Common use of Modification, Waiver, Amendment and Consents Clause in Contracts

Modification, Waiver, Amendment and Consents. (a) Subject to Section 3.23(b), all (i) modifications, waivers (other than waivers of late payment charges and default interest on Performing Loans, which will be processed by the Servicer) and consents with respect to the Serviced Commercial Real Estate Loans shall be processed by the Special Servicer and (ii) Pre-Approved Modifications, Administrative Modifications and Significant Modifications shall be administratively processed by the Special Servicer; provided that, the right and obligation to approve future fundings under any Future Funding Companion Participation shall be held by the related Companion Participation Holder. Both the Servicer and the Special Servicer may communicate directly with the Obligors in connection with any Other Borrower Request or Major Decision in connection with a Performing Loan. If the Servicer receives any request for such modification, waiver (other than waivers of late payment charges and default interest on Performing Loans) or consent with respect to a Performing Loan, the Servicer shall forward such request to the Special Servicer for analysis (other than Pre-Approved Modifications, Administrative Modifications and Significant Modifications) and processing and the Servicer shall have no further liability or duty with respect thereto. Subject to the terms of Section 3.22 and Section 3.23 hereof and Section 10.10(f) of the Indenture, and in accordance with the Servicing Standard, the Special Servicer may agree to any modification, waiver or amendment of any term of, forgive or defer interest on and principal of, permit the release, addition or substitution of collateral securing any such Commercial Real Estate Loan (but with respect to substitution of collateral securing any Serviced Commercial Real Estate Loan, subject to satisfaction of the Rating Agency Condition), convert or exchange a Commercial Real Estate Loan for any other type of consideration, and/or permit the release of the related Obligor on or any guarantor of any such Commercial Real Estate Loan and/or permit any change in the management company or franchise with respect to any such Serviced Commercial Real Estate Loan without the consent of the Co-Issuers, the Trustee, any Noteholder or any Companion Participation Holder (in each case, other than any consent that is required pursuant to Section 3.22), subject, however, (other than with respect to any Pre-Approved Modification, Administrative Modification or Significant Modification), to each of the following limitations, conditions and restrictions:

Modification, Waiver, Amendment and Consents. (a) Subject to Section 3.23(b), all (i) modifications, waivers (other than waivers of late payment charges and default interest on Performing Mortgage Loans, which will may be processed by the Servicer) and consents with respect to the Serviced Commercial Real Estate Mortgage Loans shall be processed by the Special Servicer and (ii) Pre-Approved Modifications, Administrative Modifications and Significant Modifications shall be administratively processed by the Special Servicer; provided that, the right and obligation to approve future fundings under any Future Funding Companion Participation shall be held by the related Companion Participation Holder. Both the Servicer and the Special Servicer may communicate directly with the Obligors in connection with any Other Borrower Request or Major Decision in connection with a Performing LoanDecision. If the Servicer receives any request for such modification, waiver (other than waivers of late payment charges and default interest on Performing Mortgage Loans) or consent with respect to a Performing Loanconsent, the Servicer shall forward such request to the Special Servicer for analysis (other than Pre-Approved Modifications, Administrative Modifications and Significant Modifications) and processing and the Servicer shall have no further liability or duty with respect thereto. Subject to the terms of Section 3.22 and Section 3.23 hereof and Section 10.10(f) of the Indenture, and in accordance with the Servicing Standard, the Special Servicer may agree to any modification, waiver or amendment of any term of, forgive or defer interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing any such Commercial Real Estate Mortgage Loan (but with respect to substitution of collateral securing any Serviced Commercial Real Estate such Mortgage Loan, subject to satisfaction of the Rating Agency Condition), convert or exchange a Commercial Real Estate such Mortgage Loan for any other type of consideration, and/or permit the release of the related Obligor on or any guarantor of any such Commercial Real Estate Mortgage Loan and/or permit any change in the management company or franchise with respect to any such Serviced Commercial Real Estate Mortgage Loan without the consent of the Co-Issuers, the Trustee, any Noteholder or any Companion Participation Holder (in each case, other than any consent that is required pursuant to Section 3.22), subject, however, (other than with respect to any Pre-Approved Modification, Administrative Modification or Significant Modification), to each of the following limitations, conditions and restrictions:

Modification, Waiver, Amendment and Consents. (a) Subject to Section 3.23(b), all (i) modifications, waivers (other than waivers of late payment charges and default interest on Performing Loans, which will be processed by the Servicer) and consents with respect to the Serviced Commercial Real Estate Loans shall be processed by the Special Servicer and (ii) Pre-Approved Modifications, Administrative Modifications and Significant Modifications shall be administratively processed by the Special Servicer; provided that, the right and obligation to approve future fundings under any Future Funding Companion Participation shall be held by the related Companion Participation Holder. Both the Servicer and the Special Servicer may communicate directly with the Obligors in connection with any Other Borrower Request or Major Decision in connection with a Performing Loan. If the Servicer receives any request for such modification, waiver (other than waivers of late payment charges and default interest on Performing Loans) or consent with respect to a Performing Loan, the Servicer shall forward such request to the Special Servicer for analysis (other than Pre-Approved Modifications, Administrative Modifications and Significant Modifications) and processing and the Servicer shall have no further liability or duty with respect thereto. Subject to the terms of Section 3.22 and Section 3.23 hereof and Section 10.10(f) of the Indenture, and in accordance with the Servicing Standard, the Special Servicer may agree to any modification, waiver or amendment of any term of, forgive or defer interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing any such Commercial Real Estate Loan (but with respect to substitution of collateral securing any Serviced such Commercial Real Estate Loan, subject to satisfaction of the Rating Agency Condition), convert or exchange a such Commercial Real Estate Loan for any other type of consideration, and/or permit the release of the related Obligor on or any guarantor of any such Commercial Real Estate Loan and/or permit any change in the management company or franchise with respect to any such Serviced Commercial Real Estate Loan without the consent of the Co-Issuers, the Trustee, any Noteholder or any Companion Participation Holder (in each case, other than any consent that is required pursuant to Section 3.22), subject, however, (other than with respect to any Pre-Approved Modification, Administrative Modification or Significant Modification), to each of the following limitations, conditions and restrictions:00000000.00.XXXXXXXX -55-

Modification, Waiver, Amendment and Consents. (a) Subject to Section 3.23(b), all (i) modifications, waivers (other than waivers of late payment charges and default interest on Performing Loans, Mortgage Loans (which will may be processed by the Servicer)) and consents with respect to the Serviced Commercial Real Estate Mortgage Loans shall be processed by the Special Servicer and (ii) Pre-Approved Modifications, Administrative Modifications and Significant Modifications shall be administratively processed by the Special Servicer; provided that, the right and obligation to approve future fundings under any Future Funding Companion Participation shall be held by the related Companion Participation Holder. Both the Servicer and the Special Servicer may communicate directly with the Obligors in connection with any Other Borrower Request or Major Decision in connection with a Performing LoanDecision. If the Servicer receives any request for such modification, waiver (other than waivers of late payment charges and default interest on Performing Mortgage Loans) or consent with respect to a Performing Loanconsent, the Servicer shall forward such request to the Special Servicer for analysis (other than Pre-Approved Modifications, Administrative Modifications and Significant Modifications) and processing and the Servicer shall have no further liability or duty with respect thereto. Subject to the terms of Section 3.22 and Section 3.23 hereof and Section 10.10(f) of the Indenture, and in accordance with the Servicing Standard, the Special Servicer may agree to any modification, waiver or amendment of any term of, forgive or defer interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing any such Commercial Real Estate Mortgage Loan (but with respect to substitution of collateral securing any Serviced Commercial Real Estate such Mortgage Loan, subject to satisfaction of the Rating Agency Condition), convert or exchange a Commercial Real Estate such Mortgage Loan for any other type of consideration, and/or permit the release of the related Obligor on or any guarantor of any such Commercial Real Estate Mortgage Loan and/or permit any change in the management company or franchise with respect to any such Serviced Commercial Real Estate Mortgage Loan without the consent of the Co-Issuers, the Trustee, any Noteholder or any Companion Participation Holder (in each case, other than any consent that is required pursuant to Section 3.22), subject, however, (other than with respect to any Pre-Approved Modification, Administrative Modification or Significant Modification), to each of the following limitations, conditions and restrictions:

Modification, Waiver, Amendment and Consents. (a) Subject to Section 3.23(b), all (i) All modifications, waivers (other than waivers of late payment charges and default interest on Performing Loans, Mortgage Loans that are not Specially Serviced Mortgage Loans (which will may be processed by the Servicer)), consents (including, without limitation, Administrative Modifications and Criteria-Based Modifications) and consents with respect to the Serviced Commercial Real Estate Mortgage Loans shall be processed by the Special Servicer and (ii) Pre-Approved Modifications, Administrative Modifications and Significant Modifications shall be administratively processed by the Special Servicer; provided that, the right and obligation to approve future fundings funding under any Future Funding Companion Participation shall be held by the Lument Structured Finance or a related Companion Participation Holder. Both the Servicer and the Special Servicer may communicate directly with the Obligors in connection with any Other Borrower Request or Major Decision in connection with a Performing Loan. If the Servicer receives any request for such modification, waiver (other than waivers of late payment charges and default interest on Performing Mortgage Loans that are not Specially Serviced Mortgage Loans) or consent with respect to a Performing Loanconsent, the Servicer shall forward such request to the Special Servicer for analysis (other than Pre-Approved Modifications, Administrative Modifications and Significant Modifications) and processing and the Servicer shall have no further liability or duty with respect thereto. Subject to the terms of Section 3.22 and Section 3.23 2.03(c) hereof and Section 10.10(f) of the Indenture, and in accordance with the Servicing Standard, the Special Servicer may agree to any modification, waiver or amendment of any term of, forgive or defer interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing any such Commercial Real Estate Mortgage Loan (but with respect to substitution of collateral securing any Serviced Commercial Real Estate such Mortgage Loan, subject to satisfaction of the Rating Agency Condition), convert or exchange a Commercial Real Estate such Mortgage Loan for any other type of consideration, and/or permit the release of the related Obligor on or any guarantor of any such Commercial Real Estate Mortgage Loan and/or permit any change in the management company or franchise with respect to any such Serviced Commercial Real Estate Mortgage Loan without the consent of the Co-Issuers, the Trustee, any Noteholder or any Companion Participation Holder (in each case, other than any consent that is required pursuant to Section 3.22)Holder, subject, however, (other than with respect to any Pre-Approved Modification, an Administrative Modification or Significant a Criteria-Based Modification), to each of the following limitations, conditions and restrictions:

Modification, Waiver, Amendment and Consents. (a) Subject to Section 3.23(b), all (i) All modifications, waivers (other than waivers of late payment charges and default interest on Performing Loans, Mortgage Loans that are not Specially Serviced Mortgage Loans (which will may be processed by the Servicer)), consents (including, without limitation, Administrative Modifications and Criteria-Based Modifications) and consents with respect to the Serviced Commercial Real Estate Mortgage Loans shall be processed by the Special Servicer and (ii) Pre-Approved Modifications, Administrative Modifications and Significant Modifications shall be administratively processed by the Special Servicer; provided that, the right and obligation to approve future fundings funding under any Future Funding Companion Participation shall be held by the Lument Structured Finance or a related Companion Participation Holder. Both the Servicer and the Special Servicer may communicate directly with the Obligors in connection with any Other Borrower Request or Major Decision in connection with a Performing Loan. If the Servicer receives any request for such modification, waiver (other than waivers of late payment charges and default interest on Performing Mortgage Loans that are not Specially Serviced Mortgage Loans) or consent with respect to a Performing Loanconsent, the Servicer shall forward such request to the Special Servicer for analysis (other than Pre-Approved Modifications, Administrative Modifications and Significant Modifications) and processing and the Servicer shall have no further liability or duty with respect thereto. Subject to the terms of Section 3.22 and Section 3.23 2.03(c) hereof and Section 10.10(f) of the Indenture, and in accordance with the Servicing Standard, the Special Servicer may agree to any modification, waiver or amendment of any term of, forgive or defer interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing any such Commercial Real Estate Mortgage Loan (but with respect to substitution of collateral securing any Serviced Commercial Real Estate such Mortgage Loan, subject to satisfaction of the Rating Agency Condition), convert or exchange a Commercial Real Estate such Mortgage Loan for any other type of consideration, and/or permit the release of the related Obligor on or any guarantor of any such Commercial Real Estate Mortgage Loan and/or permit any change in the management company or franchise with respect to any such Serviced Commercial Real Estate Mortgage Loan without the consent of the Co-IssuersIssuer, the Trustee, any Class A Lender, any Noteholder or any Companion Participation Holder (in each case, other than any consent that is required pursuant to Section 3.22)Holder, subject, however, (other than with respect to any Pre-Approved Modification, an Administrative Modification or Significant a Criteria-Based Modification), to each of the following limitations, conditions and restrictions:

Modification, Waiver, Amendment and Consents. (a) Subject to Section 3.23(b), all (i) modifications, waivers (other than waivers of late payment charges and default interest on Performing Commercial Real Estate Loans, which will may be processed by the Servicer) and consents with respect to the Serviced Commercial Real Estate Loans shall be processed by the Special Servicer and (ii) Pre-Approved Modifications, Administrative Modifications and Significant Criteria-Based Modifications shall be administratively processed by the Special Servicer; provided that, the right and obligation to approve future fundings under any Future Funding Companion Participation shall be held by the related Companion Participation Holder. Both the Servicer and the Special Servicer may communicate directly with the Obligors in connection with any Other Borrower Request or Major Decision in connection with a Performing LoanDecision. If the Servicer receives any request for such modification, waiver (other than waivers of late payment charges and default interest on Performing Loans) or consent with respect to a Performing Loanconsent, the Servicer shall forward such request to the Special Servicer for analysis (other than Pre-Approved Modifications, Administrative Modifications and Significant Modifications) and processing and the Servicer shall have no further liability or duty with respect thereto. Subject to the terms of Section 3.22 and Section 3.23 hereof and Section 10.10(f) of the Indenture, and in accordance with the Servicing Standard, the Special Servicer may agree to any modification, waiver or amendment of any term of, forgive or defer interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing any such Commercial Real Estate Loan (but with respect to substitution of collateral securing any Serviced such Commercial Real Estate Loan, subject to satisfaction of the Rating Agency Condition), convert or exchange a such Commercial Real Estate Loan for any other type of consideration, and/or permit the release of the related Obligor on or any guarantor of any such Commercial Real Estate Loan and/or permit any change in the management company or franchise with respect to any such Serviced Commercial Real Estate Loan without the consent of the Co-Issuers, the Trustee, any Noteholder or any Companion Participation Holder (in each case, other than any consent that is required pursuant to Section 3.22)Holder, subject, however, (other than with respect to any Pre-Approved Modification, an Administrative Modification or Significant Criteria-Based Modification), to each of the following limitations, conditions and restrictions:

Modification, Waiver, Amendment and Consents. (a) Subject to Section 3.23(b), all (i) modifications, waivers (other than waivers of late payment charges and default interest on Performing Loans, which will be processed by the Servicer) and consents with respect to the Serviced Commercial Real Estate Loans shall be processed by the Special Servicer and (ii) Pre-Approved Modifications, Administrative Modifications and Significant Criteria-Based Modifications shall be administratively processed by the Special Servicer; provided that, the right and obligation to approve future fundings under any Future Funding Companion Participation shall be held by the related Companion Participation Holder. Both the Servicer and the Special Servicer may communicate directly with the Obligors in connection with any Other Borrower Request or Major Decision in connection with a Performing Loan. If the Servicer receives any request for such modification, waiver (other than waivers of late payment charges and default interest on Performing Loans) or consent with respect to a Performing Loan, the Servicer shall forward such request to the Special Servicer for analysis (other than Pre-Approved Modifications, Administrative Modifications and Significant Criteria-Based Modifications) and processing and the Servicer shall have no further liability or duty with respect thereto. Subject to the terms of Section 3.22 and Section 3.23 hereof and Section 10.10(f) of the Indenture, and in accordance with the Servicing Standard, the Special Servicer may agree to any modification, waiver or amendment of any term of, forgive or defer interest on and principal of, permit the release, addition or substitution of collateral securing any such Commercial Real Estate Loan (but with respect to substitution of collateral securing any Serviced Commercial Real Estate Loan, subject to satisfaction of the Rating Agency Condition), convert or exchange a Commercial Real Estate Loan for any other type of consideration, and/or permit the release of the related Obligor on or any guarantor of any such Commercial Real Estate Loan and/or permit any change in the management company or franchise with respect to any such Serviced Commercial Real Estate Loan without the consent of the Co-Issuers, the Trustee, any Noteholder or any Companion Participation Holder (in each case, other than any consent that is required pursuant to Section 3.22), subject, however, (other than with respect to any Pre-Approved Modification, Administrative Modification or Significant Criteria-Based Modification), to each of the following limitations, conditions and restrictions:

Modification, Waiver, Amendment and Consents. (a) Subject to Section 3.23(b), all (i) modifications, waivers (other than waivers of late payment charges and default interest on Performing Loans, which will be processed by the Servicer) and consents with respect to the Serviced Commercial Real Estate Loans shall be processed by the Special Servicer and (ii) Pre-Approved Modifications, Administrative Modifications and Significant Modifications shall be administratively processed by the Special Servicer; provided that, the right and obligation to approve future fundings under any Future Funding Companion Participation shall be held by the related Companion Participation Holder. Both the Servicer and the Special Servicer may communicate directly with the Obligors in connection with any Other Borrower Request or Major Decision in connection with a Performing Loan. If the Servicer receives any request for such modification, waiver (other than waivers of late payment charges and default interest on Performing Loans) or consent with respect to a Performing Loan, the Servicer shall forward such request to the Special Servicer for analysis (other than Pre-Approved Modifications, Administrative Modifications and Significant Modifications) and processing and the Servicer shall have no further liability or duty with respect thereto. Subject to the terms of Section 3.22 and Section 3.23 hereof and Section 10.10(f) of the Indenture, and in accordance with the Servicing Standard, the Special Servicer may agree to any modification, waiver or amendment of any term of, forgive or defer interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing any such Commercial Real Estate Loan (but with respect to substitution of collateral securing any Serviced Commercial Real Estate Loan, subject to satisfaction of the Rating Agency Condition), convert or exchange a Commercial Real Estate Loan for any other type of consideration, and/or permit the release of the related Obligor on or any guarantor of any such Commercial Real Estate Loan and/or permit any change in the management company or franchise with respect to any such Serviced Commercial Real Estate Loan without the consent of the Co-Issuers, the Trustee, any Noteholder or any Companion Participation Holder (in each case, other than any consent that is required pursuant to Section 3.22), subject, however, (other than with respect to any Pre-Approved Modification, Administrative Modification or Significant Modification), to each of the following limitations, conditions and restrictions:

Modification, Waiver, Amendment and Consents. (a) Subject to Section 3.23(b), all (i) modifications, waivers (other than waivers of late payment charges and default interest on Performing Commercial Real Estate Loans, which will may be processed by the Servicer) and consents with respect to the Serviced Commercial Real Estate Loans shall be processed by the Special Servicer and (ii) Pre-Approved Modifications, Administrative Modifications and Significant Criteria-Based Modifications shall be administratively processed by the Special Servicer; provided that, the right and obligation to approve future fundings under any Future Funding Companion Participation shall be held by the related Companion Participation Holder. Both the Servicer and the Special Servicer may communicate directly with the Obligors in connection with any Other Borrower Request or Major Decision in connection with a Performing LoanDecision. If the Servicer receives any request for such modification, waiver (other than waivers of late payment charges and default interest on Performing Loans) or consent with respect to a Performing Loanconsent, the Servicer shall forward such request to the Special Servicer for analysis (other than Pre-Approved Modifications, Administrative Modifications and Significant Modifications) and processing and the Servicer shall have no further liability or duty with respect thereto. Subject to the terms of Section 3.22 and Section 3.23 hereof and Section 10.10(f) of the Indenture, and in accordance with the Servicing Standard, the Special Servicer may agree to any modification, waiver or amendment of any term of, forgive or defer interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing any such Commercial Real Estate Loan (but with respect to substitution of collateral securing any Serviced such Commercial Real Estate Loan, subject to satisfaction of the Rating Agency Condition), convert or exchange a such Commercial Real Estate Loan for any other type of consideration, and/or permit the release of the related Obligor on or any guarantor of any such Commercial Real Estate Loan and/or permit any change in the management company or franchise with respect to any such Serviced Commercial Real Estate Loan without the consent of the Co-Issuers, the Trustee, any Noteholder or any Companion Participation Holder (in each case, other than any consent that is required pursuant to Section 3.22)Holder, subject, however, (other than with respect to any Pre-Approved Modification, an Administrative Modification or Significant and Criteria-Based Modification), to each of the following limitations, conditions and restrictions: