manner that is inconsistent with the terms of such Serviced Mortgage Loan. Unless and except 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 Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; provided, further, the Master Servicer may rely on an Opinion of Counsel as provided for in (ii) below)otherwise, the Master Servicer will not permit defeasance of any Serviced Mortgage Loan, unless: (i) the defeasance collateral consists of non-callable “government securities” "Government Securities" within the meaning of the Investment Company Act of 1940, as amended, (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 subject Serviced Mortgage Loan is required by the then then-current applicable Rating Agency criteria to be reviewed by a Rating Agency, such 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 such Rating AgencyAgency (provided that, (provided that A) no confirmation from S&P shall be required if the subject Serviced Mortgage Loan being defeased, together with all Mortgage Loans cross-collateralized with such Serviced Mortgage Loan, (i) is not one of the 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 then-aggregate Stated Principal Balance at the time of the defeasance of the Mortgage Loans and the Master Servicer shall have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 Serviced 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 Mortgage Loan, on or before its Anticipated Repayment Date) and to timely pay each Periodic Payment scheduled to be due on or prior thereto but after the defeasance and (vi) a single purpose entity (as defined below) is designated to assume the Serviced Mortgage Loan and own the defeasance collateralDefeasance 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 documents. Subsequent to the second anniversary of the Closing Date, to the extent that the Master Servicer may, in accordance with the related MortgagorMortgage Loan documents, require defeasance of any Serviced 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(h3.20(g) shall be paid by the Mortgagor of the defeased Serviced Mortgage Loan pursuant to the related Mortgage, Mortgage Note or other pertinent document. 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 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 doc

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement, the The Master Servicer (solely as to the extent provided in Section 3.02(a) and Section 3.20(i) belowPerforming Loans) and the Special Servicer (as to Specially Serviced Loans) each may, on behalf of consistent with the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan)Servicing Standard, agree to any modification, 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 (including, subject it is required to Section 3.20(i), the lease reviews service and lease consents related thereto) administer hereunder without the consent of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder., subject, however, to Section 3.02, Section 3.08, and Section 3.21 and each of the following limitations, conditions and restrictions: (bi) All modificationsother than as provided in Sections 2.03(b), waivers or amendments of any Mortgage Loan (including3.02, subject to Section 3.20(i3.08 and 3.20(f), the lease reviews and lease consents related thereto) shall be in writing and shall be considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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 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 Loan, that would: (i) would affect the amount or timing of any related payment of principal, interest or other amount payable under such Mortgage Loan or affect the security for such Mortgage Loan, unless the Master Servicer has obtained the consent of the Special Servicer (including Prepayment Premiums 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 Yield Maintenance Chargesamendment, but excluding Penalty Interest the Master Servicer's recommendations and amounts payable 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 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 additional servicing compensation) payable thereundersuch time period may be extended if the Special Servicer is required to seek the consent of the Directing Certificateholder 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) 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 as provided 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 ▇▇▇▇▇’▇, $25,000,000), 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, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (d) Notwithstanding Section 3.20(c), but subject to the third paragraph of this Section 3.20(d), Sections 3.02 and the rights of the Controlling Class Representative and the rights (if any) of a Companion Holder (other than the holders of the Non-Serviced Pari Passu Companion Loans) pursuant to the related Intercreditor Agreement3.08, the Special Servicer may shall not agree to (ior, in the case of a Performing Loan, consent to the Master Servicer's agreeing to) reduce any modification, waiver or amendment of any term of, or take (or, in the amounts owing under case of a Performing Loan, consent to the Master Servicer's taking) any Specially Serviced of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan by forgiving that would affect the amount or timing of any related payment of principal, accrued interest or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the other amount of the Periodic Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate, (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions), or (v) 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 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 is reasonably foreseeableon such Mortgage Loan has occurred or, and (B) in the reasonable, good faith judgment of the Special Servicer, a default in respect of payment on such modification would increase the recovery on the Mortgage Loan is reasonably foreseeable, and such modification, waiver, amendment or other action is reasonably likely to produce a greater recovery to Certificateholders (as a collective whole) on a net present value basis than would liquidation; (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, iii) the Special Servicer shall determine and may rely on an Opinion not extend (or, in the case of Counsel (which Opinion of Counsel shall be an expense of the Trust Fund a Performing Loan, consent to the extent not paid by the related MortgagorMaster Servicer's extending) 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 any of the Four Seasons Resort and Club - Dallas, TX 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 Provisions. 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 on any 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 connection 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 beyond the earliest of (A) 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 Mortgage Loan, Date and (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, as determined by the Special Servicer, (iii) if the such Mortgage 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); (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 REMIC I or REMIC II; (v) subject to applicable law, the related Mortgage Loan documents and not the Servicing Standard, neither the Master Servicer nor the Special Servicer shall permit any modification, waiver or amendment of any term of any Mortgage Loan unless all related fees and expenses are paid by the corresponding fee simple interestrelated Mortgagor; (vi) with respect to Performing Loans, the Special Servicer shall not 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), extend or except where a Mortgage Loan (or, in the maturity date 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 beyond a date which is less than 20 years prior to the expiration of the term of such Ground Lease; (iv) 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 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 Rate 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. The determination , 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 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. (b) Neither the Master Servicer nor the Special Servicer shall have any 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 clause Section 3.20 (Ba) of is reasonably likely to produce a greater recovery to Certificateholders on a net present value basis than would liquidation, should prove to be wrong or incorrect, so long as the proviso to analysis and determination were made on a reasonable basis by the first paragraph of this Section 3.20(d) Special Servicer or the Master Servicer, as applicable, consistent with the Servicing Standard. Each such determination shall be evidenced by an Officer’s 's Certificate to such effect to be delivered by the Special Servicer to the Trustee and the Master Servicer and describing in reasonable detail the basis for the Special Servicer’s determinationDirecting Certificateholder. The Special Servicer shall append to include with any such Officer’s 's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determinationthe supporting documentation forming the basis for its conclusion. (ec) Any payment of interest that is deferred pursuant to any modification, waiver 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 modification, waiver Mortgage Loan so permit 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 that such interest thereonmay actually be capitalized. (fd) The Master Servicer (as to Performing Loans) and the Special Servicer or, with respect (as to clause (iSpecially Serviced Loans) below, the Master Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its 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 it (i) it, 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 Mortgage Loan) for the additional services performed in connection with such request; provided such fee would not itself be a “significant modification” pursuant to Treasury Regulations Section 1.1001-3(e)(2) and (ii) , together with any related costs and expenses incurred by it; provided that the charging of such fees would not otherwise constitute a "significant modification" of the Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b). In no event shall All such fees collected by the Master Servicer or and/or the Special Servicer shall be entitled to payment for allocable between such fees or expenses unless such payment is collected from the related Mortgagorparties, as Additional Master Servicing Compensation and Additional Special Servicing Compensation, respectively, as provided in Section 3.11. (ge) 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 Master Servicer, any related Sub-Servicersother such party, the Trustee, Trustee and the Co-Trustee (with respect to The Gas Company Tower Loan) the Controlling Class Representative, the Rating Agencies and with respect to any Co-Lender Loan, the related Companion HolderDirecting Certificateholder, in writing, of any material modification, waiver waiver, amendment or amendment of any term other action entered into or taken in respect of any Mortgage Loan (including fees charged the Mortgagor) pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee or the 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 waiver, amendment or amendmentother action, promptly (and in any event within ten Business Days) following the execution thereof. Copies In addition, following the execution of each agreement whereby 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; 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, 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 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 ten 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 non-material parcels of a Mortgaged Property; (iii) grants of easements or subordinations of the lien of Mortgage Loans to easements 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 Mortgage Loan; and (iv) other routine approvals, including the granting of subordination, non-disturbance and attornment agreements and leasing consents, typically performed by a Master Servicer on a routine basis; provided that any such modification, waiver or amendment of (w) would not in any way affect a payment term of any the Certificates, (x) would not constitute a "significant modification" of such 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 Treasury Regulations Section 3.15 hereof1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event (y) agreeing to such modification, waiver or amendment would be consistent 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) The Master Servicer shall not permit defeasance In connection with granting an extension of the maturity date of any Mortgage Loan to the extent inconsistent in accordance 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 Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; provided, further, the Master Servicer may rely on an Opinion of Counsel as provided for in (ii) belowSection 3.20(a), 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 Rating Agency criteria to be reviewed by a Rating Agency, such 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 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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 (orSpecial Servicer, in the case of an ARD a Specially Serviced Loan, on or before its Anticipated Repayment Date) and the Master Servicer, in the case of a Performing Loan, shall each cause the related Mortgagor to timely pay each Periodic Payment scheduled to be due on or 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 thatagree, if under it has not already done so pursuant to the terms of the related existing Mortgage Loan documents, to thereafter deliver to the Special Servicer, the Trustee and the Directing Certificateholder audited operating statements on a quarterly basis with respect to the related Mortgagor delivers cash to purchase Mortgaged Property, provided that the defeasance collateral rather than Special Servicer or the defeasance collateral itselfMaster Servicer, as the case may be, may, in its sole discretion, waive the requirement that such statements be audited. (i) If the Master Servicer shall purchase or 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 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 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 Spec

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n3.20(m) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement6.11, the Master Servicer (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 (or the Co-Trustee, with respect to The Gas Company Tower Loan), agree to any modification, 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 the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder. (b) All modifications, 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 considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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 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, or with respect to ▇▇▇▇▇’▇, $25,000,000), 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 5% of such then aggregate current principal balances of the Mortgage Loans if such aggregate current principal balances of the Mortgage Loans is less than $100 million) 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, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (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 (other than the holders of the Non-Serviced Pari Passu Companion Loans) 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) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions)Loan, or (v) accept a Principal Prepayment on any Specially Serviced Mortgage Loan during any Lockout Period; provided 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 (and the Companion Loan Holders, if applicable) 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 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 either (1) effect an exchange or reissuance of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b) of the Code and or (2) cause any either of the Four Seasons Resort and Club - Dallas, TX 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 Provisions. 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 of the related Mortgaged Property, in connection 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 Mortgage Loan, (B) the highest Pass-Through Rate of any Class of Certificates (other than the Class IO X Certificates) then outstanding and (C) a rate below the then prevailing interest rate for comparable loans, as determined by the Special Servicer, (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) 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 and the Master Servicer and describing in reasonable detail the basis for the Special Servicer’s determination. The Special Servicer shall append to such 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. (e) Any payment of interest that is deferred pursuant to any modification, 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 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. (f) 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 or indulgence or any other matter or thing, the granting of which is within 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 it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request; provided , 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 Master Servicer or the Special Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (g) The Special Servicer shall notify the Master Servicer, any related Sub-Servicers, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) 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 or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof. Copies of each agreement whereby any such modification, 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 provided, that the Master Servicer shall not allow such defeasance to cause any either of the Four Seasons Resort and Club - Dallas, TX 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 securitiesGovernment 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 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 Rating Agency criteria to be reviewed by a Rating Agency, such 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 such Rating AgencyAgency (provided, (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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 on or 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 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 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 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

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement, the The Master Servicer (solely as to the extent provided in Section 3.02(a) and Section 3.20(i) belowPerforming Loans) and the Special Servicer (as to Specially Serviced Loans) each may, on behalf of consistent with the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan)Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive or defer the payment of any Mortgage Loan interest (including, subject 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 Loan it is required to Section 3.20(i), the lease reviews service and lease consents related thereto) administer hereunder without the consent of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder., subject, however, to Section 3.02, Section 3.08 and Section 3.21 and each of the following limitations, conditions and restrictions: (bi) All modificationsother than as provided in Sections 2.03(b), waivers or amendments of any Mortgage Loan (including3.02, subject to Section 3.20(i3.08 and 3.20(f), the lease reviews and lease consents related thereto) shall be in writing and shall be considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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 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 Loan, that would: (i) would affect the amount or timing of any related payment of principal, interest or other amount payable under such Loan or affect the security for such Loan, unless the Master Servicer has obtained the consent of the Special Servicer (including Prepayment Premiums 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 Yield Maintenance Chargesamendment, but excluding Penalty Interest the Master Servicer's recommendations and amounts payable 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 additional servicing compensation) payable thereundersuch time period may be extended if the Special Servicer is required to seek the consent of the Directing Certificateholder, the related Companion Loan Holder related to a 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) affect Subject to the obligation of the related Mortgagor to pay a Prepayment Premium or Yield Maintenance Charge or permit a Principal Prepayment during any period restrictions on extensions in which the related Mortgage Note prohibits Principal Prepayments; Section 3.20(a)(iv) and (iii) except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(dv), 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 ▇▇▇▇▇’▇, $25,000,000), 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, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (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 (other than the holders of the Non-Serviced Pari Passu Companion Loans) pursuant to the related Intercreditor Agreement, the Special Master Servicer may (i) reduce with 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 consent of the Periodic Payment on any Specially Serviced Mortgage LoanDirecting Certificateholder, including by way of a reduction in the related Mortgage Ratesubject, (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating however, to a Specially Serviced Mortgage Loan, (ivSection 3.21(f)) extend the maturity date of any Specially Serviced Mortgage Loan (and including any Whole Loan, if applicable) for up to six months (but not more than two such extensions by the Master Servicer may extend shall occur); (iii) other than as provided in Sections 3.02 and 3.08, the maturity date Special Servicer shall not agree to (or, in the case of Mortgage Loans with an original maturity a Performing Loan, consent to the Master Servicer's agreeing to) any modification, waiver or amendment of five years any term of, or less with take (or, in the approval case of a Performing Loan, consent to the Master Servicer's taking) any of the Controlling Class for up to two (2other acts referenced in this Section 3.20(a) six-month extensions), or (v) 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 to, any Loan that would affect the Specially Serviced Mortgage Loan 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 Loan, unless a material default is reasonably foreseeableon such Loan has occurred or, and (B) in the reasonable, good faith judgment of the Special Servicer, a default in respect of payment on such modification would increase Loan is reasonably foreseeable, and such modification, waiver, amendment or other action is reasonably likely to produce a greater recovery to the recovery on Certificateholders, or if a Whole Loan is affected, to the Mortgage Certificateholders and the related Companion Loan to Certificateholders Holder (as a collective whole) on a net present value basis than would liquidation; (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, iv) the Special Servicer shall determine and may rely on an Opinion not extend (or, in the case of Counsel (which Opinion of Counsel shall be an expense of the Trust Fund a Performing Loan, consent to the extent not paid by the related MortgagorMaster Servicer's extending) 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 any of the Four Seasons Resort and Club - Dallas, TX 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 Provisions. 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 on any 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 connection 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 beyond the earliest of (A) five years prior to the Rated Final Distribution Date, and (iiB) reduce if such Loan is secured by a Mortgage solely or primarily on the Mortgage Rate 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 Loan that would result in an Adverse REMIC Event with respect to 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 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 Mortgage Performing Loan, consent to the Master Servicer's permitting) any Mortgagor to add or substitute any real estate collateral for its 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 less than such new collateral relating to the lesser 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), any collateral securing an outstanding Loan, except as provided in Section 3.09(d) or Section 3.26, or except where a 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 original Mortgage Rate 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 LoanLoan 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 highest Pass-Through Rate of remaining Mortgaged Property (together with any Class of Certificates (other than substitute collateral) is, in the Class IO Certificates) then outstanding Special Servicer's good faith and reasonable judgment, adequate security for the remaining 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); (a) shall not apply to any act or event (including, without limitation, a rate below release, substitution or addition of collateral) in respect of any Loan that either occurs automatically, or results from the then prevailing interest rate for comparable loansexercise 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 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 (vii) 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 (vii) 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 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 Whole Loan is affected, to the Certificateholders and the related Companion Loan Holder (as determined a collective whole) 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, (iii) if as applicable, consistent with the Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee simple interest), extend the maturity date of Servicing Standard. Each such Mortgage Loan beyond a date which is less than 20 years prior to the expiration of the term of such Ground Lease; (iv) 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 's Certificate to such effect to be delivered by the Special Servicer to the Trustee Trustee, the Directing Certificateholder and the Master Servicer and describing in reasonable detail the basis for the Special Servicer’s determinationrelated Companion Loan Holder (if a Whole Loan is involved). The Special Servicer shall append to include with any such Officer’s 's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determinationthe supporting documentation forming the basis for its conclusion. (ec) Any payment of interest that is deferred pursuant to any modification, waiver 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 modification, waiver Loan so permit 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 that such interest thereonmay actually be capitalized. (fd) The Master Servicer (as to Performing Loans) and the Special Servicer or, with respect (as to clause (iSpecially Serviced Loans) below, the Master Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its 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 it (i) it, 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 Loan) for the additional services performed in connection with such request; provided such fee would not itself be a “significant modification” pursuant to Treasury Regulations Section 1.1001-3(e)(2) and (ii) , together with any related costs and expenses incurred by it; provided that the charging of such fees would not otherwise constitute a "significant modification" of the Loan pursuant to Treasury Regulations Section 1.860G-2(b). In no event shall All such fees collected by the Master Servicer or and/or the Special Servicer shall be entitled to payment for allocable between such fees or expenses unless such payment is collected from the related Mortgagorparties, as Additional Master Servicing Compensation and Additional Special Servicing Compensation, respectively, as provided in Section 3.11. (ge) The All modifications, waivers, amendments and other actions entered into or taken in respect of the 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 Master Servicer, any related Sub-Servicersother such party, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) the Controlling Class Representative, the Rating Agencies Directing Certificateholder and with respect to any Co-Lender Loan, the related Companion HolderLoan Holder (if a Whole Loan is involved), in writing, of any material modification, waiver waiver, amendment or amendment other action entered into or taken in respect of any term of any Mortgage Loan (including fees charged the Mortgagor) pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee or the 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 waiver, amendment or amendmentother action, promptly (and in any event within ten Business Days) following the execution thereof. Copies In addition, following the execution of each agreement whereby any such modification, 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 agreed to by the Special Servicer pursuant to Section 3.15 hereof3.20(a), 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). (hf) 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 Loan in full together with all payments required by the 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 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 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 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 permit defeasance be required to seek the consent of the Special Servicer or any Mortgage Loan to Certificateholder or obtain any confirmation of the extent inconsistent with Certificate ratings from the terms of such Mortgage Loan. Unless and to the extent the Master Servicer is precluded from preventing such defeasance by Rating Agencies (unless otherwise set forth in the related Mortgage Loan documents Intercreditor Agreement with respect to a Whole Loan) to approve the following modifications, waivers or otherwise (provided that the Master Servicer shall not allow such defeasance to cause any amendments of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; 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, unlessLoans: (i) the defeasance collateral consists waivers of non-callable “government securities” within the meaning of the Investment Company Act of 1940minor 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) parcels of a Mortgaged Property not given any value in the Master Servicer has determined that underwriting of the defeasance will not result in an Adverse REMIC Event Loan; or (provided that the Master Servicer shall be entitled to rely conclusively on an Opinion C) similar non-material parcels of Counsel to that effect), a Mortgaged Property; (iii) grant, or to subordinate the Master Servicer has notified lien of Loans to, easements, rights-of-way or similar agreements that do not materially affect the Rating Agencies, use or value of a Mortgaged Property or the Mortgagor's ability to make any payments with respect to the related Loan; and (iv) to other routine approvals, including the extent the defeasance granting of subordination, non-disturbance and attornment agreements and leasing consents, typically performed by a Master Servicer on a routine basis. (h) In connection with granting an extension of the Mortgage Loan is required by the then current applicable Rating Agency criteria to be reviewed by a Rating Agency, such 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 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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 on or 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 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 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 m

Modifications, Waivers, Amendments and Consents. (a) Subject The Special Servicer (solely as to Sections 3.20(b) through 3.20(n) below and further subject to Sections 3.08(bany Specially Serviced Mortgage Loan) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement, the Master Servicer (solely as to any Performing Serviced Mortgage Loan) each may (consistent with the extent provided in Section 3.02(a) and Section 3.20(i) below) and the Special Servicer may, on behalf of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower LoanServicing Standard), agree to any modification, 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 and Prepayment Premiums 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 (including, and/or provide consents with respect to any leasing activity at a Mortgaged Property securing any Serviced Mortgage Loan; PROVIDED that the Master Servicer's and the Special Servicer's respective rights to do so shall be subject to Section 3.20(iSECTIONS 3.08 and 3.24 of this Agreement and, further, to each of the following limitations, conditions and restrictions: (i) other than as provided in SECTIONS 2.03(B), 3.02, 3.07, 3.08, 3.20(F) and 3.20(G), the lease reviews and lease consents related thereto) without the consent of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder. (b) All modifications, 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 considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, not agree to any modification, waiver waiver, 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 Serviced Mortgage Loan not otherwise permitted by this Section 3.20 Loan, 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 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 under 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 ▇▇▇▇▇’▇, $25,000,000), 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, otherwise materially impair the security for such Mortgage Loan or reduce Loan, unless the likelihood Master Servicer has obtained the consent of timely payment of amounts due thereon. (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 (other than the holders of the Non-Serviced Pari Passu Companion Loans) 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) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (it being understood and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions), or (v) accept a Principal Prepayment on any Specially Serviced Mortgage Loan during any Lockout Period; provided agreed that (A) the related Mortgagor is in default Master Servicer shall promptly provide the Special Servicer with respect (1) notice of any Borrower request for such modification, waiver or amendment, (2) the Master Servicer's recommendations and analysis, and (3) all information reasonably available to the Specially Serviced Mortgage Loan 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 10 Business Days (or, in the reasonablecase of consents relating to leasing activities at Mortgaged Properties securing [Seller No. 2] Mortgage Loans, good faith judgment three 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 by the Special Servicer 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 10 Business Days (or, in the case of consents relating to leasing activities at Mortgaged Properties securing [Seller No. 2] Mortgage Loans, three Business Days) from such notice), such consent shall be deemed to have been granted); (ii) other than as provided in SECTIONS 3.02, 3.07, 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 Master Servicer'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 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 Special Servicer's reasonable judgment, would materially impair the security for such Mortgage Loan, unless a material default on such Mortgage Loan has occurred or, in the Special Servicer's reasonable judgment, a default in respect of payment on such Mortgage Loan is reasonably foreseeable, and (B) in the reasonablesuch modification, good faith judgment of the Special Servicerwaiver, such modification would increase the amendment or other action is reasonably likely to produce a greater recovery on the Mortgage Loan to Certificateholders (as a collective whole) on a net present value basis (the relevant discounting of amounts anticipated collections that will be distributable to Certificateholders to be performed done at the related Net Mortgage Rate). In the case of every other modification, waiver or consent, than would liquidation; (iii) the Special Servicer shall determine and may rely on an Opinion not extend (or, in the case of Counsel (which Opinion of Counsel shall be an expense of the Trust Fund a Performing Serviced Mortgage Loan, consent to the extent not paid by the related MortgagorMaster Servicer's extending) 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 any of the Four Seasons Resort and Club - Dallas, TX 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 Provisions. 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 on any Serviced Mortgage Loan if to a date beyond the conditions set forth in earliest of (A) the proviso to the prior paragraph are satisfied and the Special Servicer has obtained an Appraisal fifth anniversary of the related Mortgaged Propertysuch Mortgage Loan's Stated Maturity Date, in connection 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 Mortgage Loan, (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, as determined by the Special Servicer, (iii) if the such Mortgage Loan is secured by a Ground Lease Mortgage solely or primarily on the related Borrower's leasehold interest in the related Mortgaged Property (and but not by the corresponding fee simple interest), extend 20 years (or, to the maturity date 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 Ground Lease (plus any unilateral options to extend), and (D) if such Mortgage Loan beyond a date which is less than 20 covered by an environmental insurance policy, two years prior to the expiration of the term of such Ground Lease; policy unless 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; (iv) 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 neither 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 nor the Master Servicer and describing in reasonable detail the basis for the Special Servicer’s determination. The Special Servicer shall append to such 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. (e) Any payment of interest that is deferred pursuant to 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; (v) subject to applicable law, the related Mortgage 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 Performing Serviced Mortgage Loan unless all related fees and expenses are paid by the Borrower; (vi) neither the Special Servicer nor the Master Servicer shall permit (and, in the case of a Performing Serviced Mortgage Loan, the Special Servicer shall not consent to the Master Servicer's permitting) any Borrower to add or substitute any real estate collateral for any 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 Borrower, that such additional or substitute real estate collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new real estate 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 such real estate collateral will not, in and of itself, result in an Adverse Rating Event with respect to any Class of Rated Certificates; and (vii) neither the Special Servicer nor the Master Servicer shall release (and, in the case of a Performing Serviced Mortgage Loan, the Special Servicer shall not consent to the 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) or SECTION 3.20(G), or except in connection with a permitted hereunderdefeasance, or except where a Serviced 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 of real property collateral where (A) the Rating Agencies have been notified in writing, (B) either (1) such release will not, in the Special Servicer's reasonable judgment, materially and adversely affect the net operating income being generated by or the then current principal 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 property 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 real property collateral) is, in the Special Servicer's reasonable judgment, adequate security for the remaining Mortgage Loan and (D) if the real property collateral that is being released has an appraised value in excess of $1,500,000, 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 (x) 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 by its terms, or results from the exercise of a unilateral option by the related Borrower within the meaning of Treasury regulation section 1.1001-3(c)(2)(iii), in any event under the terms of such Mortgage Loan in effect on the Closing Date, (y) 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, if in its reasonable judgment, such opposition would not ultimately prevent the confirmation of such plan or one substantially similar, and (z) 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 in order to grant 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 Serviced Mortgage Loan. (b) Neither the Special Servicer nor the Master 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) is reasonably likely to produce a greater recovery to Certificateholders (as collective whole) 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 by the Special Servicer or the Master Servicer, as applicable, and the Special Servicer or the Master Servicer, as the case may be, has acted reasonably and complied with the Servicing Standard in ascertaining the pertinent facts. Each such determination shall be evidenced by a statement to such effect in the Officer's Certificate contemplated by SECTION 3.20(E) to be delivered by the Special Servicer or the Master Servicer, as applicable. (c) Any payment of interest, which is deferred pursuant to SECTION 3.20(A), 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 Serviced Mortgage Loan, notwithstanding that the terms of such modificationMortgage Loan so permit or that such interest may actually be capitalized; PROVIDED, waiver or amendment so permit. The foregoing HOWEVER, that this sentence shall in no way not limit the rights of the Master Servicer or the Special Servicer’s ability Servicer on behalf of the Trust to charge and collect from the Mortgagor costs otherwise collectible under the terms enforce any obligations of the related Borrower under such Mortgage Note and this Agreement together with interest thereonLoan. (fd) The Master Servicer and the Special Servicer or, with respect to clause (i) below, the Master Servicer each may, as a condition to its granting any request by a Mortgagor Borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its the discretion of the Master Servicer or the Special Servicer, as the case may be, pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan Documents and is permitted by the terms of this Agreement, require that such Mortgagor Borrower pay to it (i) as additional servicing compensation, a reasonable or customary fee (which shall in no event exceed 1.0% of the unpaid principal balance of the related Serviced Mortgage Loan) for the additional services performed in connection with such request; provided such fee would not itself be a “significant modification” pursuant to Treasury Regulations Section 1.1001-3(e)(2) and (ii) , together with any related costs and expenses incurred by it. In no event shall All such fees collected by the Master Servicer or the Special Servicer be entitled to payment for such fees shall constitute Additional Special Servicing Compensation or expenses unless such payment is collected from the related MortgagorAdditional Master Servicing Compensation, as applicable, as provided in SECTION 3.11. (ge) 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), and all consents, shall be in writing. The Master Servicer (in the case of a Performing Serviced Mortgage Loan) and the Special Servicer (in the case of a Specially Serviced Mortgage Loan) shall notify the Master Servicerother such party, any related Sub-Servicerseach Rating Agency, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) and 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 waiver, 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 (including fees charged the Mortgagorother than waivers of Default Charges) and the date thereof, and shall deliver to the Custodian Trustee for deposit in the related Mortgage FileFile (with a copy to the other such party), an original counterpart of the agreement relating to (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 such modificationSECTION 3.20(A)(II); PROVIDED that, waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof. Copies of each agreement whereby any if such modification, waiver or amendment involves an extension of the maturity of any term of Serviced Mortgage Loan, such Officer's Certificate shall be delivered to the other such party, the Trustee and the Rating Agencies before the modification, waiver or amendment is agreed to. (f) With respect to any ARD Mortgage Loan that is effected a Performing Serviced Mortgage Loan, after its Anticipated Repayment Date, the Master Servicer shall be made available for review upon prior request during normal business hours at permitted, with the offices consent of the Special Servicer pursuant (which consent shall be granted or withheld in a manner consistent with the Servicing Standard), to Section 3.15 hereof. waive (hsuch waiver to be in writing addressed to the related Borrower, with a copy to the Trustee) The Master Servicer shall not permit defeasance all or any portion of any the accrued Post-ARD Additional Interest in respect of such ARD Mortgage Loan if, prior to the extent inconsistent related maturity date, the related Borrower has requested the right to prepay such ARD Mortgage Loan in full, together with the terms of such Mortgage Loan. Unless and to the extent the Master Servicer is precluded from preventing such defeasance all payments required by the related Mortgage Loan documents or otherwise (provided Documents in connection with such prepayment, except for such accrued Post-ARD Additional Interest, PROVIDED that the Master Servicer shall not allow such defeasance to cause any has determined, in its reasonable judgment, that the waiver of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder Trust's right to fail to qualify as a REMIC; 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 nonreceive such accrued Post-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 ARD Additional Interest is required by the then current applicable Rating Agency criteria to be reviewed by a Rating Agency, such 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 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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 on or 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 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 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 . (g) Notwithstanding anything in this SECTION 3.20 or SECTION 3.24 to the contrary, 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 in order to approve the following modifications, waivers or amendments of the Serviced Mortgage Loans (but, in the case of the actions described in CLAUSES (II) and (III) of this paragraphsentence, a “single purpose entity” shall mean a Person, other notify the Controlling Class Representative thereof): (i) waivers of minor covenant defaults (ot

Modifications, Waivers, Amendments and Consents. (a) Subject The Special Servicer (solely as to Sections 3.20(ba Specially Serviced Mortgage Loan for which it acts as Special Servicer) through 3.20(n) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement, the Master Servicer (solely as to a Performing Mortgage Loan for which it acts as Master Servicer) may (consistent with the extent provided in Section 3.02(aServicing Standard) and Section 3.20(i) below) and the Special Servicer may, on behalf of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan), agree to any modification, 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, subject, however, to Sections 3.08 and 3.24 (and, in the case of any Mortgage A Loan (includingor B Loan, subject to Section 3.20(ithe terms of the related A/B Intercreditor Agreement) and, further to each of the following limitations, conditions and restrictions: (i) other than as provided in Sections 2.03(b), 3.02, 3.08, 3.20(f) and 3.20(g), the lease reviews and lease consents related thereto) without the consent of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder. (b) All modifications, 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 considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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 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 Loan, that would: (i) would affect the amount or timing of any related payment of principal, interest or other amount payable under such Mortgage Loan or affect the security for such Mortgage Loan, unless such Master Servicer has obtained the consent of the Special Servicer (including Prepayment Premiums it being understood and agreed that (A) such Master Servicer shall promptly provide the Special Servicer with notice of any Borrower request for such modification, waiver or Yield Maintenance Chargesamendment, but excluding Penalty Interest such Master Servicer's recommendations and amounts payable as additional servicing compensationanalysis, and with all information reasonably available to such Master Servicer that the Special Servicer may reasonably request in order to withhold or grant any such consent, (B) payable thereunderthe 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 such Master Servicer of such Master Servicer's recommendations and analysis and all information reasonably requested thereby and reasonably available to such Master Servicer in order to make an informed decision (or, if the Special Servicer did not request any information, within 15 Business Days from such notice), such consent shall be deemed to have been granted); (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 as provided 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 ▇▇▇▇▇’▇, $25,000,000), 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, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (d) Notwithstanding Section 3.20(c), but subject to the third paragraph of this Section 3.20(d), Sections 3.02 and the rights of the Controlling Class Representative and the rights (if any) of a Companion Holder (other than the holders of the Non-Serviced Pari Passu Companion Loans) pursuant to the related Intercreditor Agreement3.08, the Special Servicer may shall not agree to (i) reduce or, in 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 case of the Periodic Payment on any Specially Serviced a Performing Mortgage Loan, including by way consent to the Master Servicer's agreeing to) any modification, waiver or amendment of any term of, or take (or, in the case of a reduction in the related Mortgage Rate, (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Performing Mortgage Loan, (ivconsent to the Master Servicer's taking) extend any of the maturity date other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan that would affect the amount or timing of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date related payment of Mortgage Loans with an original maturity of five years principal, interest or less with the approval of the Controlling Class for up to two (2) six-month extensions), or (v) 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 other amount payable thereunder or, in the reasonable, good faith judgment of the such 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 such Special Servicer, a default in respect of payment on such Mortgage Loan is reasonably foreseeable, and (B) in the reasonablesuch modification, good faith judgment of the Special Servicerwaiver, such modification would increase the amendment or other action is reasonably likely to produce a greater recovery on the Mortgage Loan to Certificateholders (as a collective whole) on a net present value basis (the relevant discounting of amounts anticipated collections that will be distributable to Certificateholders to be performed done at the related Net Mortgage Rate). In the case of every other modification, waiver or consent, than would liquidation; (iii) the Special Servicer shall determine and may rely on an Opinion not extend (or, in the case of Counsel (which Opinion of Counsel shall be an expense of the Trust Fund a Performing Mortgage Loan, consent to the extent not paid by the related MortgagorMaster Servicer's extending) 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 any of the Four Seasons Resort and Club - Dallas, TX 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 Provisions. 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 on any Mortgage Loan if to a date beyond the conditions set forth in earliest of (A) the proviso to the prior paragraph are satisfied and the Special Servicer has obtained an Appraisal fifth anniversary of the related Mortgaged Propertysuch Mortgage Loan's Stated Maturity Date, in connection 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 three 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 Mortgage Loan, (B) the highest Pass-Through Rate of Date for any Class of Certificates (other than the Class IO Rated Certificates) then outstanding and , (C) a rate below the then prevailing interest rate for comparable loans, as determined by the Special Servicer, (iii) if the 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, 10 years) prior to the end of the then current term of the related Ground Lease (and not by the corresponding fee simple interestplus any unilateral options to extend), extend the maturity date of and (D) if such Mortgage Loan beyond a date which is less than 20 covered by an environmental insurance policy, two years prior to the expiration of the term of such Ground Lease; policy unless 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; (iv) defer interest due on any Mortgage Loan in excess of 10% of neither 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 Master Servicer nor 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 determination. The Special Servicer shall append to such 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. (e) Any payment of interest that is deferred pursuant to make or permit any modification, waiver or amendment permitted hereunderof 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 Trust REMIC or an Adverse Grantor Trust Event with respect to the Grantor Trust; (v) subject to applicable law, the related Mortgage 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 Performing 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 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 such 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 Mortgage Loan, consent to the Master Servicer's releasing), including in connection with a substitution contemplated by clause (vi) above, any real property 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 reasonable judgment of such 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), (B) with respect to Performing Loans, the remaining Mortgaged Property (together with any substitute collateral) is, in such Special Servicer's reasonable judgment, adequate security for the remaining Mortgage Loan and (C) with respect to Performing 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); 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 Borrower 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); 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 if, in its reasonable 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 in order to grant easements 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. (b) Neither of the Special Servicer nor of the Master Servicer shall have any 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 by such Special Servicer or such Master Servicer and consistent with the Servicing Standard. (c) Any payment of interest, which is deferred pursuant to Section 3.20(a), 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 Mortgage Loan, notwithstanding that the terms of such modificationMortgage Loan so permit or that such interest may actually be capitalized; provided, waiver or amendment so permit. The foregoing however, that this sentence shall in no way not limit the rights of the Master Servicer or the Special Servicer’s ability Servicer on behalf of the Trust to charge and collect from the Mortgagor costs otherwise collectible under the terms enforce any obligations of the related Borrower under such Mortgage Note and this Agreement together with interest thereonLoan. (fd) The Master Servicer and the Special Servicer or, with respect to clause (i) below, the Master Servicer may, as a condition to its granting any request by a Mortgagor Borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its such Master Servicer's or such Special Servicer's, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan Documents and is permitted by the terms of this Agreement, require that such Mortgagor Borrower pay to it (i) as additional servicing compensation, a reasonable or customary fee (which shall in no event exceed 1.0% of the unpaid principal balance of the related Mortgage Loan) for the additional services performed in connection with such request; provided such fee would not itself be a “significant modification” pursuant to Treasury Regulations Section 1.1001-3(e)(2) and (ii) , together with any related costs and expenses incurred by it; provided that the charging of such fee would not constitute a "significant modification" of such Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). In no event shall All such fees collected by the Master Servicer or and/or the Special Servicer with respect to any Mortgage Loan shall be entitled to payment for allocable between such fees or expenses unless such payment is collected from the related Mortgagorparties, as Additional Master Servicing Compensation and Additional Special Servicing Compensation, respectively, as provided in Section 3.11. (ge) 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) shall be in writing. The Special Servicer and the Master Servicer shall notify the Master Servicerother such applicable party, any related Sub-Servicerseach Rating Agency, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) and 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 waiver, 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 (including fees charged the Mortgagorother than waivers of Default Charges) and the date thereof, and shall deliver to the Trustee or the 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 waiver, amendment or amendmentother action, promptly (and in any event within ten Business Days) following the execution thereof. Copies In addition, following the execution of each agreement whereby any modification, waiver or amendment agreed to by the Special Servicer, or by the Master Servicer with any required consent of the Special Servicer, pursuant to Section 3.20(a) above, the Special Servicer or the Master Servicer, as applicable, shall deliver to the other such party, the Trustee and the Rating Agencies 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 any term the maturity of any Mortgage Loan is effected Loan, such Officer's Certificate shall be made available for review upon prior request during normal business hours at so delivered before the offices of the Special Servicer pursuant to Section 3.15 hereof. (h) modification, waiver or amendment is agreed to. The Master Servicer shall not permit defeasance notify the B Loan Holder of any modification of the monthly payments of the related Loan, and such monthly payments shall be allocated in accordance with the related A/B Intercreditor Agreements. (f) With respect to any ARD Mortgage Loan to the extent inconsistent with the terms of such Mortgage Loan. Unless and to the extent after its Anticipated Repayment Date, the Master Servicer shall be permitted, with the consent of the Controlling Class Representative, to waive (such waiver to be in writing addressed to the related Borrower, with a copy to the Trustee) all or any portion of the accrued Post-ARD Additional Interest in respect of such ARD Mortgage Loan if (i) such ARD Mortgage Loan is precluded from preventing a Performing Mortgage Loan, (ii) the related Borrower has requested the right to prepay such defeasance ARD Mortgage Loan in full together with all payments required by the related Mortgage Loan documents or otherwise (provided that the Master Servicer shall not allow Documents in connection with such defeasance to cause any of the Four Seasons Resort prepayment except for such accrued Post-ARD Additional Interest, and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; 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 Rating Agency criteria to be reviewed by a Rating Agency, such 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 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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 (ordetermined, in the case of an its reasonable judgment, that waiving such Post-ARD Loan, on or before its Anticipated Repayment Date) and to timely pay each Periodic Payment scheduled to be due on or prior thereto but after the defeasance and (vi) a single purpose entity (as defined below) Additional Interest 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 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 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 The Master Servicer shall 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. (g) Notwithstanding anything in this paragraphSection 3.20 or in Section 3.08 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 confirmation of the Certificate ratings from the Rating Agencies in order to approve the following modifications, waivers or amendments of the Mortgage Loans for which it acts as Master Servicer: (i) waivers of minor covenant defaults (other than financial covenants), including late financial statements; (ii) waiver of Default Charges, in accordance with Section 3.02; (iii) releases of parcels of a “single purpose entity” shall mean a Person, other Mortgaged Property (provided that any such releases are releases as to which the related Mortgage Loan Documents expr

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement, the The Master Servicer (solely as to the extent provided in Section 3.02(a) and Section 3.20(i) belowPerforming Serviced Loans) and the Special Servicer (as to Specially Serviced Loans) each may, on behalf of consistent with the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan)Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive or defer the payment of any Mortgage Loan interest (including, subject 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 Serviced Loan it is required to Section 3.20(i), the lease reviews service and lease consents related thereto) administer hereunder without the consent of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder., subject, however, to Section 3.02, Section 3.08, Section 3.21 and Section 3.28 and each of the following limitations, conditions and restrictions: (bi) All modificationsother than as provided in Sections 2.03(b), waivers or amendments of any Mortgage Loan (including3.02, subject to Section 3.20(i3.08 and 3.20(g), the lease reviews and lease consents related thereto) shall be in writing and shall be considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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 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 Serviced Loan, that would: (i) would affect the amount or timing of any related payment of principal, interest or other amount payable under such Serviced Loan or affect the security for such Serviced Loan, unless the Master Servicer has obtained the consent of the Special Servicer (including Prepayment Premiums 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 Yield Maintenance Chargesamendment, but excluding Penalty Interest the Master Servicer's recommendations and amounts payable 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 additional servicing compensation) payable thereundersuch 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 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) affect Subject to the obligation of the related Mortgagor to pay a Prepayment Premium or Yield Maintenance Charge or permit a Principal Prepayment during any period restrictions on extensions in which the related Mortgage Note prohibits Principal Prepayments; (iii) except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(d3.20(a)(iv), 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 ▇▇▇▇▇’▇, $25,000,000), 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, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (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 (other than the holders of the Non-Serviced Pari Passu Companion Loans) pursuant to the related Intercreditor Agreement, the Special Master Servicer may (i) reduce with 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 consent of the Periodic Payment on any Specially Serviced Mortgage LoanDirecting Certificateholder, including by way of a reduction in the related Mortgage Ratesubject, (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating however, to a Specially Serviced Mortgage Loan, (ivSection 3.21(f)) extend the maturity date of any Specially Serviced Mortgage Loan (and including any Whole Loan, if applicable for up to six months (but not more than two such extensions by the Master Servicer may extend shall occur); (iii) other than as provided in Sections 3.02 and 3.08, the maturity date Special Servicer shall not agree to (or, in the case of Mortgage Loans with an original maturity a Performing Serviced Loan, consent to the Master Servicer's agreeing to) any modification, waiver or amendment of five years any term of, or less with take (or, in the approval case of a Performing Serviced Loan, consent to the Master Servicer's taking) any of the Controlling Class for up to two (2other acts referenced in this Section 3.20(a) six-month extensions), or (v) 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 to, any Serviced Loan that would affect the Specially Serviced Mortgage Loan 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 is reasonably foreseeableon such Serviced Loan has occurred or, and (B) in the reasonable, good faith judgment of the Special Servicer, a default in respect of payment on such modification would increase Serviced Loan is reasonably foreseeable, and such modification, waiver, amendment or other action is reasonably likely to produce a greater recovery to the recovery on Certificateholders, or if a Serviced Whole Loan is affected, to the Mortgage Certificateholders and the related Companion Loan to Certificateholders 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 relevant discounting of amounts that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate). In Special Servicer shall not extend (or, in the case of every other 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 consentamendment 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) 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 (vii) 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 (vii) of this Section 3.20(a), neither the Master Servicer nor the Special Servicer shall be required to obtain any confirmation of the Certificate Companion Loan Securities 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 shall determine (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 as to which default is not reasonably foreseeable if it consults with counsel (and may rely on if it is determined by the Special Servicer to be necessary, provides the Trustee with an Opinion of Counsel (which Opinion of Counsel shall be an at the expense of the Trust Fund 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 the extent not be paid by the related MortgagorMaster Servicer as a Servicing Advance)) to obtain advice regarding whether the effect that such modificationcontemplated waiver, waiver modification or amendment would (i) will not both (1) effect an exchange or reissuance be a "significant modification" of the Mortgage Loan under within the meaning of Treasury Regulations Section 1.860G-2(b) of the Code ), and (2ii) will not cause any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, (x) REMIC I or REMIC II to fail to qualify as a REMIC under for purposes of the Code Code, or result in the imposition of (ii) REMIC I or REMIC II to be subject to any tax on “prohibited transactions” or “contributions” after the Startup Day under the REMIC Provisions. In addition, notwithstanding Section 3.20(c), but subject to . (b) Neither the third paragraph of this Section 3.20(d), Master Servicer nor the Special Servicer may extend shall have any liability to the date Trust, the Certificateholders and in the case of a 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 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 which any Balloon Payment is scheduled a net present value basis than would liquidation, should prove to be due in respect of wrong or incorrect, so long as the analysis and determination were made on a Specially Serviced Mortgage Loan if the conditions set forth in the proviso to the prior paragraph are satisfied and reasonable basis by the Special Servicer has obtained an Appraisal of or the related Mortgaged Property, in connection 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 Mortgage Loan, (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 loansMaster Servicer, as determined by applicable, consistent with the Special Servicer, (iii) if the Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee simple interest), extend the maturity date of Servicing Standard. Each such Mortgage Loan beyond a date which is less than 20 years prior to the expiration of the term of such Ground Lease; (iv) 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 's Certificate to such effect to be delivered by the Special Servicer to the Trustee Trustee, the Directing Certificateholder and the Master Servicer and describing in reasonable detail the basis for the Special Servicer’s determinationrelated Companion Loan Holder (if a Whole Loan is involved). The Special Servicer shall append to include with any such Officer’s 's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determinationthe supporting documentation forming the basis for its conclusion. (ec) Any payment of interest that is deferred pursuant to any modification, waiver 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 modification, waiver Serviced Loan so permit 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 that such interest thereonmay actually be capitalized. (fd) The Master Servicer (as to Performing Serviced Loans) and the Special Servicer or, with respect (as to clause (iSpecially Serviced Loans) below, the Master Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its 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 Serviced Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to it (i) it, 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; provided such fee would not itself be a “significant modification” pursuant to Treasury Regulations Section 1.1001-3(e)(2) and (ii) , together with any related costs and expenses incurred by it; provided that the charging of such fees would not otherwise constitute a "significant modification" of the Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b). In no event shall All such fees collected by the Master Servicer or and/or the Special Servicer shall be entitled to payment for allocable between such fees or expenses unless such payment is collected from the related Mortgagorparties, as Additional Master Servicing Compensation and Additional Special Servicing Compensation, respectively, as provided in Section 3.11. (ge) 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 Master Servicer, any related Sub-Servicersother such party, the Trustee, Trustee and the Co-Trustee (with respect to The Gas Company Tower Loan) the Controlling Class Representative, the Rating Agencies Directing Certificateholder and with respect to any Co-Lender Loan, the related Companion HolderLoan Holder (if a Whole Loan is involved), in writing, of any material modification, waiver waiver, amendment or amendment other action entered into or taken in respect of any term of any Mortgage Serviced Loan (including fees charged the Mortgagor) pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee or the 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 waiver, amendment or amendmentother action, promptly (and in any event within ten Business Days) following the execution thereof. Copies In addition, following the execution of each agreement whereby any such modification, 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 agreed to by the Special Servicer pursuant to Section 3.15 hereof3.20(a), 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). (hf) The Master Servicer shall not permit defeasance of With respect to any Mortgage ARD Loan 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 Four Seasons Resort and Club - Dallasafter its Anticipated Repayment Date, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; 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 permitted to rely conclusively on an Opinion of Counsel to that effect)waive all or any accrued Excess Interest if, (iii) the Master Servicer has notified the Rating Agencies, (iv) prior to the extent related maturity date, the defeasance of related Mortgagor has requested the Mortgage right to prepay the Loan is in full together with all payments required by the then current applicable Rating Agency criteria to be reviewed by Serviced Loan in connection with such prepayment except for all or a Rating Agency, such Rating Agency has confirmed that such defeasance will not result in the qualification, downgrade or withdrawal portion of the rating then assigned to any Class of Certificates to which a rating has been assigned by such Rating Agency, (accrued Excess Interest; provided that no confirmation from S&P 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 required if the Mortgage Loan being defeased, together with all Mortgage Loans cross-collateralized with effective until such Mortgage Loan, (i) payment is not one of the 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 tendered. The Master Servicer shall have delivered a Defeasance Certificate substantially in the form of Exhibit N hereto), (v) the Master Servicer has requested and received from the related Mortgagor (A) an Opinion of Counsel generally no liability to the effect that Trust, the Trustee will have a perfected, first priority security interest in Certificateholders or any other person so long as such defeasance collateral and (B) written confirmation from a firm of Independent accountants stating that payments made determination is based on such defeasance collateral criteria. Notwithstanding anything contained in accordance with this Agreement to 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 on or 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 itselfforegoing, 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 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 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 S

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement, the The Master Servicer (solely as to Performing Loans (other than the extent provided in Section 3.02(a) and Section 3.20(i) belowFashion Show Mall Mortgage Loan)) and the Special Servicer (as to Specially Serviced Loans (other than the Fashion Show Mall Mortgage Loan)) each may, on behalf of consistent with the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan)Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive or defer the payment of any Mortgage Loan interest (including, subject 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 Loan it is required to Section 3.20(i), the lease reviews service and lease consents related thereto) administer hereunder without the consent of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder., subject, however, to Section 3.02, Section 3.08, Section 3.21 and Section 3.28 and each of the following limitations, conditions and restrictions: (bi) All modificationsother than as provided in Sections 2.03(b), waivers or amendments of any Mortgage Loan (including3.02, subject to Section 3.20(i3.08 and 3.20(f), the lease reviews and lease consents related thereto) shall be in writing and shall be considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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 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 Loan, that would: (i) would affect the amount or timing of any related payment of principal, interest or other amount payable under such Loan or affect the security for such Loan, unless the Master Servicer has obtained the consent of the Special Servicer (including Prepayment Premiums 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 Yield Maintenance Chargesamendment, but excluding Penalty Interest the Master Servicer's recommendations and amounts payable 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 additional servicing compensation) payable thereundersuch 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) affect Subject to the obligation of the related Mortgagor to pay a Prepayment Premium or Yield Maintenance Charge or permit a Principal Prepayment during any period restrictions on extensions in which the related Mortgage Note prohibits Principal Prepayments; (iii) except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(d3.20(a)(iv), 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 ▇▇▇▇▇’▇, $25,000,000), 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, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (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 (other than the holders of the Non-Serviced Pari Passu Companion Loans) pursuant to the related Intercreditor Agreement, the Special Master Servicer may (i) reduce with 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 consent of the Periodic Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate, (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (ivDirecting Certificateholder) extend the maturity date of any Specially Serviced Mortgage Loan (and including any A/B Whole Loan, if applicable) for up to six months (but not more than two such extensions by the Master Servicer may extend shall occur); (iii) other than as provided in Sections 3.02 and 3.08, the maturity date Special Servicer shall not agree to (or, in the case of Mortgage Loans with an original maturity a Performing Loan, consent to the Master Servicer's agreeing to) any modification, waiver or amendment of five years any term of, or less with take (or, in the approval case of a Performing Loan, consent to the Master Servicer's taking) any of the Controlling Class for up to two (2other acts referenced in this Section 3.20(a) six-month extensions), or (v) 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 to, any Loan that would affect the Specially Serviced Mortgage Loan 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 Loan, unless a material default is reasonably foreseeableon such Loan has occurred or, and (B) in the reasonable, good faith judgment of the Special Servicer, a default in respect of payment on such modification would increase Loan is reasonably foreseeable, and such modification, waiver, amendment or other action is reasonably likely to produce a greater recovery to the recovery on Certificateholders (taking into account the Mortgage subordination of the CP Subordinate Component), or if a Whole Loan is affected, to the Certificateholders and the related Companion Loan Noteholders (as a collective whole taking into account the subordination of the CP Subordinate Component, the Mission City Corporate Center B Note and the Regents Square I & II B Note, as applicable) on a net present value basis than would liquidation; (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, iv) the Special Servicer shall determine and may rely on an Opinion not extend (or, in the case of Counsel (which Opinion of Counsel shall be an expense of the Trust Fund a Performing Loan, consent to the extent not paid by the related MortgagorMaster Servicer's extending) 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 any of the Four Seasons Resort and Club - Dallas, TX 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 Provisions. 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 on any 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 connection 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 beyond the earliest of (A) five years prior to the Rated Final Distribution Date, and (iiB) reduce if such 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 Loan that would result in an Adverse REMIC Event with respect to any of the Component Mortgage Rate 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 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 Mortgage Performing Loan, consent to the Master Servicer's permitting) any Mortgagor to add or substitute any real estate collateral for its 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 less than such new collateral relating to the lesser 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 Loan, except as provided in Section 3.09(d), or except where a 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 original Mortgage Rate 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 LoanLoan 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 highest Pass-Through Rate of remaining Mortgaged Property (together with any Class of Certificates (other than substitute collateral) is, in the Class IO Certificates) then outstanding Special Servicer's good faith and reasonable judgment, adequate security for the remaining 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 rate below release, substitution or addition of collateral) in respect of any Loan that either occurs automatically, or results from the then prevailing interest rate for comparable loansexercise 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 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 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 Whole Loan, the related Companion Loan Noteholders (as a collective whole) 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 (taking into account the subordination of the CP Subordinate Component), or if a Whole Loan is affected, to the Certificateholders and the related Companion Loan Noteholders (as a collective whole taking into account the subordination of the CP Subordinate Component, the Mission City Corporate Center B Note and the Regents Square I & II B Note, as determined applicable) 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, (iii) if as applicable, consistent with the Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee simple interest), extend the maturity date of Servicing Standard. Each such Mortgage Loan beyond a date which is less than 20 years prior to the expiration of the term of such Ground Lease; (iv) 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 's Certificate to such effect to be delivered by the Special Servicer to the Trustee Trustee, the Directing Certificateholder, the CP Controlling Holder (if the CP Component Mortgage Loan is involved), and the Master Servicer and describing in reasonable detail the basis for the Special Servicer’s determinationrelated Companion Loan Noteholder(s) (if a Whole Loan is involved). The Special Servicer shall append to include with any such Officer’s 's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determinationthe supporting documentation forming the basis for its conclusion. (ec) Any payment of interest that is deferred pursuant to any modification, waiver 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 modification, waiver Loan so permit 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 that such interest thereonmay actually be capitalized. (fd) The Master Servicer (as to Performing Loans (other than the Fashion Show Mall Mortgage Loan)) and the Special Servicer or, with respect (as to clause Specially Serviced Loans (iother than the Fashion Show Mall Mortgage Loan)) below, the Master Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its 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 it (i) it, 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 Loan) for the additional services performed in connection with such request; provided such fee would not itself be a “significant modification” pursuant to Treasury Regulations Section 1.1001-3(e)(2) and (ii) , together with any related costs and expenses incurred by it; provided that the charging of such fees would not otherwise constitute a "significant modification" of the Loan pursuant to Treasury Regulations Section 1.860G-2(b). In no event shall All such fees collected by the Master Servicer or and/or the Special Servicer shall be entitled to payment for allocable between such fees or expenses unless such payment is collected from the related Mortgagorparties, as Additional Master Servicing Compensation and Additional Special Servicing Compensation, respectively, as provided in Section 3.11. (ge) The All modifications, waivers, amendments and other actions entered into or taken in respect of the 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 Master Servicer, any related Sub-Servicersother such party, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) the Controlling Class RepresentativeDirecting Certificateholder, the Rating Agencies CP Controlling Holder (if the CP Component Mortgage Loan is involved), and with respect to any Co-Lender Loan, the related Companion HolderLoan Noteholder(s) (if a Whole Loan is involved), in writing, of any material modification, waiver waiver, amendment or amendment other action entered into or taken in respect of any term of any Mortgage Loan (including fees charged the Mortgagor) pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee or the 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 waiver, amendment or amendmentother action, promptly (and in any event within ten Business Days) following the execution thereof. Copies In addition, following the execution of each agreement whereby any such modification, 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 agreed to by the Special Servicer pursuant to Section 3.15 hereof3.20(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). (hf) 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 Loan in full together with all payments required by the 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 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 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 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 permit defeasance be required to seek the consent of the Special Servicer or any Mortgage Loan to Certificateholder or obtain any confirmation of the extent inconsistent with Certificate ratings from the terms of such Mortgage Loan. Unless and to the extent the Master Servicer is precluded from preventing such defeasance by Rating Agencies (unless otherwise set forth in the related Mortgage Loan documents Intercreditor Agreement with respect to a Whole Loan) to approve the following modifications, waivers or otherwise (provided that the Master Servicer shall not allow such defeasance to cause any amendments of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; 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 Rating Agency criteria to be reviewed by a Rating Agency, such 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 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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 on or 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 other 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 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 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 Fashion Show Mall M

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement6.11, the Master Servicer (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 (or the Co-Trustee, with respect to The Gas Company Tower Loan), agree to any modification, 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 the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder. (b) All modifications, 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 considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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 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 $35,000,000 (or, with respect to ▇▇▇▇▇’▇, $25,000,000)20,000,000, 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, 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 the rights (if any) of a Smithfield Companion Holder (other than set forth in Section 6.11, the holders rights of the Non-Serviced Pari Passu CLF Companion Loans) Holders pursuant to the related CLF Intercreditor Agreements and the rights of the Creekside Companion Holder pursuant to the Creekside 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) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions)Loan, or (v) 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, waiver or consent, the 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 any of the Four Seasons Resort and Club - Dallas, TX 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 Provisions. 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 connection with such extension, which Appraisal 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 Mortgage Loan, (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, as determined by the Special Servicer, (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) 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 '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 's determination. The Special Servicer shall append to such Officer’s 's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination. (e) Any payment of interest that is deferred pursuant to any modification, 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 modification, waiver or amendment so permit. The foregoing shall in no way limit the Special Servicer’s '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. (f) 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 or indulgence or any other matter or thing, the granting of which is within 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 it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request; , 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 Master Servicer or the Special Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (g) The Special Servicer shall notify the Master Servicer, any related Sub-Servicers, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) the Controlling Class Representative, the Rating Agencies and with respect to any Co-Lender Loanthe Smithfield Loan Pair, the related Smithfield Companion Holder, and the Rating Agencies, in writing, of any material modification, waiver or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Custodian for deposit in the related Mortgage FileFile (with a copy to the Master Servicer), an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof. Copies of each agreement whereby any such modification, 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 Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; provided, 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” "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 Rating Agency criteria to be reviewed by a Rating Agency, such 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 such Rating AgencyAgency (provided, (provided that no confirmation from S&P shall be required if the Mortgage Loan being defeased, defeased together with all Mortgage Loans cross-collateralized with such Mortgage Loan, Loan (iA) is not one of the ten (10) largest Mortgage Loans (or cross-collateralized groups of Mortgage Loans) by Stated Principal Balance in the Trust Fund, and (iiB) 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N DD 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 on or 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 documents. Subsequent to the second anniversary of the Closing Date, to the extent that the Master Servicer can, in accordance with the related MortgagorMortgage 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 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 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 prope

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n3.20(m) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement6.11, the Master Servicer (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 (or the Co-Trustee, with respect to The Gas Company Tower Loan), agree to any modification, 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 the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder. (b) All modifications, 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 considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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 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 $35,000,000 (or, or with respect to ▇▇▇▇▇’▇, Moody's $25,000,000), or is one of the ten largest Mortgage Loans by Stated 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 or, with respect to S&P only, has an aggregate Loan-to-Value Ratio LTV that is equal to or greater than 85% or has an aggregate Debt Service Coverage Ratio that is less than 1.20x, 1.2x without the prior written confirmation from each Rating Agency (as applicable) that such change will not result in the qualification, downgrade or withdrawal or of the ratings then assigned to the Certificates; or (vi) in the reasonable, good faith judgment of the Special Servicer, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (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, with respect to the Starrett-Lehigh Building Subordinate Loan, the Starrett-Lehigh Building Representative) and the rights (if any) of a Companion Holder (other than the holders of the Non-Serviced Pari Passu Companion Loans) 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) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions)Loan, or (v) 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, waiver or consent, the 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 any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, either 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), 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 of the related Mortgaged Property, in connection 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 Mortgage Loan, (B) the highest Pass-Through Rate of any Class of Certificates (other than the Class IO X Certificates) then outstanding and (C) a rate below the then prevailing interest rate for comparable loans, as determined by the Special Servicer, (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) 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 '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 's determination. The Special Servicer shall append to such Officer’s 's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination. (e) Any payment of interest that is deferred pursuant to any modification, 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 modification, waiver or amendment so permit. The foregoing shall in no way limit the Special Servicer’s '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. (f) 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 or indulgence or any other matter or thing, the granting of which is within 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 it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request; 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 Master Servicer or the Special Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (g) The Special Servicer shall notify the Master Servicer, any related Sub-Servicers, the Trustee, the Co-Trustee Controlling Class Representative (and, with respect to The Gas Company Tower the Starrett-Lehigh Building Subordinate Loan) the Controlling Class Representative, the Rating Agencies and Starrett-Lehigh Building Representative) with respect to any Co-Lender Loan, the related Companion HolderHolder and the Rating Agencies, in writing, of any material modification, waiver or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof. Copies of each agreement whereby any such modification, 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 Four Seasons Resort and Club - Dallas, TX Loan REMIC, either REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; provided, 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” "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 then-current applicable Rating Agency criteria to be reviewed by a Rating Agency, such 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 such Rating AgencyAgency (provided that, (provided that A) 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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 on or 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 documents. Subsequent to the second anniversary of the Closing Date, to the extent that the Master Servicer may, in accordance with the related MortgagorMortgage 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 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 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

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n3.20(k) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement6.11, the Master Servicer (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 (or the Co-Trustee, with respect to The Gas Company Tower Loan)Trust Fund, agree to any modification, 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 the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder. (b) All modifications, 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 considered and effected in accordance with the Servicing Standard; provided, provided however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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).. 117 (c) Except as provided in 3.20(d) and the last sentence two sentences of Section 3.02(a), the Special Servicer, on behalf of the TrusteeTrust Fund, shall not agree or consent to any modification, 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 $35,000,000 (or, with respect to ▇▇▇▇▇’▇, $25,000,000), 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, 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 the rights (if any) of a Companion Holder (other than the holders of the Non-Serviced Pari Passu Companion Loans) pursuant to the related Intercreditor Agreementset 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) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially 118 Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions)Loan, or (v) 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, waiver or consent, the 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 Code, (2) cause any of the Four Seasons Resort and Club - Dallas, TX 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 Provisions, or (3) adversely affect the status of the Grantor Trust under the Code. 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 connection with such extension, which Appraisal 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 Mortgage Loan, (B) the highest Pass-Through Rate of any Class of Certificates (other than the Class IO X Certificates) then outstanding and (C) a rate below the then prevailing interest rate for comparable loans, as determined by the Special Servicer, (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 LeaseLease including any unilateral options to extend such term; or (iv) 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 '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 's determination. The Special Servicer shall append to such Officer’s 's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination.. 119 (e) Any payment of interest that is deferred pursuant to any modification, 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 modification, waiver or amendment so permit. The foregoing shall in no way limit the Special Servicer’s '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. (f) 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 or indulgence or any other matter or thing, the granting of which is within 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 it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request; , 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 Master Servicer or the Special Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (g) The Special Servicer shall notify the Master Servicer, any related Sub-Servicers, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) the Controlling Class Representative, Representative and the Rating Agencies and with respect to any Co-Lender Loan, the related Companion HolderAgencies, in writing, of any material modification, waiver or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the 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 or amendment, promptly (and in any event within ten Business Days) following the execution thereof. Copies of each agreement whereby any such modification, 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 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 of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; provided, 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” "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 Rating Agency criteria to be reviewed by a Rating Agency, such 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 120 which a rating has been assigned by such either 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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 on or 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 documents. Subsequent to the second anniversary of the Closing Date, to the extent that the Master Servicer can, in accordance with the related MortgagorMortgage 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 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 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 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 and fairly any common employees or overhead shared with affiliates; it shall prepare separate tax returns and financial statements or, if part of a consolidated group, shall be

Modifications, Waivers, Amendments and Consents. (a) Subject The applicable Special Servicer, solely as to Sections 3.20(b) through 3.20(n) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreementa Specially Serviced Mortgage Loan, the Master Servicer (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 (or the Co-Trusteeapplicable Master Servicer, solely as to a Performing Mortgage Loan, may (consistent with respect to The Gas Company Tower Loan), the Servicing Standard) agree to any modification, waiver or amendment of any term of, extend the maturity of, defer or forgive interest (including Default Interest 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 Loan, subject, however, to SECTIONS 3.08 and 3.24 and, further to each of the following limitations, conditions and restrictions: (includingi) other than as provided in SECTIONS 2.03(b), subject to Section 3.20(i3.02, 3.08, 3.20(f) and 3.20(g), the lease reviews and lease consents related thereto) without the consent of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder. (b) All modifications, 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 considered and effected in accordance with the Servicing Standard; provided, however, that neither the applicable Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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 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 Loan, that would: (i) would affect the amount or timing of any related payment of principal, interest or other amount payable under such Mortgage Loan or affect the security for such Mortgage Loan, unless such Master Servicer has obtained the consent of the applicable Special Servicer (including Prepayment Premiums 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 Yield Maintenance Chargesamendment, but excluding Penalty Interest the applicable Master Servicer's recommendations and amounts payable as additional servicing compensationanalysis, 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) payable thereunderthe applicable 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 10 Business Days of the applicable 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 (or, if the applicable Special Servicer did not request any information, within 10 Business Days from such notice), such consent shall be deemed to have been granted); (ii) affect other than as provided in SECTIONS 3.02 and 3.08, 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 applicable Special Servicer at the expense of the related Mortgagor and upon which the Special Servicer may conclusively rely) of the property shall not agree 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 in the case of a Performing Mortgage Loan, consent to ▇▇▇▇▇’▇the applicable Master Servicer's agreeing to) any modification, $25,000,000)waiver or amendment of any term of, or is one of the ten largest Mortgage Loans by Stated Principal Balance as of such date, permit the transfer or transfers of take (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 resultor, in the aggregate during the term case of the related a Performing Mortgage Loan, in a transfer greater than 49% consent to the applicable Master Servicer's taking) any of the total 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 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 reasonable judgment of the applicable Special Servicer, otherwise would materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (d) Notwithstanding Section 3.20(c)Loan, 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 unless a Companion Holder (other than the holders of the Non-Serviced Pari Passu Companion Loans) pursuant to the related Intercreditor Agreement, the Special Servicer may (i) reduce the amounts owing under any Specially Serviced material default on such 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) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions), or (v) 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 has occurred or, in the reasonable, good faith reasonable judgment of the applicable Special Servicer, a default in respect of payment on such default Mortgage Loan is reasonably foreseeable, and (B) in the reasonablesuch modification, good faith judgment of the Special Servicerwaiver, such modification would increase the amendment or other action is reasonably likely to produce a greater recovery on the Mortgage Loan to Certificateholders (as a collective whole) on a net present value basis (the relevant discounting of amounts anticipated collections that will be distributable to Certificateholders to be performed done at the related Net Mortgage Rate). In , than would liquidation; (iii) the applicable Special Servicer shall not extend (or, in the case of every other modificationa Performing Mortgage Loan, waiver or consent, the Special Servicer shall determine and may rely on an Opinion of Counsel (which Opinion of Counsel shall be an expense of the Trust Fund consent to the extent not paid by the related Mortgagorapplicable Master Servicer's extending) 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 any of the Four Seasons Resort and Club - Dallas, TX 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 Provisions. 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 on any Mortgage Loan if to a date beyond the conditions set forth in earliest of (A) the proviso to the prior paragraph are satisfied and the Special Servicer has obtained an Appraisal fifth anniversary of the related Mortgaged Propertysuch Mortgage Loan's Stated Maturity Date, in connection 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 Mortgage Loan, (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, as determined by the Special Servicer, (iii) if the 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, 10 years) prior to the end of the then current term of the related Ground Lease (and not by the corresponding fee simple interestplus any unilateral options to extend), extend the maturity date of and (D) if such Mortgage Loan beyond a date which is less than 20 covered by an environmental insurance policy, two years prior to the expiration of the term of such Ground Lease; policy unless 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; (iv) defer interest due on any Mortgage Loan in excess of 10% of neither 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 applicable Master Servicer and describing in reasonable detail nor the basis for the Special Servicer’s determination. The applicable Special Servicer shall append to such 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. (e) Any payment of interest that is deferred pursuant to make or permit any modification, waiver or amendment permitted hereunderof 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; (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 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 Mortgage Loan, consent to the applicable Master Servicer's permitting) any Borrower to add or substitute any real estate collateral for its 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 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 applicable Special Servicer shall not release (or, in the case of a Performing 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 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) 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 remaining Mortgaged Property (together with any substitute collateral) is, in the reasonable judgment of the applicable Special Servicer, adequate security for the remaining Mortgage Loan and (D) if the collateral to be released has an appraised value in excess of $1,500,000, 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 Mortgage Loan that either occurs automatically, or results from the exercise of a unilateral option by the related Borrower 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); 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 similar proceeding involving a Borrower if, in its reasonable 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 applicable Master Servicer nor the applicable Special Servicer shall be required to obtain any confirmation of the Certificate ratings from the Rating Agencies in order to grant 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. (b) The applicable Special Servicer and applicable Master Servicer shall not have any liability to the Trust, the Certificateholders or any other Person if, in either case, 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 by the applicable Special Servicer and/or the applicable Master Servicer, as appropriate, consistent with the Servicing Standard. (c) Any payment of interest, which is deferred pursuant to SECTION 3.20(a), 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 Mortgage Loan, notwithstanding that the terms of such modificationMortgage Loan so permit or that such interest may actually be capitalized; PROVIDED, waiver or amendment so permit. The foregoing HOWEVER, that this sentence shall in no way not limit the rights of the applicable Master Servicer or the applicable Special Servicer’s ability Servicer on behalf of the Trust to charge and collect from the Mortgagor costs otherwise collectible under the terms enforce any obligations of the related Borrower under such Mortgage Note and this Agreement together with interest thereonLoan. (fd) The Each of the applicable Master Servicer and the applicable Special Servicer or, with respect to clause (i) below, the Master Servicer may, as a condition to its granting any request by a Mortgagor Borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its such 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 Documents and is permitted by the terms of this Agreement, require that such Mortgagor Borrower pay to it (i) as additional servicing compensation, a reasonable or customary fee (which shall in no event exceed 1.0% of the unpaid principal balance of the related Mortgage Loan) for the additional services performed in connection with such request; provided such fee would not itself be a “significant modification” pursuant to Treasury Regulations Section 1.1001-3(e)(2) and (ii) , together with any related costs and expenses incurred by it. In no event shall All such fees collected by the applicable Master Servicer or and/or the applicable Special Servicer with respect to any Mortgage Loan shall be entitled to payment for allocable between such fees or expenses unless such payment is collected from the related Mortgagorparties, as Additional Master Servicing Compensation and Additional Special Servicing Compensation, respectively, as provided in SECTION 3.11. (ge) 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 consents, shall be in writing. Each of the applicable Special Servicer and the applicable Master Servicer shall notify the Master Servicerother such party, any related Sub-Servicerseach Rating Agency, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) and 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 waiver, 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 (including fees charged the Mortgagorother than waivers of Default Charges) and the date thereof, and shall deliver to the Trustee or the 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 waiver, amendment or amendmentother action, promptly (and in any event within ten Business Days) following the execution thereof. Copies In addition, following the execution of each agreement whereby any modification, waiver or amendment agreed to by the applicable Special Servicer or the applicable Master Servicer, as appropriate, pursuant to SECTION 3.20(a) above, the applicable Special Servicer or the applicable Master Servicer, as applicable, shall deliver to the other such party, the Trustee and the Rating Agencies an Officer's Certificate certifying that all of the requirements of SECTION 3.20(a) have been met and, in the case of the applicable 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 any term the maturity of any Mortgage Loan is effected Loan, such Officer's Certificate shall be made available for review upon prior request during normal business hours at so delivered before the offices of the Special Servicer pursuant to Section 3.15 hereofmodification, waiver or amendment is agreed to. (hf) The With respect to any ARD Mortgage Loan after its Anticipated Repayment Date, the applicable Master Servicer shall be permitted, with the consent of the applicable Special Servicer (which consent shall be deemed granted if not permit defeasance denied in writing within 10 Business Days after receipt of the applicable Master Servicer's request therefor), to waive (such waiver to be in writing addressed to the related Borrower, with a copy to the Trustee) all or any portion of the accrued Post-ARD Additional Interest in respect of such ARD Mortgage Loan to the extent inconsistent with the terms of if (i) such ARD Mortgage Loan is a Performing Mortgage Loan. Unless and , (ii) the related Borrower has requested the right to the extent the Master Servicer is precluded from preventing prepay such defeasance ARD Mortgage Loan in full together with all payments required by the related Mortgage Loan documents or otherwise (provided that the Master Servicer shall not allow Documents in connection with such defeasance to cause any of the Four Seasons Resort prepayment except for such accrued Post-ARD Additional Interest, and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; 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 applicable Master Servicer has notified the Rating Agencies, (iv) to the extent the defeasance of the Mortgage Loan is required by the then current applicable Rating Agency criteria to be reviewed by a Rating Agency, such 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 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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 (ordetermined, in the case of an its reasonable judgment, that waiving such Post-ARD Loan, on or before its Anticipated Repayment Date) and to timely pay each Periodic Payment scheduled to be due on or prior thereto but after the defeasance and (vi) a single purpose entity (as defined below) Additional Interest 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 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 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 The applicable Master Servicer shall 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. (g) Notwithstanding anything in this SECTION 3.20 or in SECTION 3.08 or SECTION 3.24 to the contrary, the applicable Master Servicer shall not be required to seek the consent of, or provide prior notice to, the applicable Special Servicer or any Certificateholder or obtain any confirmation of the Certificate ratings from the Rating Agencies in order to approve the following modifications, waivers or amendments of the Mortgage Loans (but, in the case of the actions described in CLAUSES (iii) and (iv) of this paragraphsentence, a “single purpose entity” shall mean a Person, other

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement, the The Master Servicer (solely as to the extent provided in Section 3.02(a) and Section 3.20(i) belowPerforming Loans) and the Special Servicer (as to Specially Serviced Loans) each may, on behalf of consistent with the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan)Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive or defer the payment of interest (including, without limitation, Default 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 (including, subject it is required to Section 3.20(i), the lease reviews service and lease consents related thereto) administer hereunder without the consent of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder., subject, however, to Section 3.02, Section 3.08, Section 3.21 and Section 3.28 and each of the following limitations, conditions and restrictions: (bi) All modificationsother than as provided in Sections 2.03(b), waivers or amendments of any Mortgage Loan (including3.02, subject to Section 3.20(i3.08 and 3.20(f), the lease reviews and lease consents related thereto) shall be in writing and shall be considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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 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 Loan, that would: (i) would affect the amount or timing of any related payment of principal, interest or other amount payable under such Loan or affect the security for such Loan, unless the Master Servicer has obtained the consent of the Special Servicer (including Prepayment Premiums 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 Yield Maintenance Chargesamendment, but excluding Penalty Interest the Master Servicer's recommendations and amounts payable as additional servicing compensationanalysis, 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, each of which shall be provided reasonably promptly in accordance with the Servicing Standard, (B) payable thereunderthe 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 (10) 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 (10) Business Days from such notice), such consent shall be deemed to have been granted); (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 as provided 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 ▇▇▇▇▇’▇, $25,000,000), 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, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (d) Notwithstanding Section 3.20(c), but subject to the third paragraph of this Section 3.20(d), Sections 3.02 and the rights of the Controlling Class Representative and the rights (if any) of a Companion Holder (other than the holders of the Non-Serviced Pari Passu Companion Loans) pursuant to the related Intercreditor Agreement3.08, the Special Servicer may shall not agree to (ior, in the case of a Performing Loan, consent to the Master Servicer's agreeing to) reduce any modification, waiver or amendment of any term of, or take (or, in the amounts owing under case of a Performing Loan, consent to the Master Servicer's taking) any Specially Serviced Mortgage of the other acts referenced in this Section 3.20(a) with respect to, any Loan by forgiving that would affect the amount or timing of any related payment of principal, accrued interest or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the other amount of the Periodic Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate, (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions), or (v) 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 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 Loan, unless a material default is reasonably foreseeableon such Loan has occurred or, and (B) in the reasonable, good faith judgment of the Special Servicer, a default in respect of payment on such modification would increase the Loan is reasonably foreseeable, and such modification, waiver, amendment or other action is reasonably likely to produce a greater recovery on the Mortgage Loan to Certificateholders (as a collective whole) on a net present value basis than would liquidation; (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, iii) the Special Servicer shall determine and may rely on an Opinion not extend (or, in the case of Counsel (which Opinion of Counsel shall be an expense of the Trust Fund a Performing Loan, consent to the extent not paid by the related MortgagorMaster Servicer's extending) 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 any of the Four Seasons Resort and Club - Dallas, TX 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 Provisions. 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 on any 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 connection 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 beyond the earliest of (A)(i) two years prior to the Rated Final Distribution Date, Date with respect to the Non-Partitioned Loans and (ii) reduce and, with respect to the ES Component Mortgage Rate Loan, the SB Component Mortgage Loan and the Wellbridge A/B Mortgage Loan, five years prior to the related Rated Final Distribution Date, and (B) if such 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, 10 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 of the Component Mortgage Loan REMIC, REMIC I or REMIC II; (v) subject to applicable law, the related Mortgage 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 Mortgage 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 Mortgage Performing Loan, consent to the Master Servicer's permitting) any Mortgagor to add or substitute any real estate collateral for its 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 less than such new collateral relating to the lesser 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 release (or, in the case of a Performing Loan, consent to the Master Servicer's releasing), including in connection with a substitution contemplated by clause (vi) above, any collateral securing an outstanding Loan, except as provided in Section 3.09(d), or except where a 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 original Mortgage Rate 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 LoanLoan 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 highest Pass-Through Rate of remaining Mortgaged Property (together with any Class of Certificates (other than substitute collateral) is, in the Class IO Certificates) then outstanding Special Servicer's good faith and reasonable judgment, adequate security for the remaining 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 rate below release, substitution or addition of collateral) in respect of any Loan that either occurs automatically, or results from the then prevailing interest rate for comparable loansexercise 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 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 in order to grant, or to subordinate the lien of 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 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 Loan Pair, the related Companion Loan Noteholders (as determined a collective whole) 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 and in the case of a Loan Pair, the related Companion Loan Noteholders (as a collective whole) 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, (iii) if as applicable, consistent with the Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee simple interest), extend the maturity date of Servicing Standard. Each such Mortgage Loan beyond a date which is less than 20 years prior to the expiration of the term of such Ground Lease; (iv) 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 's Certificate to such effect to be delivered by the Special Servicer to the Trustee Trustee, the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Master Servicer and describing in reasonable detail the basis for the Special Servicer’s determinationWellbridge A/B Mortgage Loan is involved). The Special Servicer shall append to include with any such Officer’s 's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determinationthe supporting documentation forming the basis for its conclusion. (ec) Any payment of interest that which is deferred pursuant to any modification, waiver 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 modification, waiver Mortgage Loan so permit 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 that such interest thereonmay actually be capitalized. (fd) The Master Servicer (as to Performing Loans) and the Special Servicer or, with respect (as to clause (iSpecially Serviced Loans) below, the Master Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its 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 it (i) it, 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 Mortgage Loan) for the additional services performed in connection with such request; provided such fee would not itself be a “significant modification” pursuant to Treasury Regulations Section 1.1001-3(e)(2) and (ii) , together with any related costs and expenses incurred by it; provided that the charging of such fees would not otherwise constitute a "significant modification" of the Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b). In no event shall All such fees collected by the Master Servicer or and/or the Special Servicer shall be entitled to payment for allocable between such fees or expenses unless such payment is collected from the related Mortgagorparties, as Additional Master Servicing Compensation and Additional Special Servicing Compensation, respectively, as provided in Section 3.11. (ge) The All modifications, waivers, amendments and other actions entered into or taken in respect of the 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 Master Servicer, any related Sub-Servicersother such party, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) the Controlling Class RepresentativeDirecting Certificateholder, the Rating Agencies and with respect to any Co-Lender LoanES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion HolderLoan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), in writing, of any material modification, waiver waiver, amendment or amendment other action entered into or taken in respect of any term of any Mortgage Loan (including fees charged the Mortgagor) pursuant to this Section 3.20 and the date thereof, and shall deliver to the Trustee or the 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 waiver, amendment or amendmentother action, promptly (and in any event within ten 10 Business Days) following the execution thereof. Copies In addition, following the execution of each agreement whereby 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) 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 subject to any prohibitions set forth in a Co-Lender Agreement with respect to the related Co-Lender Agreement in order to approve the following modifications, waivers or amendments of the 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; (iii) grants of easements or subordinations of the lien of Loans to easements 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; and (iv) other routine approvals, including the granting of subordination, non-disturbance and attornment agreements and leasing consents, typically performed by a Master Servicer on a routine basis; provided that any such modification, waiver or amendment (w) would not in any way affect a payment term of the Certificates, (x) would not constitute a "significant modification" of such Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event, (y) agreeing to such modification, waiver or amendment would be consistent 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. (g) In connection with granting an extension of the maturity date of any term Loan in accordance with Section 3.20(a), the Special Servicer, in the case of any a Specially Serviced 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 Mortgage Loan documents, to thereafter deliver to the Special Servicer, the Trustee and the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is effected shall be made available for review upon prior request during normal business hours at involved), the offices of SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved) audited operating statements on a quarterly basis with respect to the related Mortgaged Property, provided that the Special Servicer pursuant to Section 3.15 hereofor the Master Servicer, as the case may be, may, in its sole discretion, waive the requirement that such statements be audited. (h) The Master Servicer shall not permit defeasance of any Mortgage Loan to the extent inconsistent with the terms of such Mortgage Loan. Unless and to the extent If the Master Servicer is precluded from preventing such defeasance by or the related Mortgage Loan documents or otherwise (provided that the Master Special Servicer shall not allow such defeasance to cause any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as collects a REMIC; 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 Rating Agency criteria to be reviewed by a Rating Agency, such 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 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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 on or 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 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 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 mo

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n3.20(j) below and further subject to Sections 3.08(b) ), Section 6.11 and 6.11 Section 6.12, and further subject to any applicable intercreditor agreement intercreditor, co-lender or similar agreementagreement (including, with respect to an A/B Loan Combination, the related Co-Lender Agreement), the applicable Master Servicer (to the extent provided in Section 3.02(a) and Section 3.20(i3.20(h) below) and the Special Servicer may, on behalf of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan), agree to any modification, waiver or amendment of any term of any Serviced Mortgage Loan (including, subject to Section 3.20(i3.20(h), the lease reviews and lease consents related thereto) without the consent of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) 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 or amendments of any Serviced Mortgage Loan (including, subject to Section 3.20(i3.20(h), the lease reviews and lease consents related thereto) shall be in writing and shall be considered and effected in accordance with the Servicing Standard; provided, however, that neither the a Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Serviced Mortgage Loan 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 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 not agree or consent to any modification, 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 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) if such Mortgage Loan is equal to or except as provided in excess of 5% of the then aggregate current principal balances of all Mortgage Loans or $35,000,000 (or, with respect to ▇▇▇▇▇’▇, $25,000,000), or is one of the ten largest Mortgage Loans by Stated Principal Balance as of such dateSection 3.08, permit the transfer or transfers of (A) the related Mortgaged Property or any interest therein or (B) equity interests in the borrower Mortgagor or any equity owner of the borrower 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 borrower subject Mortgagor and/or any equity owner of the borrower related Mortgagor or a transfer of voting control in the borrower related Mortgagor 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 Certificatesrelated Mortgagor; (v) allow any additional lien on except as provided in Section 3.08, consent to the further encumbrance of 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 Certificatesadditional debt; orand (vi) in the reasonable, good faith judgment of the Special Servicer, otherwise materially impair the security for such Serviced Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (d) Notwithstanding Section 3.20(c), but subject to Section 6.11, Section 6.12 and the third paragraph of this Section 3.20(d)) and any applicable co-lender, and the rights of the Controlling Class Representative and the rights (if any) of a Companion Holder (other than the holders of the Nonintercreditor or similar agreement, including any related Co-Serviced Pari Passu Companion Loans) pursuant to the related Intercreditor 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) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions)Loan, or (v) 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 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 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 Serviced Mortgage Loan under Treasury Regulations Section regulation section 1.860G-2(b) of the Code and (2) cause any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, 173 REMIC I or REMIC II 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 Provisions. In addition, notwithstanding Section 3.20(c), but subject to Section 6.11, Section 6.12, the third paragraph of this Section 3.20(d)) and any applicable co-lender, intercreditor or similar agreement, including any related Co-Lender Agreement, 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 first sentence of the prior paragraph are satisfied and the Special Servicer has obtained an Appraisal of the related Mortgaged Property, in connection with such extension, which Appraisal supports the determination of the Special Servicer contemplated by clause (B) of the proviso to the first sentence of the immediately preceding paragraph. In no event will the Special Servicer (i) extend the maturity date of a Serviced Trust Mortgage Loan beyond a date that is two (2) years prior to the Rated Final Distribution DateDate or, (ii) in connection with any such extension, in no event shall the Special Servicer reduce the Mortgage Rate of a Serviced Trust Mortgage Loan to less than the lesser least of (A) the original Mortgage Rate of such Serviced Trust Mortgage Loan, (B) the highest fixed Pass-Through Rate of any Class of Sequential Pay Certificates (other than the Class IO Certificates) then outstanding and (C) a rate below the then prevailing interest rate for comparable loans, as determined by the Special Servicer, or (iiiii) 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; (iv) 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 sentence of the first paragraph of this Section 3.20(d) shall be evidenced by an Officer’s '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 's determination. The Special Servicer shall append to such Officer’s 's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination. (e) Any payment of interest that is deferred pursuant to any modification, 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 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. (f) The Special Servicer or, with respect to clause subsection (ih) below, the applicable Master Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within 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 it it: (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request; , provided that such fee would not itself be a “"significant modification” " pursuant to Treasury Regulations Section regulations section 1.1001-3(e)(2) ); and (ii) any related costs and expenses incurred by it. In no event shall the Master Special Servicer or the Special a Master Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (gf) The Special Servicer shall notify the applicable Master Servicer, any related Sub-Servicers, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) the Controlling Class RepresentativeRepresentative (and, the Rating Agencies and with respect to any Co-Lender LoanA/B Loan Combination, and the related Companion HolderB-Noteholder(s)) and the Rating Agencies, in writing, of any material modification, 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 Custodian (with a copy to the applicable Master Servicer) for deposit in the related Mortgage File, an original counterpart of the 174 agreement relating to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof. Copies of each agreement whereby any such modification, 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. (hg) The A Master Servicer shall not permit defeasance of any Serviced Trust Mortgage Loan to (x) on or before the extent 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 (provided that the Master Servicer shall not allow such defeasance to cause any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; provided, furtherotherwise, the Master Servicer may rely on an Opinion of Counsel as provided for in (ii) below), the applicable Master Servicer will not permit defeasance of any Serviced Trust Mortgage Loan, unless: (i) the defeasance collateral consists of non-callable “government securities” "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 is required by the then then-current applicable Rating Agency criteria to be reviewed by a Rating Agency, such 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 such Rating AgencyAgency (provided that, (provided that A) no confirmation from S&P Fitch shall be required if the subject Serviced Trust Mortgage Loan being defeased, together with all Trust Mortgage Loans cross-collateralized with such Serviced Trust Mortgage Loan, (i) is not one of the 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 $20,000,000 and less than 5% of the then-aggregate Stated Principal Balance at the time of the defeasance of the Trust Mortgage Loans and the applicable Master Servicer shall have delivered a Defeasance Certificate substantially in the form of Exhibit N hereto), (v) the applicable 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 Serviced Trust 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 Trust Mortgage Loan, on or before its Anticipated Repayment Date) and to timely pay each Periodic Payment scheduled to be due on or 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 collateralDefeasance 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 on behalf documents. Subsequent to the second anniversary of the Closing Date, to the extent that the applicable Master Servicer may, in accordance with the related MortgagorTrust 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 the a Master Servicer pursuant to this Section 3.20(h3.20(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. 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 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 such Defeasance Collateral 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 ea

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n) below and further subject to Sections 3.08(b) and 6.11 and further subject The Master Servicers (with respect to any applicable intercreditor agreement or similar agreement, the Master Servicer (to the extent provided in Section 3.02(a) and Section 3.20(i) belowMortgage Loan that is not a Specially Serviced Mortgage Loan) and the Special Servicer may, on behalf of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower any Specially Serviced Mortgage Loan), ) each may (consistent with the Servicing Standard) agree to any modification, waiver or amendment of any term of, extend the maturity of (in the case of any Mortgage Loan (includingMaster Servicer, subject to Section 3.20(ia maximum of two separate one-year extensions without the consent of the Special Servicer), defer or forgive interest (including Penalty Interest and Additional Post-ARD Interest) on and principal of, defer or forgive late payment charges, Prepayment Premiums and Yield Maintenance Charges on, permit the lease reviews and lease release, addition or substitution of collateral securing, and/or permit the release, addition or substitution of the Mortgagor on or any guarantor of, any Serviced Mortgage Loan, and/or provide consents related thereto) with respect to any leasing activity at a Mortgaged Property securing any Serviced Mortgage Loan without the consent of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder; provided, that the Master Servicers' and the Special Servicer's rights to do so shall be subject to Section 3.08, and Section 6.11 (and, in the case of a Serviced Loan Combination, subject to the terms of the related Loan Combination Co-Lender Agreement) and, further, to the following subsections of this Section 3.20; and provided, further, that other than as provided in Sections 3.02(a) (relating to waivers of Default Charges), 3.08, 3.20(d) and 3.20(e), no Master Servicer shall agree to any modification, waiver, 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, unless such Master Servicer has obtained the consent of the Special Servicer (it being understood and agreed that (A) such Master Servicer will promptly provide the Special Servicer with notice of any Mortgagor request for such modification, waiver, forbearance or amendment, such Master Servicer's written recommendations and analysis, and all information reasonably available to such 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 Section 6.11 but subject to Section 3.28 and Section 3.30 and (C) if any such consent has not been expressly denied within 10 Business Days (or, (x) if the Controlling Class Representative is entitled to object pursuant to Section 6.11, 15 Business Days, which 15 Business Days shall be subject to the limitation to five (5) Business Days specified in the proviso at the end of the first paragraph of Section 6.11 or (y) any Loan Combination Controlling Party or any mezzanine loan holder is entitled to object, the later of 10 Business Days or five (5) Business Days after the date such Loan Combination Controlling Party's or mezzanine loan holder's consent is given or deemed given) after the Special Servicer's receipt from such Master Servicer of such Master Servicer's recommendations and analysis and all information reasonably requested thereby and reasonably available to such Master Servicer in order to make an informed decision (or, if the Special Servicer did not request any information, within 10 Business Days (or 15 Business Days, if applicable) after such notice), such consent shall be deemed to have been granted). (b) All modifications, waivers or amendments of any Serviced Mortgage Loan (including, subject to Section 3.20(i), the lease reviews and lease consents related thereto) shall be in writing and shall be considered and effected in accordance with the Servicing Standard; provided, however, that neither . None of the Master Servicer nor Servicers or the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Serviced Mortgage Loan not otherwise permitted by this Section 3.20 that would constitute a “significant result in an Adverse REMIC Event. Any Master Servicer or the Special Servicer shall determine and may conclusively 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 (1) effect an exchange or reissuance of such the Serviced Mortgage Loan within the meaning of under Treasury Regulations Section 1.860G-2(b)) of the Code, (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 Provisions, or (3) adversely affect the status of any Grantor Trust Pool under the Code. (c) Except as provided in 3.20(d) and the last sentence of Section 3.02(a), the The Special Servicer, on behalf of the TrusteeTrust Fund, shall not may agree or consent to (or permit any Master Servicer to agree or consent to) any modification, 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 and amounts payable as additional servicing compensation) payable thereunder;thereunder- (including, subject to the discussion in the following paragraph, any related Balloon Payment); or (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;; or (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 ▇▇▇▇▇’▇, $25,000,000), 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, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. ; only if (dA) Notwithstanding Section 3.20(ca material default on the Serviced Mortgage Loan has occurred or, in the Special Servicer's judgment, a material default on the Serviced Mortgage Loan is reasonably foreseeable, and (B) the modification, waiver, amendment or other action is reasonably likely to produce a greater recovery to the Certificateholders (and, in the case of a Serviced Loan Combination, the related Non-Trust Loan Holder(s)), but as a collective whole, on a present value basis, than would liquidation. In addition, 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 (other than the holders of the Non-Serviced Pari Passu Companion Loans) 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) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions), or (v) 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, waiver or consent, the 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 any of the Four Seasons Resort and Club - Dallas, TX 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 Provisions. 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 of the related Mortgaged Property, Property in connection 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 any Master Servicer or the Special Servicer (i) extend the maturity date of a Serviced Mortgage Loan beyond a date that is two years prior to the Rated Final Distribution Date, Date and (ii) reduce the Mortgage Rate of a Mortgage Loan to less than the lesser of (A) the original Mortgage Rate of such Mortgage Loan, (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, as determined by the Special Servicer, (iii) if the Serviced Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee simple interest), extend the maturity date of such Serviced 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 the Ground Lease, and with the consent of the Controlling Class Representative, 10 years) prior to the expiration of the term of such Ground Lease; (iv) defer interest due on Lease including any Mortgage Loan in excess of 10% of the Stated Principal Balance of unilateral options to extend 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 Loanterm. The determination of the Special Servicer contemplated by clause (B) of the proviso to the first paragraph of this Section 3.20(d3.20(c) shall be evidenced by an Officer’s 's Certificate to such effect delivered to the Trustee and Trustee, the applicable Master Servicer and, in the case of a Serviced Loan Combination, the related Non-Trust Loan Holder(s) and describing in reasonable detail the basis for the Special Servicer’s 's determination. The Special Servicer shall append to such Officer’s 's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination. (d) Except as expressly contemplated by the related Mortgage Loan documents, the Special Servicer shall not consent to any Master Servicer releasing, which consent shall be, subject to Section 3.28 and Section 3.30, deemed given if not denied in writing within 10 Business Days (or, if (x) the Controlling Class Representative is entitled to object pursuant to Section 6.11, 15 Business Days, which 15 Business Days shall include the five (5) Business Days specified in the proviso at the end of the first paragraph of Section 6.11 or (y) any Loan Combination Controlling Party or any mezzanine loan holder is entitled to object, the later of 10 Business Days or five (5) Business Days after the date such Loan Combination Controlling Party's or mezzanine loan holder's consent is given or deemed given), any real property collateral securing an outstanding Serviced Mortgage Loan, except as provided in Section 3.09 or 3.20(e), or except in connection with a permitted defeasance or a pending or threatened immaterial condemnation, or except where a Serviced Mortgage Loan (or, in the case of a Crossed Loan Group, where such entire Crossed Loan Group) is satisfied, or except in the case of a release of real property collateral provided the Rating Agencies have been notified in writing and, with respect to a Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan, (A) either (1) such release will not, in the reasonable judgment of the Special Servicer (exercised in accordance with the Servicing Standard), materially and adversely affect the net operating income being generated by or the then-current use of the related Mortgaged Property, or (2) there is a corresponding principal pay down of such Serviced Mortgage Loan in an amount at least equal to the Appraised Value of the collateral to be released (or substitute real property collateral with an Appraised Value at least equal to that of the collateral to be released, is delivered), (B) the release does not materially adversely affect the adequacy of the remaining Mortgaged Property (together with any substitute real property collateral), in the reasonable judgment of the Special Servicer (exercised in accordance with the Servicing Standard), as security for the Serviced Mortgage Loan and (C) if the real property collateral to be released has an Appraised Value in excess of $1,500,000, such release would not, in and of itself, result in an Adverse Rating Event (as confirmed in writing to the Trustee by each Rating Agency). (e) Notwithstanding anything in this Section 3.20, Section 3.28, Section 3.30 or Section 6.11 to the contrary, none of the Master Servicers shall be required to seek the consent of, or provide prior notice to, the Special Servicer, any Certificateholder or the Controlling Class Representative or obtain any confirmation from the Rating Agencies that an Adverse Rating Event would not occur in order to approve the following modifications, waivers or amendments of, or actions with respect to, the Serviced Mortgage Loans (but, in the case of the actions described in clauses (iii) and (iv) of this sentence the applicable Master Servicer, shall notify the Controlling Class Representative thereof): (i) waivers of non-material covenant defaults (other than financial covenants), including late financial statements; (ii) waivers of Default Charges, to the extent allowed under Section 3.02; (iii) releases of unimproved parcels of a Mortgaged Property; (iv) grants of easements, rights-of-way or other similar agreements in accordance with Section 3.08(b); (v) approval of routine leasing activities (including any subordination, non-disturbance and attornment agreements) that affect less than the lesser of 30,000 square feet or 30% of the net rentable area of the related Mortgaged Property; (vi) approval of annual budgets to operate the Mortgaged Property; (vii) temporary waivers of any requirements in the related Mortgage Loan documents with respect to insurance deductible amounts or claims-paying ability ratings of insurance providers; and (viii) consenting to changing the property manager with respect to any Mortgage Loan with an unpaid principal balance of less than $2,000,000; provided that any such modification, waiver or amendment, or agreeing to any such modification, waiver or amendment, (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 with respect to any REMIC or an Adverse Grantor Trust Event with respect to any Grantor Trust Pool, (y) would be consistent with the Servicing Standard. (f) Any payment of interest that is deferred pursuant to any modification, 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 Serviced Mortgage Loan, notwithstanding that the terms of such modification, waiver or amendment so permit. The foregoing shall in no way limit the Special Servicer’s '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. (fg) The Special Servicer or, with respect to clause (i) below, the or any Master Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Serviced Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request; , 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 Master Servicer or the Special Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (gh) The Master Servicers and the Special Servicer shall notify the Master Servicer, any related Sub-Servicerseach other, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) the Controlling Class RepresentativeRepresentative and, in the Rating Agencies and with respect to any Co-Lender Loancase of a Serviced Loan Combination, the related Companion HolderNon-Trust Loan Holder(s), in writing, of any material modification, waiver or amendment of any term of any Serviced Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Custodian for deposit in the related Mortgage File, (in the case of the Special Servicer, with a copy to the applicable Master Servicer), an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten 10 Business Days) following the execution thereof. Copies of each agreement whereby any such modification, 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 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 Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; 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 Rating Agency criteria to be reviewed by a Rating Agency, such 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 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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 on or 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 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 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 execution

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n3.20(j) below and further subject to Sections 3.08(b) ), Section 6.11 and 6.11 Section 6.12, and further subject to any applicable intercreditor agreement intercreditor, co-lender or similar agreementagreement (including, with respect to a Loan Combination, the related Co-Lender Agreement), the Master Servicer (to the extent provided in Section 3.02(a) and Section 3.20(i3.20(h) below) and the Special Servicer may, on behalf of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan), agree to any modification, waiver or amendment of any term of any Mortgage Serviced Loan (including, subject to Section 3.20(i3.20(h), the lease reviews and lease consents related thereto) without the consent of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder. (b) All modifications, waivers or amendments of any Mortgage Serviced Loan (including, subject to Section 3.20(i3.20(h), the lease reviews and lease consents related thereto) shall be in writing and shall be considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Serviced Loan not otherwise permitted by this Section 3.20 that would constitute a “"significant modification” " of such Mortgage Serviced Loan within the meaning of Treasury Regulations Section 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 the Master Servicer nor the Special Servicer, on behalf of the Trustee, shall not agree or consent to any modification, waiver or amendment of any term of any Mortgage Serviced 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 Interest, late payment charges and amounts payable as additional servicing compensation) payable thereunder;; 151 (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 except as provided in excess of 5% of the then aggregate current principal balances of all Mortgage Loans or $35,000,000 (or, with respect to ▇▇▇▇▇’▇, $25,000,000), or is one of the ten largest Mortgage Loans by Stated Principal Balance as of such dateSection 3.08, permit the transfer or transfers of (A) the related Mortgaged Property or any interest therein or (B) equity interests in the borrower Mortgagor or any equity owner of the borrower Mortgagor 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 subject Mortgagor and/or any equity owner of the borrower related Mortgagor or a transfer of voting control in the borrower related Mortgagor 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 Certificatesrelated Mortgagor; (v) allow any additional lien on except as provided in Section 3.08, consent to the further encumbrance of 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 Certificatesadditional debt; orand (vi) in the reasonable, good faith judgment of the Special Servicer, otherwise materially impair the security for such Mortgage Serviced Loan or reduce the likelihood of timely payment of amounts due thereon. (d) Notwithstanding Section 3.20(c), but subject to Section 6.11, Section 6.12 and the third paragraph of this Section 3.20(d)) and any applicable co-lender, and the rights of the Controlling Class Representative and the rights (if any) of a Companion Holder (other than the holders of the Nonintercreditor or similar agreement, including any related Co-Serviced Pari Passu Companion Loans) pursuant to the related Intercreditor 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) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions)Loan, or (v) 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 Serviced 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 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 Serviced Loan under Treasury Regulations Section regulation section 1.860G-2(b) of the Code and (2) cause any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II Pool to fail to qualify as a REMIC under the Code 152 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), but subject to Section 6.11, Section 6.12, the third paragraph of this Section 3.20(d)) and any applicable co-lender, intercreditor or similar agreement, including any related Co-Lender Agreement, 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 first sentence of the prior paragraph are satisfied and the Special Servicer has obtained an Appraisal of the related Mortgaged Property, in connection with such extension, which Appraisal supports the determination of the Special Servicer contemplated by clause (B) of the proviso to the first sentence of 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 (2) years prior to the Rated Final Distribution DateDate or, (ii) in connection with any such extension, in no event shall the Special Servicer reduce the Mortgage Rate of a Mortgage Loan to less than the lesser least of (A) the original Mortgage Rate of such Mortgage Loan, (B) the highest fixed Pass-Through Rate of any Class of Principal Balance Certificates (other than the Class IO Certificates) then outstanding and (C) a rate below the then prevailing interest rate for comparable loans, as determined by the Special Servicer, or (iiiii) if the subject 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 (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of such Ground Lease, ten (10) years) prior to the expiration of the term of such Ground Lease; (iv) 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 sentence of the first paragraph of this Section 3.20(d) shall be evidenced by an Officer’s '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 's determination. The Special Servicer shall append to such Officer’s 's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination. (e) Any payment of interest that is deferred pursuant to any modification, 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 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. (f) The Special Servicer or, with respect to clause subsection (ih) below, the Master Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within 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 it it: (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request; , provided that such fee would not itself be a “"significant modification” " pursuant to Treasury Regulations Section regulations section 1.1001-3(e)(2) ); and (ii) any related costs and expenses incurred by it. In no event shall the Master Special Servicer or the Special Master Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (gf) The Special Servicer shall notify the Master Servicer, any related Sub-Servicers, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) the Controlling Class RepresentativeRepresentative (and, the Rating Agencies and with respect to any Co-Lender LoanLoan Combination, and the related Companion HolderNon-Trust Loan Noteholder(s)) and the Rating Agencies, in writing, of any material modification, waiver or amendment of any term of any Mortgage Loan (including fees charged the related Mortgagor) and the date thereof, and shall deliver to the Custodian (with a copy to the Master Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days) 153 following the execution thereof. Copies of each agreement whereby any such modification, 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. (hg) The Master Servicer shall not permit defeasance of any Mortgage Loan to (x) on or before the extent earliest date on which defeasance is permitted under the terms of such Mortgage Loan, and (y) in a manner that is inconsistent with the terms of such Mortgage Loan. Unless and except 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 Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; provided, further, the Master Servicer may rely on an Opinion of Counsel as provided for in (ii) below)otherwise, the Master Servicer will not permit defeasance of any Mortgage Loan, unless: (i) the defeasance collateral consists of non-callable “government securities” "Government Securities" within the meaning of the Investment Company Act of 1940, as amended, (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 subject Mortgage Loan is required by the then then-current applicable Rating Agency criteria to be reviewed by a Rating Agency, such 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 such Rating AgencyAgency (provided that, (provided that A) no confirmation from S&P Fitch shall be required if the subject Mortgage Loan being defeased, together with all Mortgage Loans cross-collateralized with such Mortgage Loan, (i) is not one of the 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 then-aggregate Stated Principal Balance at the time of the defeasance of the Mortgage Loans and the Master Servicer shall have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 Mortgage Loan, on or before its Anticipated Repayment Date) and to timely pay each Periodic Payment scheduled to be due on or 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 collateralDefeasance 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 documents. Subsequent to the second anniversary of the Closing Date, to the extent that the Master Servicer may, in accordance with the related MortgagorMortgage 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(h3.20(g) 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 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 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 subject 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 subject 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 such Defeasance Collateral 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 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 and fairly any common employees or overhead shared with affiliates; it shall prepare separate tax returns and financial statements or, if part of a consolidated group, shall be shown as a separate member of such group; it shall transact business with affiliates on an arm's length basis pursuant to written agreements; and it shall hold

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement6.11, the Master Servicer (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 (or the Co-Trustee, with respect to The Gas Company Tower Loan), agree to any modification, 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 the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder. (b) All modifications, 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 considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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 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, or with respect to ▇▇▇▇▇’▇, Moody's $25,000,000), or is one of the ten largest Mortgage Loans by Stated 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-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, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (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 (other than the holders of the Non-Serviced Pari Passu Companion Loans) 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) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions)Loan, or (v) 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, waiver or consent, the 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 any either of the Four Seasons Resort and Club - Dallas, TX 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 Provisions. 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 of the related Mortgaged Property, in connection 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 Mortgage Loan, (B) the highest Pass-Through Rate of any Class of Certificates (other than the Class IO X Certificates) then outstanding and (C) a rate below the then prevailing interest rate for comparable loans, as determined by the Special Servicer, (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) 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 '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 's determination. The Special Servicer shall append to such Officer’s 's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination. (e) Any payment of interest that is deferred pursuant to any modification, 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 modification, waiver or amendment so permit. The foregoing shall in no way limit the Special Servicer’s '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. (f) 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 or indulgence or any other matter or thing, the granting of which is within 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 it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request; 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 Master Servicer or the Special Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (g) The Special Servicer shall notify the Master Servicer, any related Sub-Servicers, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) 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 or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof. Copies of each agreement whereby any such modification, 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 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 either of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; 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” "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 Rating Agency criteria to be reviewed by a Rating Agency, such 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 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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 on or 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 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 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 Defeasance Collateral related to one or more of 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 and may not incur any indebtedness other than as permitted by the related Mortgage or Mortgages; it shall maintain its own books, records and accounts, in each case which are separate and apart from the books, records and

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement, the Master Servicer (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 (or the Co-Trustee, with respect to The Gas Company Tower Loan), agree to any modification, 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 the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder. (b) All modifications, waivers or amendments of any Mortgage Loan (other than the Non-Serviced Mortgage Loans) (including, subject to Section 3.20(i), the lease reviews and lease consents related thereto) shall be in writing and shall be considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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 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 Loans by Lo▇▇▇ ▇▇ 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 Mortgagor or any equity owner of the borrower Mortgagor 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 Mortgagor and/or any equity owner of the borrower Mortgagor or a transfer of voting control in the borrower Mortgagor or an equity owner of the borrower Mortgagor 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, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (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 (other than the holders of the Non-Serviced Pari Passu Companion Loans) 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) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions), or (v) 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, waiver or consent, the 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 any either of the Four Seasons Resort and Club - Dallas, TX 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 Provisions. 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 of the related Mortgaged Property, in connection 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 Mortgage Loan, (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, as determined by the Special Servicer, (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) 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 '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 's determination. The Special Servicer shall append to such Officer’s 's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination. (e) Any payment of interest or recovery of costs and expenses that is deferred pursuant to any modification, 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 modification, waiver or amendment so permit. The foregoing shall in no way limit the Special Servicer’s '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. (f) 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 or indulgence or any other matter or thing, the granting of which is within 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 it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request; 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 Master Servicer or the Special Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (g) The Special Servicer shall notify the Master Servicer, any related Sub-Servicers, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) 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 or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof. Copies of each agreement whereby any such modification, 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 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 either of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; 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 Rating Agency criteria to be reviewed by a Rating Agency, such 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 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) is not one of the 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 35,000,000 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 on or 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, 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 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 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 Defeasance Collateral related to one or more of 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 ther

Modifications, Waivers, Amendments and Consents. (a) Subject to Sections 3.20(b) through 3.20(n3.20(m) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement6.11, the Master Servicer (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 (or the Co-Trustee, with respect to The Gas Company Tower Loan), agree to any modification, 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 the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder. (b) All modifications, 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 considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan 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 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, or with respect to ▇▇▇▇▇’▇, Moody's $25,000,000), or is one of the ten largest Mortgage Loans by Stated 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, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (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 (and, with respect to the 175 West Jackson Subordinate Companion Loan, the 175 West Jackson Representati▇▇) ▇▇▇ the rights (if any) of a Companion Holder (other than the holders of the Non-Serviced Pari Passu Companion Loans) pursuant ▇▇▇▇▇▇nt 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) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions)Loan, or (v) 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, waiver or consent, the 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 any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, either 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), 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 of the related Mortgaged Property, in connection 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 Mortgage Loan, (B) the highest Pass-Through Rate of any Class of Certificates (other than the Class IO X Certificates) then outstanding and (C) a rate below the then prevailing interest rate for comparable loans, as determined by the Special Servicer, (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) 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 '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 's determination. The Special Servicer shall append to such Officer’s 's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination. (e) Any payment of interest that is deferred pursuant to any modification, 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 modification, waiver or amendment so permit. The foregoing shall in no way limit the Special Servicer’s '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. (f) 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 or indulgence or any other matter or thing, the granting of which is within 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 it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request; , 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 Master Servicer or the Special Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (g) The Special Servicer shall notify the Master Servicer, any related Sub-Servicers, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) 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 or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof. Copies of each agreement whereby any such modification, 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 Four Seasons Resort and Club - Dallas, TX Loan REMIC, either REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; provided, 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” "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 Rating Agency criteria to be reviewed by a Rating Agency, such 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 such Rating AgencyAgency (provided, (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) is not one of the 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 have delivered a Defeasance Certificate substantially in the form of Exhibit N 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 on or 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 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 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 and may not incur