Common use of Modifications of Loan Documents Clause in Contracts

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decision) or the Special Servicer (if a Special Servicing Loan Event occurs and is continuing) may, subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to the occurrence and continuance of a Control Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) after the occurrence and during the continuance of a Control Event but prior to the occurrence of a Consultation Termination Event, modify, waive or amend any term of the Whole Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either (i) cause the Trust REMIC to fail to qualify as a REMIC under the Code or (ii) subject the Trust REMIC to any tax under the REMIC Provisions (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (a) seven (7) years prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the Borrower. In connection with (i) the release of the Mortgaged Property or portion thereof from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion of the Mortgaged Property, for purposes of REMIC qualification of the Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. The Servicer shall provide to the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, the Special Servicer shall forward such notice to the Directing Certificateholder.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs has occurred and is continuing) may, subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to the occurrence and continuance of a Control Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) after Holder, during any Subordinate Control Period or Subordinate Consultation Period, and of the occurrence and during the continuance of a Control Event but prior to the occurrence of a Risk Retention Consultation Termination EventParty, modify, waive or amend any term of the Whole Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either (i) cause either the Trust Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a “grantor trust” under the Code or (ii) subject constitute a “significant modification” of the Trust REMIC Whole Loan pursuant to any tax under the REMIC Provisions Treasury Regulations Section 1.860G-2(b) (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (a) seven (7) years prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerDate. In connection with (i) the release of the Mortgaged Property or portion thereof from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion Property, or the fair market value of the Mortgaged real property constituting the remaining Property, for purposes of REMIC qualification of the Mortgage Whole Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. The Servicer shall provide , to the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, extent required by the Special Servicer shall forward such notice to the Directing CertificateholderREMIC Provisions.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs has occurred and is continuing) may, subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to the occurrence and continuance of a Control Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) after the occurrence and Holder during the continuance of a any Subordinate Control Event but prior to the occurrence of a Period or Subordinate Consultation Termination EventPeriod, modify, waive or amend any term of the Whole Mortgage Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either (i) cause either the Trust Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code or (ii) subject constitute a “significant modification” of the Trust REMIC Mortgage Loan pursuant to any tax under the REMIC Provisions Treasury regulations Section 1. 860G-2(b) (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (a) seven (7) five years prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerDate. In connection with (i) the release of the Mortgaged Property or portion thereof from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion Property, or the fair market value of the Mortgaged real property constituting the remaining Property, for purposes of REMIC qualification of the Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. The Servicer shall provide , to the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, extent required by the Special Servicer shall forward such notice to the Directing CertificateholderREMIC regulations.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs has occurred and is continuing) may, subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to the occurrence and continuance of a Control Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) after Holder, during any Subordinate Control Period or Subordinate Consultation Period, and of the occurrence and during the continuance of a Control Event but prior to the occurrence of a Risk Retention Consultation Termination EventParty, modify, waive or amend any term of the Whole Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either (i) cause either the Trust Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a “grantor trust” under the Code or (ii) subject constitute a “significant modification” of the Trust REMIC Whole Loan pursuant to any tax under the REMIC Provisions Treasury Regulations Section 1.860G-2(b) (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (a) seven (7) five years prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerDate. In connection with (i) the release of the Mortgaged Property or portion thereof from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion Property, or the fair market value of the Mortgaged real property constituting the remaining Property, for purposes of REMIC qualification of the Mortgage Whole Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. The Servicer shall provide , to the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, extent required by the Special Servicer shall forward such notice to the Directing CertificateholderREMIC Provisions.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and or is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs and is continuing) may), subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) Controlling Class Representative after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event and (z) the consultation and review rights of the Operating Advisor provided for in this Agreement after the occurrence and during the continuance of an Operating Advisor Consultation Event, may modify, waive or amend any term of the Whole Loan if such modification, waiver or amendment (a) is consistent with the Accepted Servicing Practices and (b) does not either (i) cause the Trust result in an Adverse REMIC to fail to qualify as a REMIC under the Code or (ii) subject the Trust REMIC to any tax under the REMIC Provisions Event (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination)) or cause any REMIC related to any Other Securitization Trust securities to fail to qualify as a REMIC under the Code. Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Stated Maturity Date beyond the date that is the earlier of (a) seven (7) years prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerDate. In connection with (i) the release of the Mortgaged a Property or a portion thereof of a Property from the lien of the related Mortgage or (ii) the taking of the Mortgaged a Property or portion thereof of a Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion of the Mortgaged such Property, for purposes of REMIC qualification of the Mortgage Trust Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. The Servicer shall provide to the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, the Special Servicer shall forward such notice to the Directing Certificateholder.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs has occurred and is continuing) may, subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to the occurrence and continuance of a Control Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) after the occurrence and Holder during the continuance of a any Subordinate Control Event but prior to the occurrence of a Period or Subordinate Consultation Termination EventPeriod, modify, waive or amend any term of the Whole Mortgage Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either (i) cause either the Trust Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code or (ii) subject constitute a “significant modification” of the Trust REMIC Mortgage Loan pursuant to any tax under the REMIC Provisions Treasury Regulations Section 1.860G-2(b) (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (ai) seven (7) five years prior to the latest Rated Final Distribution Date and (b2) the date that is 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground leaseGround Lease, 10 years, prior to the end of the current term of the ground leaseGround Lease, plus any options to extend the ground lease Ground Lease unilaterally exercisable unilaterally by the Borrower. In connection with (i) the release of the Mortgaged Property or portion thereof from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion Property, or the fair market value of the Mortgaged real property constituting the remaining Property, for purposes of REMIC qualification of the Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. The Servicer shall provide , to the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, extent required by the Special Servicer shall forward such notice to the Directing CertificateholderREMIC regulations.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs has occurred and is continuing) may, subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to the occurrence and continuance of a Control Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) after Holder, during any Subordinate Control Period or Subordinate Consultation Period, and of the occurrence and during the continuance of a Control Event but prior to the occurrence of a Risk Retention Consultation Termination EventParty, modify, waive or amend any term of the Whole Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either (i) cause either the Trust Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a “grantor trust” under the Code or (ii) subject constitute a “significant modification” of the Trust REMIC Whole Loan pursuant to any tax under the REMIC Provisions Treasury Regulations Section 1.860G-2(b) (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (a) seven (7) years prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerDate. In connection with (i) the release of the Mortgaged Property or portion thereof from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion Property, or the fair market value of the Mortgaged real property constituting the remaining Property, for purposes of REMIC qualification of the Mortgage Whole Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. The Servicer shall provide , to the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, extent required by the Special Servicer shall forward such notice to the Directing CertificateholderREMIC Provisions.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs has occurred and is continuing) may, subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to the occurrence and continuance of a Control Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) after Holder, during any Subordinate Control Period or Subordinate Consultation Period, and of the occurrence and during the continuance of a Control Event but prior to the occurrence of a Risk Retention Consultation Termination EventParty, modify, waive or amend any term of the Whole Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either (i) cause either the Trust Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code or (ii) subject constitute a “significant modification” of the Trust REMIC Whole Loan pursuant to any tax under the REMIC Provisions Treasury Regulations Section 1.860G-2(b) (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (a) seven (7) years prior to the latest Rated Final Distribution Date and Date. With respect to any action as to which the Special Servicer’s consent is required under this Agreement (bincluding any applicable Major Decision), the Servicer must obtain the consent of the Special Servicer who, in turn, shall obtain the consent of the Directing Holder (during any Subordinate Control Period) 20 years or, prior to granting its approval to the extent consistent with Accepted Servicer to take such action. After obtaining such approval, the Servicer shall be responsible for processing such action (if no Special Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerLoan Event has occurred and is continuing). In connection with (i) the release of the Mortgaged Property or portion thereof from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion Property, or the fair market value of the Mortgaged real property constituting the remaining Property, for purposes of REMIC qualification of the Mortgage Whole Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any, to the extent required by the REMIC Provisions. The Servicer shall provide Any modification, extension, waiver or amendment of the payment terms of the Trust Loan and the Companion Loans will be required to be structured to be consistent with the allocation and payment priorities in the related Loan Documents and the Co-Lender Agreement, such that neither the Trust as holder of the Trust Loan nor a Companion Loan Holder gains a priority over the other such holder that is not reflected in the related Loan Documents and the Co-Lender Agreement. Certain modifications, waivers or amendments with respect to the Companion Loans may be subject to the consent of the Companion Loan Holders and the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, the Special Servicer shall forward such notice described pursuant to the Directing Certificateholderterms of this Agreement and the Co-Lender Agreement.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if during a Special Servicing Loan Event occurs and is continuing) mayEvent), subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to the occurrence and continuance of a Control Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) after Mezzanine Lenders under the occurrence and during the continuance of a Control Event but prior to the occurrence of a Consultation Termination EventIntercreditor Agreement, may modify, waive or amend any term of the Whole Trust Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either (i) cause the Trust result in an Adverse REMIC to fail to qualify as a REMIC under the Code or (ii) subject the Trust REMIC to any tax under the REMIC Provisions Event (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Stated Maturity Date beyond the date that is the earlier of (a) seven (7) five years prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerDate. In connection with (i) the release of the Mortgaged any Property or portion thereof from the lien of the related Mortgage or (ii) the taking of the Mortgaged any Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion of the Mortgaged PropertyProperties, for purposes of REMIC qualification of the Mortgage Trust Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. (b) All modifications, waivers or amendments of the Whole Loan shall be in writing and shall be effected in a manner consistent with Accepted Servicing Practices and the REMIC Provisions and the provisions of the Co-Lender Agreement. The Servicer shall provide to or the Special Servicer notice of all Borrower requests related to any Whole Servicer, as applicable, shall notify the Certificate Administrator, the Trustee, the Companion Loan modification or assumption andHolders, the Controlling Class Representative (so long as no Consultation Termination Event is continuing) and the Depositor, in writing, of any modification, waiver or amendment of any term of the Whole Loan and the date thereof, and shall deliver to the Certificate Administrator (in its capacity as custodian), the Companion Loan Holders and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) an original recorded counterpart of the agreement relating to such modification, waiver or amendment within ten (10) Business Days following the execution and recordation thereof. In the event the Servicer or Special Servicer adversely modifies the interest rate applicable to any Note, any aggregate adverse economic effect of the modification shall be applied to the Certificates, in reverse order of seniority. If the Whole Loan is modified, the Trust Loan Rate on each Note shall not change for purposes of distributions on the Certificates. Notwithstanding the foregoing, neither the Servicer nor the Special Servicer shall modify the Trust Loan Rates unless the Trust Loan is in default or default is reasonably foreseeable. (c) Subject to Section 3.26, any modification of the Loan Documents that requires a Rating Agency Confirmation pursuant to the Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining such Rating Agency Confirmation in the Loan Documents, shall not be made without the Servicer’s or the Special Servicer’s, as applicable, first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Loan Borrowers’ expense in accordance with the Loan Agreement or, if not so provided in the Loan Agreement or if none of the Loan Borrowers pay, at the expense of the Trust Fund. (d) Promptly after the occurrence and during the continuance of a Special Servicing Loan Event, the Special Servicer shall forward request from the Certificate Administrator the name of the current Controlling Class Representative. Upon receipt of the name of such notice current Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative that a Special Servicing Loan Event has occurred. The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative only to the Directing Certificateholderextent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide (on a reasonably prompt basis) such list to the Special Servicer and the Servicer at the expense of the Trust Fund. (e) Subject to Section 3.26, prior to implementing any of the following actions, the Servicer or the Special Servicer shall obtain a Rating Agency Confirmation with respect to such action: (i) any transfer of the Properties or any portion of the Properties, or any transfer of any direct or indirect ownership interest in a Loan Borrower to the extent the Loan Lender’s consent is required under the Loan Documents, except in each case as expressly permitted by the Loan Documents without the Loan Lender’s consent or in connection with a pending or threatened condemnation; (ii) any consent to incurrence of additional debt by a Loan Borrower or mezzanine debt by a direct or indirect parent of a Loan Borrower, including modification of the terms of any document evidencing or securing any such additional debt and of any intercreditor or subordination agreement executed in connection therewith and any waiver of or amendment or modification to the terms of any such document or agreement, in each case to the extent the mortgagee’s approval is required by the Loan Documents; and (iii) any of the actions described in clauses (v), (vi) , (vii) or (ix) of the definition of “Major Decision”. Notwithstanding the foregoing, the Servicer and Special Servicer may, subject to certain conditions (but without any Rating Agency Confirmation) grant a Loan Borrower’s request for consent to subject the Properties to an easement, right-of-way or similar agreement for utilities, access, parking, public improvements or another similar purpose and may consent to subordination of the Whole Loan to such easement, right-of-way or similar agreement. (f) Notwithstanding the foregoing, the Servicer shall not permit the substitution of the Properties pursuant to the defeasance provisions of the Loan Agreement unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Servicer has received (i) replacement collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the Loan Documents, in an amount sufficient to make all scheduled payments required under the terms of the Whole Loan when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on the Whole Loan in compliance with the requirements of the terms of the Loan Documents, (iii) one or more Opinions of Counsel (at the expense of the Loan Borrowers) to the effect that the Trustee, on behalf of the Trust Fund, will have a first priority perfected security interest in such substituted property; provided, however, that, to the extent consistent with the Loan Documents, the Loan Borrowers shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the Loan Documents, the Loan Borrowers shall establish a single purpose entity to act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the Loan Documents, the Servicer shall use its reasonable efforts to require the Loan Borrowers to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible under the Loan Documents, the Servicer shall obtain, at the expense of the Loan Borrowers, Rating Agency Confirmation from each Rating Agency. (g) The Servicer shall deposit all payments received by it from defeasance collateral substituted for any Property into the Collection Account and treat any such payments as payments made on the Whole Loan in advance of its Payment Date, and not as a prepayment of the Whole Loan. Notwithstanding anything herein to the contrary, in no event shall the Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a leap year).

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and or is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs and is continuing) may), subject to (w) the rights of the Mezzanine Lender under the Intercreditor Agreement, (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) Controlling Class Representative prior to the occurrence and continuance of a Control EventTermination Event with respect to Major Decisions, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) Controlling Class Representative after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination EventEvent with respect to Major Decisions and (z) the consultation and review rights of the Operating Advisor provided for in this Agreement after the occurrence and during the continuance of an Operating Advisor Consultation Event with respect to Major Decisions, may modify, waive or amend any term of the Whole Mortgage Loan if such modification, waiver or amendment (a) is consistent with the Accepted Servicing Practices and (b) does not either (i) cause the Trust result in an Adverse REMIC to fail to qualify as a REMIC under the Code or (ii) subject the Trust REMIC to any tax under the REMIC Provisions Event (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination)) or cause any REMIC related to any Other Securitization Trust securities to fail to qualify as a REMIC under the Code. Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Stated Maturity Date beyond the date that is the earlier of (a) seven (7) five years prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerDate. In connection with (i) the release of the Mortgaged Property or a portion thereof of the Property from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property or portion thereof of the Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion of the Mortgaged such Property, for purposes of REMIC qualification of the Mortgage Trust Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. (b) All modifications, waivers or amendments of the Mortgage Loan shall be in writing and shall be effected in a manner consistent with Accepted Servicing Practices, the REMIC Provisions and the provisions of the Co-Lender Agreement. The Servicer shall provide to or the Special Servicer notice of all Borrower requests related to any Whole Servicer, as applicable, shall notify the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor, the Companion Loan modification or assumption andHolders, the Controlling Class Representative (so long as no Consultation Termination Event is continuing) and the Depositor, in writing, of any modification, waiver or amendment of any term of the Mortgage Loan and the date thereof, and shall deliver to the Custodian an original and, if applicable, recorded counterpart of the agreement relating to such modification, waiver or amendment within ten (10) Business Days following the execution and, if applicable, recordation thereof . In the event the Servicer or Special Servicer modifies the interest rate applicable to any Note, any aggregate adverse economic effect of the modification shall be applied to the Certificates, in reverse order of seniority. If the Mortgage Loan is modified, the Note Rate on each Note shall not change for purposes of distributions on the Certificates. Notwithstanding the foregoing, neither the Servicer nor the Special Servicer shall modify the Note Rates unless the Trust Loan is in default or default is reasonably foreseeable. (c) Subject to Section 3.24, any modification of the Loan Documents that requires a Rating Agency Confirmation pursuant to the Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining such Rating Agency Confirmation in the Loan Documents, shall not be made without the Servicer’s or the Special Servicer’s, as applicable, first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Loan Borrower’s expense in accordance with the Loan Agreement or, if not so provided in the Loan Agreement or if the Loan Borrower does not pay, at the expense of the Trust Fund. (d) Promptly after the occurrence and during the continuance of a Special Servicing Loan Event, the Special Servicer shall forward notify the Controlling Class Representative that a Special Servicing Loan Event has occurred. The Special Servicer shall be entitled to request from the Certificate Administrator the name of the current Controlling Class Representative; provided, however, the Special Servicer shall have no obligation to make such request and shall be entitled to rely on the most recent notice with respect to the Directing Certificateholderidentity of the Controlling Class Representative pursuant to Section 6.5(d). The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide (on a reasonably prompt basis) such list to the Special Servicer and the Servicer at the expense of the Trust Fund. (e) Subject to Section 3.24, prior to implementing any of the following actions, the Servicer or the Special Servicer shall obtain a Rating Agency Confirmation with respect to such action: (i) approval of the termination or replacement of the Property Manager, to the extent the Loan Lender’s approval is required by the Loan Documents; and (ii) any of the actions described in clauses (i), (ii), (iii), (iv), (xi) or (xii) of the definition of “Major Decision”. Notwithstanding the foregoing, the Servicer and Special Servicer may, subject to certain conditions (but without any Rating Agency Confirmation) grant a Loan Borrower’s request for consent to subject the Property to an easement, right-of-way or similar agreement for utilities, access, parking, public improvements or another similar purpose and may consent to subordination of the Mortgage Loan to such easement, right-of-way or similar agreement. (f) Notwithstanding the foregoing, the Servicer shall not permit the substitution of the Property pursuant to the defeasance provisions of the Loan Agreement unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Servicer has received (i) replacement collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the Loan Documents, in an amount sufficient to make all scheduled payments required under the terms of the Mortgage Loan when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on the Mortgage Loan in compliance with the requirements of the terms of the Loan Documents, (iii) one or more Opinions of Counsel (at the expense of the Loan Borrower) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted property; provided, however, that, to the extent consistent with the Loan Documents, the Loan Borrower shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the Loan Documents, the Loan Borrower shall establish a single purpose entity to act as a successor mortgagor, if so required by the Rating Agency, (v) to the extent permissible under the Loan Documents, the Servicer shall use its reasonable efforts to require the Loan Borrower to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible under the Loan Documents, the Servicer shall obtain, at the expense of the Loan Borrower, Rating Agency Confirmation from the Rating Agency. (g) The Servicer shall deposit all payments received by it from defeasance collateral substituted for the Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan in advance of its Payment Date, and not as a prepayment of the Mortgage Loan. Notwithstanding anything herein to the contrary, in no event shall the Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a leap year).

Modifications of Loan Documents. (a) ) (i) The Servicer (if no Special Servicing Loan Event has occurred and or is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs and is continuing) may), subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) Controlling Class Representative after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event and (z) the consultation and review rights of the Operating Advisor provided for in this Agreement after the occurrence and during the continuance of an Operating Advisor Consultation Event, may modify, waive or amend any term of the Whole Loan if such modification, waiver or amendment (a) is consistent with the Accepted Servicing Practices and (b) does not either (i) cause the Trust result in an Adverse REMIC to fail to qualify as a REMIC under the Code or (ii) subject the Trust REMIC to any tax under the REMIC Provisions Event (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination)) or cause any REMIC related to any Other Securitization Trust securities to fail to qualify as a REMIC under the Code. Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Stated Maturity Date beyond the date that is the earlier of (a) seven (7) years prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerDate. In connection with (i) the release of the Mortgaged a Property or a portion thereof of a Property from the lien of the related Mortgage or (ii) the taking of the Mortgaged a Property or portion thereof of a Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion of the Mortgaged such Property, for purposes of REMIC qualification of the Mortgage Trust Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. The Servicer shall provide to the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, the Special Servicer shall forward such notice to the Directing Certificateholder.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if a Special Servicing Loan Event occurs has occurred and is continuing) may, subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to the occurrence and continuance of a Control Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) after Holder, during any Subordinate Control Period or Subordinate Consultation Period, and of the occurrence and during the continuance of a Control Event but prior to the occurrence of a Risk Retention Consultation Termination EventParty, modify, waive or amend any term of the Whole Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either (i) cause either the Trust Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code or (ii) subject constitute a “significant modification” of the Trust REMIC Whole Loan pursuant to any tax under the REMIC Provisions Treasury Regulations Section 1.860G-2(b) (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (a) seven (7) years prior to the latest Rated Final Distribution Date and Date. With respect to any action as to which the Special Servicer’s consent is required under this Agreement (bincluding any applicable Major Decision), the Servicer must obtain the consent of the Special Servicer who, in turn, shall obtain the consent of the Directing Holder (during any Subordinate Control Period) 20 years or, prior to granting its approval to the extent consistent with Accepted Servicer to take such action. After obtaining such approval, the Servicer shall be responsible for processing such action (if no Special Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerLoan Event has occurred and is continuing). In connection with (i) the release of the Mortgaged Property or portion thereof from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion Property, or the fair market value of the Mortgaged real property constituting the remaining Property, for purposes of REMIC qualification of the Mortgage Whole Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any, to the extent required by the REMIC Provisions. The Servicer shall provide Any modification, extension, waiver or amendment of the payment terms of the Trust Loan and any Companion Loan will be required to be structured to be consistent with the allocation and payment priorities in the related Loan Documents and the Agreement Between Note Holders, such that neither the Trust as holder of the Trust Loan nor a Companion Loan Holder gains a priority over the other such holder that is not reflected in the related Loan Documents and the Agreement Between Note Holders. Certain modifications, waivers or amendments with respect to a Companion Loan may be subject to the consent of a Companion Loan Holder and the Special Servicer notice of all Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, the Special Servicer shall forward such notice described pursuant to the Directing Certificateholderterms of this Agreement and the Agreement Between Note Holders.

Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decisioncontinuing) or the Special Servicer (if during a Special Servicing Loan Event occurs and is continuingEvent) may, subject to (x) the Special Servicer obtaining the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to the occurrence and continuance of a Control Event, and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such rights pursuant to Section 9.3(a) herein) after the occurrence and during the continuance of a Control Event but prior to the occurrence of a Consultation Termination Event, may modify, waive or amend any term of the Whole Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either (i) cause either the Trust Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code or (ii) subject constitute a “significant modification” of the Trust REMIC Whole Loan pursuant to any tax under the REMIC Provisions Treasury Regulations Section 1.860G-2(b) (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (a) seven (7) five years prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the BorrowerDate. In connection with (i) the release of any portion of the Mortgaged Property or portion thereof from the lien of the related Mortgage or (ii) the taking of any portion of the Mortgaged Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the Borrower of) the loan-to-value ratio of the remaining portion Property or the fair market value of the Mortgaged real property constituting the remaining Property, for purposes of REMIC qualification of the Mortgage Whole Loan, then, unless otherwise then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. (b) All modifications, waivers or amendments of the Whole Loan shall be in writing and shall be effected in a manner consistent with Accepted Servicing Practices, the REMIC Provisions and the provisions of the Co-Lender Agreement. The Servicer or the Special Servicer, as applicable, shall provide notify the Certificate Administrator, the Trustee, the Companion Loan Holders and the Depositor, in writing, of any modification, waiver or amendment of any term of the Whole Loan and the date thereof, and shall deliver to the Certificate Administrator (with a copy to the Trustee and each Companion Loan Holder) an original recorded counterpart of the agreement relating to such modification, waiver or amendment within ten (10) Business Days following the execution and recordation thereof. In the event the Servicer or Special Servicer notice Servicer, or a court of all Borrower requests related competent jurisdiction in connection with a workout or proposed workout of the Whole Loan, modifies the interest rate applicable to any the Whole Loan, the aggregate adverse economic effect of the modification (if any) shall be applied to the Certificates, in reverse order of seniority. If the Whole Loan is modified, the Net Mortgage Rate shall not change for purposes of distributions on the Certificates. (c) Subject to Section 3.27 of this Agreement, any modification of the Loan Documents that requires a Rating Agency Confirmation pursuant to the Loan Documents, or assumption andany modification that would eliminate, modify or alter the requirement of obtaining such Rating Agency Confirmation in the Loan Documents, shall not be made without the Servicer’s or the Special Servicer’s, as applicable, first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Borrower’s expense in accordance with the Loan Agreement or, if not so long as no Consultation Termination Event is continuingprovided in the Loan Agreement or if the Borrower does not pay, at the expense of the Trust Fund. (d) Subject to Section 3.27 of this Agreement, prior to implementing any Major Decision, the Servicer or the Special Servicer shall forward obtain a Rating Agency Confirmation with respect to such Major Decision. (e) Notwithstanding the foregoing, the Servicer and (if a Special Servicing Loan Event is continuing) Special Servicer may, in accordance with Accepted Servicing Practices (without any Rating Agency Confirmation), grant the Borrower’s request for consent to subject the Property to a non-material easement, right of way or similar agreement for utilities, access, parking, public improvements or another similar purpose and may consent to subordination of the Whole Loan to such easement, right of way or similar agreement. (f) Notwithstanding the foregoing, the Servicer shall not permit the substitution of the Property pursuant to the defeasance provisions of the Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Servicer has received (i) replacement collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the Loan Documents, in an amount sufficient to make all scheduled payments under the Whole Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on the Whole Loan in compliance with the requirements of the terms of the Loan Documents, (iii) one or more Opinions of Counsel (at the expense of the Borrower) to the effect that the Trustee, on behalf of the Trust Fund, will have a first priority perfected security interest in such substituted Property; provided, however, that, to the extent consistent with the Loan Documents, the Borrower shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the Loan Documents, a single purpose entity shall act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the Loan Documents, the Servicer shall use its reasonable efforts to require the Borrower to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible under the Loan Documents, the Servicer shall obtain, at the expense of the Borrower, Rating Agency Confirmation from each Rating Agency. If the Servicer receives notice of a request for defeasance with respect to the Whole Loan, the Servicer shall provide upon receipt of such notice, written notice of such defeasance request to each Loan Seller or its respective assignee and (ii) until such time as a Loan Seller provides written notice to the Directing Certificateholdercontrary, notice of a defeasance of the Whole Loan shall be delivered to such Loan Seller pursuant to the notice provisions of the related Loan Purchase Agreement. (g) If required under the Loan Documents or if otherwise consistent with Accepted Servicing Practices, the Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be Eligible Accounts, into which all payments received by the Servicer from any defeasance collateral substituted for the Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Loan Documents. To the extent not required or permitted to be placed in a separate account, the Servicer shall deposit all payments received by it from defeasance collateral substituted for the Property into the Collection Account and treat any such payments as payments made on the Whole Loan in advance of its Loan Payment Date, and not as a prepayment of the Whole Loan. Notwithstanding anything herein to the contrary, in no event shall the Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a leap year).