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

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan that would constitute a Major Decision without (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a); and provided, further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, the Special Servicer shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented in writing within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) after the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the Special Servicer within such ten (10) Business Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the Special Servicer or the Directing Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder andthereunder, (including, without limitation, the Special Servicer’s consent rights pursuant to this subsection (a) with respect to any modification, waiver or amendment that constitutes a Special Servicer Major Decision) (i) the Special Servicer will be responsible for processing waivers, modifications, amendments and consents with respect to (a) any Specially Serviced Mortgage Loan and (b) any Mortgage Loan (other than any a Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Master Servicer or the Special Servicer Servicer, as the case may be, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Co-Lender Agreement) with respect to which the matter involves a Special Servicer Non-Major Decision (other than the items listed in clauses (a)(i) and (a)(ii) of “Special Servicer Non-Major Decision,” which the Master Servicer shall process with respect to Non-Specially Serviced Mortgage Loans, subject to Special Servicer consent or deemed consent as provided in this Agreement) or a Special Servicer Major Decision, and (ii) the Master Servicer will be responsible for processing waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that is not a Specially Serviced Mortgage Loan and does not involve a Special Servicer Major Decision or Special Servicer Non-Major Decision (other than the items listed in clauses (a)(i) and (a)(ii) of “Special Servicer Non-Major Decision,” which the Master Servicer shall process, subject to Special Servicer consent or deemed consent as provided in this Agreement); provided that if such modification, wavier, amendment or consent is a Master Servicer Major Decision, the Special Master Servicer shall obtain the consent of, or consult with, the Directing Holder and the Operating Advisor as and to the extent provided in Section 6.08. Further, the Master Servicer shall not modify, waive or amend the terms of a Non-Specially Serviced Mortgage Loan and/or related Companion Loan (that would constitute constitutes a Special Servicer Major Decision Decision) without the prior written consent of the Special Servicer (xit being understood that the Master Servicer (if the Master Servicer is processing and recommending approval of such request) (i) prior to will in accordance with the occurrence Servicing Standard provide the Special Servicer with notice of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholderrequest for such modification, waiver or amendment, the consent (or deemed consent) of Master Servicer’s written recommendation and analysis, and all information in the Directing Certificateholder having been obtained Master Servicer’s possession that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that such consent shall be deemed given (unless earlier objected to by the extent required by, Special Servicer) within ten (10) Business Days of the Special Servicer’s receipt from the Master Servicer of the Master Servicer’s written recommendation and pursuant to the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than analysis with respect to any Excluded Loan such modification, waiver or amendment and all information in the Master Servicer’s possession reasonably requested by the Special Servicer in order to make an informed decision with respect to the Directing Certificateholdersuch modification, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a)waiver or amendment; and provided, further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the party processing such action shall (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, the Operating Advisor, each related Other Master Servicer, each related Other Trustee, the Directing Certificateholder and the Risk Retention Consultation Party Holder (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such partyLoan), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (xA) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any an Excluded Loan with respect to the Directing CertificateholderLoan, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, Holder and (yB) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, Event and other than with respect to any Excluded Loan with respect to the Directing CertificateholderLoan, consult with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, Holder pursuant to the process described in Section 6.08(a). Additionally, the Special Servicer shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented in writing within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) after the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the Special Servicer within such ten (10) Business Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan6.08. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Co-Lender Agreement, and subject to the Special Servicer’s processing and/or consent rights pursuant to this subsection (a) if any such modification, waiver or amendment constitutes a Special Servicer Major Decision or Special Servicer Non-Major Decision, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of or consultation with the Special Servicer Servicer, the Operating Advisor or the Directing CertificateholderHolder, may modify or amend the terms of any Non-Specially Serviced Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). In addition, subject to the next sentence, with respect to Non-Specially Serviced Mortgage Loans, the Master Servicer, prior to taking any action with respect to any Special Servicer Major Decision (or making a determination not to take action with respect to a Special Servicer Major Decision) and prior to taking any action with respect to a Special Servicer Non-Major Decision (other than the items listed in clauses (a)(i) and (a)(ii) of “Special Servicer Non-Major Decision”) (or making a determination not to take action with respect to a Special Servicer Non-Major Decision (other than the items listed in clauses (a)(i) and (a)(ii) of “Special Servicer Non-Major Decision”)), shall refer any request with respect to such Special Servicer Major Decision or Special Servicer Non-Major Decision to the Special Servicer and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent (or deemed consent) of the Special Servicer) process such request. If the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall, with respect to a Non-Specially Serviced Mortgage Loan (subject to the consent (or deemed consent) of the Special Servicer) process a request with respect to a Special Servicer Major Decision or Special Servicer Non-Major Decision and the Master Servicer is recommending approval of such request, the Master Servicer shall prepare and submit its written analysis and recommendation to the Special Servicer with all information in the possession of the Master Servicer that the Special Servicer may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to any applicable consultation rights of the Operating Advisor or any applicable consent or consultation rights of the Controlling Class Representative or any applicable consultation rights of any related Companion Loan Holder or its Companion Loan Holder Representative (as applicable)) to approve or disapprove any modification, waiver, amendment or other action that constitutes a Special Servicer Major Decision or Special Servicer Non-Major Decision; provided that such consent shall be deemed given (unless earlier objected to by the Special Servicer) within fifteen (15) Business Days of the Special Servicer’s receipt from the Master Servicer of the Master Servicer’s written analysis and recommendation with respect to such request and all information in the Master Servicer’s possession reasonably requested by the Special Servicer in order to make an informed decision with respect to such request. In addition, the Master Servicer shall provide the Special Servicer with any notice that it receives relating to a default by the Mortgagor under a ground lease where the collateral for the Mortgage Loan is the ground lease, and the Special Servicer will determine in accordance with the Servicing Standard whether to cure any borrower defaults relating to ground leases. Subject to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation PartyHolder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Major Decision or Special Servicer Non-Major Decision with respect to a Mortgage Loan that is a (other than the items listed in clause (a)(i) and (a)(ii) of “Special Servicer Non-Specially Serviced LoanMajor Decision”), the Master Servicer shall promptly forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such request in accordance with the terms and conditions reasonably agreed to by the Master Servicer and Special Servicer, including the Special Servicer’s consent, the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the related Special Servicer Major Decision or Special Servicer Decision. The Master Servicer will deliver to Non-Major Decision (other than the items listed in clause (a)(i) and (a)(ii) of “Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Non-Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision”).

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(e), this Section 3.18(a3.20(a), Section 3.18(d3.20(d), Section 3.18(h3.20(i), Section 3.18(i), Section 3.18(m3.20(j) and Section 6.086.07, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, Holder to advise or consult with the Master Servicer or Special Servicer Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Master Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan without the prior written consent of the Special Servicer (it being understood that would constitute a Major Decision without (x) (i) prior the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information reasonably available to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the extent required byevent that the Special Servicer does not respond within ten (10) Business Days after receipt of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, and pursuant to plus the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect time period provided to the Directing CertificateholderCertificateholder or other relevant party under this Agreement and, but prior if applicable, any time period provided to the occurrence and continuance of a Consultation Termination EventCompanion Holder under a related Intercreditor Agreement, the Special Servicer having consulted with the Directing Certificateholder if and Servicer’s consent to the extent required pursuant to Section 6.08(a)such modification, waiver or amendment shall be deemed granted; and provided, further, that no extension entered into pursuant to this Section 3.18(a3.20(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Special Servicer, the Operating Advisor, the Directing Certificateholder Senior Trust Advisor and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (iiEvent) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an a Trust Fund expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing CertificateholderEvent, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, Certificateholder (y) or after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult upon consultation with the Directing Certificateholder and (zpursuant to Section 6.07 hereof) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, the Special Servicer which consent or consultation shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented in writing within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) after the Directing Certificateholder’s receipt of be coordinated through the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the Special Servicer within such ten (10) Business Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer or the Directing CertificateholderServicer, may modify or amend the terms of any Non-Specially Serviced Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.086.07 herein, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may beapplicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation PartyCertificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.253.30)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may beapplicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the TrustTrust Fund) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this Section 3.18(a3.20(a), Section 3.18(d3.20(d), Section 3.18(h), Section 3.18(i), Section 3.18(m3.20(j) and Section 6.08, 6.07 but subject to any other conditions set forth thereunder thereunder, and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, Holder to advise or consult with the Special applicable Master Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, amendment pursuant to the terms of the related Intercreditor Agreement), the Special Servicer Master Servicers shall not modify, waive or amend a Mortgage Loan and/or a Companion Loan without the terms prior written consent of the Special Servicer; provided that, the applicable Master Servicer shall forward to the Special Servicer requests to extend the maturity date of a Mortgage Loan and/or related Companion Loan that would constitute is not a Major Decision without (x) (i) prior to the occurrence of a Control Termination Event Specially Serviced Mortgage Loan, and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained by the Special Servicer to the extent required bymay approve such request, and pursuant to the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a); and provided, further, that except as provided in the following sentence, subject to Section 6.07, no such extension entered into pursuant to this Section 3.18(a3.20(a) shall extend the Maturity Date beyond the earlier of (i) five (5) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard Standards giving due consideration to the remaining term of the Ground Leaseground lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such a Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, (1) the Special applicable Master Servicer shall must provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, Special Servicer and the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), Certificateholders with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid from the Certificate Account as an expense of the Trust in accordance with Section 3.11(d)Trust) that such extension would not constitute a “"significant modification” " of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, the Special Servicer shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented in writing within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) after the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the Special Servicer within such ten (10) Business Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the applicable Master Servicer, with respect to Non-Specially Serviced LoansMortgage Loans that it is responsible for servicing, without the consent of the Special Servicer or the Directing CertificateholderServicer, may modify or amend the terms of any Non-Specially Serviced Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; , provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “"significant modification” " of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.086.07 herein, applicable law and the Mortgage Loan and/or related Serviced or Companion Loan documents, neither the applicable Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the such Master Servicer or the Special Servicer, as the case may beapplicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating AgencyCertificateholder) and a written confirmation of any applicable rating agencies that such action substitution will not result in the cause a downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates or qualification of its then-current ratings of if applicable, any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that such substitution would not be a “"significant modification” " of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(e), this Section 3.18(a3.20(a), Section 3.18(d3.20(d), Section 3.18(h3.20(i), Section 3.18(i), Section 3.18(m3.20(j) and Section 6.086.07, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, Holder to advise or consult with the Master Servicer or Special Servicer Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Master Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan without the prior written consent of the Special Servicer (it being understood that would constitute a Major Decision without (x) (i) prior the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information reasonably available to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the extent required byevent that the Special Servicer does not respond within ten (10) Business Days after receipt of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, and pursuant to plus the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect time period provided to the Directing CertificateholderCertificateholder or other relevant party under this Agreement and, but prior if applicable, any time period provided to the occurrence and continuance of a Consultation Termination EventCompanion Holder under a related Intercreditor Agreement, the Special Servicer having consulted with the Directing Certificateholder if and Servicer’s consent to the extent required pursuant to Section 6.08(a)such modification, waiver or amendment shall be deemed granted; and provided, further, that no extension entered into pursuant to this Section 3.18(a3.20(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Special Servicer, the Operating Advisor, the Directing Certificateholder Senior Trust Advisor and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (iiEvent) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an a Trust Fund expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing CertificateholderEvent, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, Certificateholder (y) or after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult upon consultation with the Directing Certificateholder and (zpursuant to Section 6.07 hereof) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, the Special Servicer which consent or consultation shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented in writing within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) after the Directing Certificateholder’s receipt of be coordinated through the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the Special Servicer within such ten (10) Business Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer or the Directing CertificateholderServicer, may modify or amend the terms of any Non-Specially Serviced Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.086.07 herein, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may beapplicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation PartyCertificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.253.30)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may beapplicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the TrustTrust Fund) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(e), this Section 3.18(a3.20(a), Section 3.18(d3.20(d), Section 3.18(h3.20(i), Section 3.18(i), Section 3.18(m3.20(j) and Section 6.086.07, but subject to any other conditions set forth thereunder and(including, without limitation, the Special Servicer’s processing and/or consent rights pursuant to this subsection (a) with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loanmodification, waiver or amendment that constitutes a Major Decision or a Special Servicer Decision) or any Serviced Whole Loan (and and, with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, Holder to advise or consult with the Master Servicer or Special Servicer Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Master Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan without the prior written consent of the Special Servicer (it being understood that would constitute a Major Decision without (x) (i) prior the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information reasonably available to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the extent required byevent that the Special Servicer does not respond within ten (10) Business Days after receipt of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, and pursuant to plus the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect time period provided to the Directing CertificateholderCertificateholder or other relevant party under this Agreement and, but prior if applicable, any time period provided to the occurrence and continuance of a Consultation Termination EventCompanion Holder under a related Intercreditor Agreement, the Special Servicer having consulted with the Directing Certificateholder if and Servicer’s consent to the extent required pursuant to Section 6.08(a)such modification, waiver or amendment shall be deemed granted; and provided, further, that no extension entered into pursuant to this Section 3.18(a3.20(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Special Servicer, the Operating Advisor, the Directing Certificateholder Senior Trust Advisor and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (iiEvent) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an a Trust Fund expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing CertificateholderEvent, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, Certificateholder (y) or after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult upon consultation with the Directing Certificateholder and (zpursuant to Section 6.07 hereof) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, the Special Servicer which consent or consultation shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented in writing within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) after the Directing Certificateholder’s receipt of be coordinated through the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the Special Servicer within such ten (10) Business Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, and subject to the Special Servicer’s processing and/or consent rights pursuant to this subsection (a) if any such modification, waiver or amendment constitutes a Major Decision or a Special Servicer Decision, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer or the Directing CertificateholderServicer, may modify or amend the terms of any Non-Specially Serviced Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.086.07 herein, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may beapplicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation PartyCertificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.253.30)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may beapplicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the TrustTrust Fund) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a3.20(a) that constitutes a Special Servicer Decision or a Major Decision (without regard to the proviso in the definition of “Special Servicer Decision” or the first proviso in the definition of “Major Decision”, as applicable) with respect to a Mortgage Loan that is a any Non-Specially Serviced Mortgage Loan, the Master Servicer shall promptly forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request, the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(e), this Section 3.18(a3.20(a), Section 3.18(d3.20(d), Section 3.18(h3.20(i), Section 3.18(i), Section 3.18(m3.20(j) and Section 6.086.07, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan and (other than any Non-Serviced Mortgage Loani) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, Holder to advise or consult with the Master Servicer or Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement)Agreement and (ii) with respect to any Componentized Mortgage Loan, subject to the rights of the related Loan-Specific Certificate Representative to advise or consult with the Master Servicer or Special Servicer with respect to, or consent to, a modification, waiver or amendment, in each case, pursuant to Section 3.35(c) hereof, the Special Master Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan without the prior written consent of the Special Servicer (it being understood that would constitute a Major Decision without (x) (i) prior the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information reasonably available to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the extent required byevent that the Special Servicer does not respond within ten (10) Business Days after receipt of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, and pursuant to plus the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect time period provided to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination EventCertificateholder under this Agreement, the Special Servicer having consulted with the Directing Certificateholder if and Servicer’s consent to the extent required pursuant to Section 6.08(a)such modification, waiver or amendment shall be deemed granted; and provided, further, that no extension entered into pursuant to this Section 3.18(a3.20(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Special Servicer, the Operating Advisor, the Directing Certificateholder Senior Trust Advisor and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (iiEvent) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an a Trust Fund expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing CertificateholderEvent, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, the Special Servicer shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented in writing within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) after the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the Special Servicer within such ten (10) Business Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond (which consent shall not relieve be coordinated through the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole LoanServicer). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer or the Directing CertificateholderServicer, may modify or amend the terms of any Non-Specially Serviced Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.083.35(c) and Section 6.07 herein, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may beapplicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation PartyCertificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)3.30) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may beapplicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the TrustTrust Fund) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(e), this Section 3.18(a3.20(a), Section 3.18(d3.20(d), Section 3.18(h3.20(i), Section 3.18(i), Section 3.18(m3.20(j) and Section 6.086.07, but subject to any other conditions set forth thereunder and(including, without limitation, the Special Servicer’s processing and/or consent rights pursuant to this subsection (a) with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loanmodification, waiver or amendment that constitutes a Major Decision or a Special Servicer Decision) or any Serviced Whole Loan (and and, with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, Holder to advise or consult with the Master Servicer or Special Servicer Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Master Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan without the prior written consent of the Special Servicer (it being understood that would constitute a Major Decision without (x) (i) prior the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information reasonably available to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the extent required byevent that the Special Servicer does not respond within ten (10) Business Days after receipt of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, and pursuant to plus the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect time period provided to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination EventCertificateholder or other relevant party under this Agreement, the Special Servicer having consulted with the Directing Certificateholder if and Servicer’s consent to the extent required pursuant to Section 6.08(a)such modification, waiver or amendment shall be deemed granted; and provided, further, that no extension entered into pursuant to this Section 3.18(a3.20(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Special Servicer, the Operating Advisor, the Directing Certificateholder Senior Trust Advisor and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (iiEvent) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an a Trust Fund expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing CertificateholderEvent, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, Certificateholder (y) or after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Control Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder and (z) (i) but prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, the Special Servicer shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented in writing within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) after the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the Special Servicer within such ten (10) Business Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting upon consultation with the Directing Certificateholder on any future matters with respect pursuant to Section 6.07 hereof) (which consent or consultation shall be coordinated through the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole LoanSpecial Servicer). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor AgreementAgreement and subject to the Special Servicer’s processing and/or consent rights pursuant to this subsection (a) if any such modification, waiver or amendment constitutes a Major Decision or a Special Servicer Decision, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer or the Directing CertificateholderServicer, may may, modify or amend the terms of any Non-Specially Serviced Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.086.07 herein, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may beapplicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation PartyCertificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)3.30) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may beapplicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the TrustTrust Fund) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a3.20(a) that constitutes a Special Servicer Decision or a Major Decision (without regard to the proviso in the definition of “Special Servicer Decision” or the first proviso in the definition of “Major Decision”, as applicable) with respect to a Mortgage Loan that is a any Non-Specially Serviced Mortgage Loan, the Master Servicer shall promptly forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request, the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a3.20(a), Section 3.18(d3.20(d), Section 3.18(h3.20(i), Section 3.18(i), Section 3.18(m3.20(j) and Section 6.086.07, but subject to any other conditions set forth thereunder (including, without limitation, the Special Servicer’s processing and/or consent rights pursuant to this subsection (a) with respect to any modification, waiver or amendment that constitutes a Major Decision or a Special Servicer Decision) and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) ), the U-Haul Self Storage Whole Loan or any Serviced Whole Loan Loan, (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Master Servicer or Special Servicer Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Master Servicer shall not modify, waive or amend the terms of a Mortgage Loan, Trust Companion Loan and/or related Companion Loan without the prior written consent of the Special Servicer (it being understood that would constitute a Major Decision without (x) (i) prior the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information reasonably available to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the extent required byevent that the Special Servicer does not respond within ten (10) Business Days after receipt of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, and pursuant to plus the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect time period provided to the Directing CertificateholderCertificateholder or other relevant party under this Agreement and, but prior if applicable, any time period provided to the occurrence and continuance of a Consultation Termination EventCompanion Holder under a related Intercreditor Agreement, the Special Servicer having consulted with the Directing Certificateholder if and Servicer’s consent to the extent required pursuant to Section 6.08(a)such modification, waiver or amendment shall be deemed granted; and provided, further, that no extension entered into pursuant to this Section 3.18(a3.20(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Special Servicer, the Operating Advisor, the Directing Certificateholder Senior Trust Advisor and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (iiEvent) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an a Trust Fund expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan, Trust Companion Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing CertificateholderEvent, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, Certificateholder (y) or after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult upon consultation with the Directing Certificateholder and (zpursuant to Section 6.07 hereof) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, the Special Servicer which consent or consultation shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented in writing within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) after the Directing Certificateholder’s receipt of be coordinated through the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the Special Servicer within such ten (10) Business Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, and subject to the Special Servicer’s processing and/or consent rights pursuant to this subsection (a) if any such modification, waiver or amendment constitutes a Major Decision or a Special Servicer Decision, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer or the Directing CertificateholderServicer, may modify or amend the terms of any Non-Specially Serviced Mortgage Loan, Trust Companion Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) ), Trust Companion Loan and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan, Trust Companion Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.086.07 herein, applicable law and the Mortgage Loan, Trust Companion Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan, Trust Companion Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan, Trust Companion Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may beapplicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation PartyCertificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.253.30)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan, Trust Companion Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may beapplicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the TrustTrust Fund) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a3.20(a) that constitutes a Special Servicer Decision or a Major Decision (without regard to the proviso in the definition of “Special Servicer Decision” or the first proviso in the definition of “Major Decision”, as applicable) with respect to a Mortgage Loan that is a any Non-Specially Serviced Mortgage Loan, the Master Servicer shall promptly forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request, the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan that would constitute a Major Decision without (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a); and provided, further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the not a Specially Serviced Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(bLoan) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan Mortgage Loan) each may (consistent with respect the Servicing Standard) agree to any modification, waiver or amendment of any term of, extend the Risk Retention Consultation Party maturity of (in the case of the Master Servicer, subject to a maximum of two separate one-year extensions without the consent of the Special Servicer), defer or forgive interest (including Penalty Interest and (iiAdditional Interest) after on and principal of, defer or forgive late payment charges, Prepayment Premiums and Yield Maintenance Charges on, permit the occurrence and during release, addition or substitution of collateral securing, and/or permit the continuance release, addition or substitution of a Consultation Termination Eventthe Mortgagor on or any guarantor of, any Mortgage Loan, and/or provide consents with respect to any leasing activity at a Mortgaged Property securing any Mortgage Loan without the consent of the Trustee or any Certificateholder; provided that the Master Servicer's and the Special Servicer's respective rights to do so shall be subject to Section 3.08, Sections 6.11 and Section 6.12 (and, in the case of a Loan Combination, subject to the terms of the related Loan Combination Intercreditor Agreement) and, further, to the following subsections of this Section 3.20; and provided, further, that other than an Excluded Loan as provided in Sections 3.02(a) (relating to waivers of Default Charges), 3.08, 3.20(d) and 3.20(e), the Master Servicer shall not 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 the Master Servicer has obtained the consent of the Special Servicer (it being understood and agreed that (A) the Master Servicer will promptly provide the Special Servicer with notice of any Mortgagor request for such modification, waiver, forbearance or amendment, the Master Servicer's written recommendations and analysis, and all information reasonably available to the Risk Retention Consultation PartyMaster Servicer that the Special Servicer may reasonably request in order to withhold or grant any such consent, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, (B) the Special Servicer shall not modify, waive decide whether to withhold or amend grant such consent in accordance with the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) Servicing Standard and Section 6.11 and Section 6.12 and (gC) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to if any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder such consent has consented in writing not been expressly denied within ten (10) 10 Business Days (or, with respect if the Controlling Class Representative is entitled to clause object pursuant to Section 6.11 (g) or, in the case of the definition Westchester Loan Combination, the Westchester Controlling Party is entitled to object pursuant to Section 6.12), 15 Business Days, which 15 Business Days shall include the five Business Days specified in the proviso at the end of “Special Servicer Decision”, five (5) business daysthe first paragraph of Section 6.11) after the Directing Certificateholder’s Special Servicer's receipt from the Master Servicer of the Special Master Servicer’s written recommendation 's recommendations and analysis and all information reasonably requested by the Directing Certificateholder, thereby and reasonably available to the Special Master Servicer in order to grant or withhold such consent make an informed decision (provided that or, if such written consent has not been received by the Special Servicer did not request any information, within such ten (10) 10 Business Day Days (or five (5) 15 Business DayDays, as if applicable) periodafter such notice), then the Directing Certificateholder will such consent shall be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the Special Servicer or the Directing Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(bbeen granted). Subject to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(e), this Section 3.18(a3.20(a), Section 3.18(d3.20(d), Section 3.18(h3.20(i), Section 3.18(i), Section 3.18(m3.20(j) and Section 6.086.07, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any a Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Master Servicer or Special Servicer Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Master Servicer shall not modify, waive or amend the terms of a such Mortgage Loan and/or related Companion Loan without the prior written consent of the Special Servicer (it being understood that would constitute a Major Decision without (x) (i) prior the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information reasonably available to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the extent required byevent that the Special Servicer does not respond within ten (10) Business Days after receipt of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, and pursuant to plus the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect time period provided to the Directing CertificateholderCertificateholder or other relevant party under this Agreement and, but prior if applicable, any time period provided to the occurrence and continuance of a Consultation Termination EventCompanion Holder under a related Intercreditor Agreement, the Special Servicer having consulted with the Directing Certificateholder if and Servicer’s consent to the extent required pursuant to Section 6.08(a)such modification, waiver or amendment shall be deemed granted; and provided, further, that no extension entered into pursuant to this Section 3.18(a3.20(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Special Servicer, the Operating Advisor, the Directing Certificateholder Senior Trust Advisor and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and or (ii) other than with respect to any Mortgage Loan that is an the Excluded Loan as to such party)Loan) the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an a Trust Fund expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, the Special Servicer shall not modify, waive Control Event or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any the Excluded Loan with respect to Loan) obtain the Directing Certificateholder, consent of the Directing Certificateholder has consented in writing within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) after the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the Special Servicer within such ten (10) Business Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Event, but prior to a Consultation Termination Event and or (ii) other than with respect to any the Excluded Loan with respect to the Directing CertificateholderLoan, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting upon consultation with the Directing Certificateholder on any future matters with respect pursuant to Section 6.07 hereof) (which consent or consultation shall be coordinated through the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole LoanSpecial Servicer). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer or the Directing CertificateholderServicer, may modify or amend the terms of any Non-Specially Serviced Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.086.07 herein, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may beapplicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation PartyCertificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.253.30)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may beapplicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the TrustTrust Fund) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(e), this Section 3.18(a3.20(a), Section 3.18(d3.20(d), Section 3.18(h3.20(i), Section 3.18(i), Section 3.18(m3.20(j) and Section 6.086.07, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, Holder to advise or consult with the Master Servicer or Special Servicer Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Master Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan without the prior written consent of the Special Servicer (it being understood that would constitute a Major Decision without (x) (i) prior the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information reasonably available to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the extent required byevent that the Special Servicer does not respond within ten (10) Business Days after receipt of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, and pursuant to plus the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect time period provided to the Directing CertificateholderCertificateholder or other relevant party under this Agreement and, but prior if applicable, any time period provided to the occurrence and continuance of a Consultation Termination EventCompanion Holder under a related Intercreditor Agreement, the Special Servicer having consulted with the Directing Certificateholder if and Servicer’s consent to the extent required pursuant to Section 6.08(a)such modification, waiver or amendment shall be deemed granted; and provided, further, that no extension entered into pursuant to this Section 3.18(a3.20(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Special Servicer, the Operating Advisor, the Directing Certificateholder Senior Trust Advisor and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (iiEvent) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an a Trust Fund expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing CertificateholderEvent, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, Certificateholder (y) or after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult upon consultation with the Directing Certificateholder and (zpursuant to Section 6.07 hereof) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, the Special Servicer which consent or consultation shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented in writing within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) after the Directing Certificateholder’s receipt of be coordinated through the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the Special Servicer within such ten (10) Business Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer or the Directing CertificateholderServicer, may modify or amend the terms of any Non-Specially Serviced Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.086.07 herein, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may beapplicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation PartyCertificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.253.30)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may beapplicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the TrustTrust Fund) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(e), this Section 3.18(a3.20(a), Section 3.18(d3.20(d), Section 3.18(h3.20(i), Section 3.18(i), Section 3.18(m3.20(j) and Section 6.086.07, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan Loan, (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Master Servicer or Special Servicer Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Master Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan without the prior written consent of the Special Servicer (it being understood that would constitute a Major Decision without (x) (i) prior the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information reasonably available to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the extent required byevent that the Special Servicer does not respond within ten (10) Business Days after receipt of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, and pursuant to plus the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect time period provided to the Directing CertificateholderCertificateholder or other relevant party under this Agreement and, but prior if applicable, any time period provided to the occurrence and continuance of a Consultation Termination EventCompanion Holder under a related Intercreditor Agreement, the Special Servicer having consulted with the Directing Certificateholder if and Servicer’s consent to the extent required pursuant to Section 6.08(a)such modification, waiver or amendment shall be deemed granted; and provided, further, that no extension entered into pursuant to this Section 3.18(a3.20(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Special Servicer, the Operating Advisor, the Directing Certificateholder Senior Trust Advisor and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (iiEvent) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an a Trust Fund expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing CertificateholderEvent, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, Certificateholder (y) or after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult upon consultation with the Directing Certificateholder and (zpursuant to Section 6.07 hereof) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, the Special Servicer which consent or consultation shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented in writing within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) after the Directing Certificateholder’s receipt of be coordinated through the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the Special Servicer within such ten (10) Business Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer or the Directing CertificateholderServicer, may modify or amend the terms of any Non-Specially Serviced Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.086.07 herein, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may beapplicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation PartyCertificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.253.30)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may beapplicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the TrustTrust Fund) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans Master Servicers (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan that would constitute a Major Decision without (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a); and provided, further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the not a Specially Serviced Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(bLoan) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to 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 either Master Servicer, subject to a maximum of two separate one-year extensions without the consent of the Special Servicer), defer or forgive interest (including Penalty Interest and 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 Mortgagor on or any guarantor of, any Mortgage Loan, and/or provide consents with respect to any leasing activity at a Mortgaged Property securing any Mortgage Loan without the consent of the Trustee 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 Loan Combination, subject to the terms of the related Loan Combination Intercreditor Agreement) and, further, to the following subsections of this Section 3.20; and provided, further, that other than an Excluded as provided in Sections 3.02(a) (relating to waivers of Default Charges), 3.08, 3.20(d) and 3.20(e), neither 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, and, with respect to a Mortgage Loan with respect to which Wachovia is not the Risk Retention Consultation Party Master Servicer, the 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, (iiB) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, the Special Servicer shall not modify, waive decide whether to withhold or amend grant such consent in accordance with the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) Servicing Standard and Section 6.11 and (gC) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to if any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder such consent has consented in writing not been expressly denied within ten (10) 10 Business Days (or, with respect if the Controlling Class Representative is entitled to clause (g) object pursuant to Section 6.11, 15 Business Days, which 15 Business Days shall include the five Business Days specified in the proviso at the end of the definition first paragraph of “Special Servicer Decision”, five (5) business daysSection 6.11) after the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation 's receipt from such Master Servicer of such Master Servicer's recommendations and analysis and all information reasonably requested by the Directing Certificateholder, thereby and reasonably available to the Special such Master Servicer in order to grant or withhold such consent make an informed decision (provided that or, if such written consent has not been received by the Special Servicer did not request any information, within such ten (10) 10 Business Day Days (or five (5) 15 Business DayDays, as if applicable) periodafter such notice), then the Directing Certificateholder will such consent shall be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the Special Servicer or the Directing Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(bbeen granted). Subject to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Master Servicer shall process waivers, modifications, amendments and consents (with respect to any performing Mortgage Loan) and the Special Servicer (with respect to any Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loanseach may (consistent with the Servicing Standard) agree to any modification, waiver or amendment of any term of, extend the maturity of, defer or forgive interest (including Penalty Interest and Additional Interest) on and principal of, defer or forgive late payment charges, Prepayment Premiums and Yield Maintenance Charges on, permit the Master Servicer shall process waiversrelease, modificationsaddition or substitution of collateral securing, amendments and and/or permit the release, addition or substitution of the Mortgagor on or any guarantor of, any Mortgage Loan, and/or provide consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not leasing activity at a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder and, with respect to Mortgaged Property securing any Mortgage Loan (other than any Non-Serviced Mortgage Loan) without the consent of the Trustee or any Serviced Whole Certificateholder; provided, that the Master Servicers' and the Special Servicers' respective rights to do so shall be subject to Sections 3.08 and 6.11 (and, in the case of any Loan (and with respect to any Serviced Whole LoanPair, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement); and provided further, that other than as provided in Sections 3.02(a) (relating to waivers of Penalty Interest and late payment charges), 3.08, 3.20(d) and 3.20(f), the Master Servicer shall not 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 the Master Servicer has obtained the consent of the Special Servicer shall not modify, waive or amend (it being understood and agreed that (A) the terms of a Mortgage Loan and/or related Companion Loan that would constitute a Major Decision without (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained by Master Servicer will promptly provide the Special Servicer with notice of any Mortgagor request for such modification, waiver, forbearance or amendment, the Master Servicer's recommendations and analysis, and all information reasonably available to the extent required by, and pursuant to the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, Master Servicer that the Special Servicer having consulted with the Directing Certificateholder if and may reasonably request in order to the extent required pursuant to Section 6.08(a); and provided, further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely withhold or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to grant any such extensionconsent, (1B) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior decide whether to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to withhold or grant such party), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust consent in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) Servicing Standard and (2C) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to if any Excluded Loan with respect to the Directing Certificateholder, the Special Servicer shall obtain the such consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, the Special Servicer shall has not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented in writing been expressly denied within ten (10) 10 Business Days (or, with respect in the case of consents relating to clause (g) of the definition of “Special Servicer Decision”leasing activities at Mortgaged Properties, five (5) business dayswithin 3 Business Days) after the Directing Certificateholder’s Special Servicer's receipt from the Master Servicer of the Special Master Servicer’s written recommendation 's recommendations and analysis and all information reasonably requested by the Directing Certificateholder, thereby and reasonably available to the Special Master Servicer in order to grant or withhold such consent make an informed decision (provided that or, if such written consent has not been received by the Special Servicer did not request any information, within such ten (10) Business Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) 10 Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the Special Servicer or the Directing Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicerthree Business Days, as the case may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers after such Rating Agency Confirmation notice), such consent shall be deemed to the Directing Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25have been granted)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans Master Servicers (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan that would constitute a Major Decision without (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a); and provided, further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the not a Specially Serviced Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(bLoan) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan Mortgage Loan) each may (consistent with respect the Servicing Standard) agree to any modification, waiver or amendment of any term of, extend the Risk Retention Consultation Party maturity of (in the case of any Master Servicer, subject to a maximum of two separate one-year extensions without the consent of the Special Servicer), defer or forgive interest (including Penalty Interest and (iiAdditional Post-ARD Interest) after on and principal of, defer or forgive late payment charges, Prepayment Premiums and Yield Maintenance Charges on, permit the occurrence and during release, addition or substitution of collateral securing, and/or permit the continuance release, addition or substitution of a Consultation Termination Eventthe Mortgagor on or any guarantor of, any Serviced Mortgage Loan, and/or provide consents with respect to any leasing activity at a Mortgaged Property securing any Serviced Mortgage Loan without the consent of the Trustee 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 an Excluded Loan 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 Risk Retention Consultation PartySpecial Servicer may reasonably request in order to withhold or grant any such consent, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, (B) the Special Servicer shall not modify, waive decide whether to withhold or amend grant such consent in accordance with the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) Servicing Standard and Section 6.11 but subject to Section 3.28 and Section 3.30 and (gC) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to if any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder such consent has consented in writing not been expressly denied within ten (10) 10 Business Days (or, with respect (x) if the Controlling Class Representative is entitled to clause (g) of object pursuant to Section 6.11, 15 Business Days, which 15 Business Days shall be subject to the definition of “Special Servicer Decision”, limitation to five (5) business daysBusiness 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 Directing Certificateholder’s receipt of the Special Servicer’s written recommendation 's receipt from such Master Servicer of such Master Servicer's recommendations and analysis and all information reasonably requested by the Directing Certificateholder, thereby and reasonably available to the Special such Master Servicer in order to grant or withhold such consent make an informed decision (provided that or, if such written consent has not been received by the Special Servicer did not request any information, within such ten (10) 10 Business Day Days (or five (5) 15 Business DayDays, as if applicable) periodafter such notice), then the Directing Certificateholder will such consent shall be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the Special Servicer or the Directing Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(bbeen granted). Subject to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans Master Servicers (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan that would constitute a Major Decision without (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a); and provided, further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the not a Specially Serviced Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(bLoan) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan Mortgage Loan) each may (consistent with respect the Servicing Standard) agree to any modification, waiver or amendment of any term of, extend the Risk Retention Consultation Party maturity of (in the case of either Master Servicer, subject to a maximum of two separate one-year extensions without the consent of the Special Servicer), defer or forgive interest (including Penalty Interest and (iiAdditional Interest) after on and principal of, defer or forgive late payment charges, Prepayment Premiums and Yield Maintenance Charges on, permit the occurrence and during release, addition or substitution of collateral securing, and/or permit the continuance release, addition or substitution of a Consultation Termination Eventthe Mortgagor on or any guarantor of, any Serviced Mortgage Loan, and/or provide consents with respect to any leasing activity at a Mortgaged Property securing any Serviced Mortgage Loan without the consent of the Trustee or any Certificateholder; provided, that the Master Servicers' and the Special Servicer's rights to do so shall be subject to Section 3.08, Section 6.11 and Section 6.12 (and, in the case of a Serviced Loan Combination, subject to the terms of the related Loan Combination Intercreditor Agreement) and, further, to the following subsections of this Section 3.20; and provided, further, that other than an Excluded Loan as provided in Sections 3.02(a) (relating to waivers of Default Charges), 3.08, 3.20(d) and 3.20(e), neither 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 Risk Retention Consultation PartySpecial Servicer may reasonably request in order to withhold or grant any such consent, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, (B) the Special Servicer shall not modify, waive decide whether to withhold or amend grant such consent in accordance with the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) Servicing Standard and Section 6.11 and Section 6.12 and (gC) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to if any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder such consent has consented in writing not been expressly denied within ten (10) 10 Business Days (or, with respect if the Controlling Class Representative is entitled to clause (g) object pursuant to Section 6.11, 15 Business Days, which 15 Business Days shall be subject to the limitation to five Business Days specified in the proviso at the end of the definition first paragraph of “Special Servicer Decision”, five (5) business daysSection 6.11) after the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation 's receipt from such Master Servicer of such Master Servicer's recommendations and analysis and all information reasonably requested by the Directing Certificateholder, thereby and reasonably available to the Special such Master Servicer in order to grant or withhold such consent make an informed decision (provided that or, if such written consent has not been received by the Special Servicer did not request any information, within such ten (10) 10 Business Day Days (or five (5) 15 Business DayDays, as if applicable) periodafter such notice), then the Directing Certificateholder will such consent shall be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the Special Servicer or the Directing Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(bbeen granted). Subject to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans Master Servicers (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan that would constitute a Major Decision without (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a); and provided, further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the not a Specially Serviced Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(bLoan) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan Mortgage Loan) each may (consistent with respect the Servicing Standard) agree to any modification, waiver or amendment of any term of, extend the Risk Retention Consultation Party maturity of (in the case of either Master Servicer, subject to a maximum of two separate one-year extensions without the consent of the Special Servicer), defer or forgive interest (including Penalty Interest and (iiAdditional Interest) after on and principal of, defer or forgive late payment charges, Prepayment Premiums and Yield Maintenance Charges on, permit the occurrence and during release, addition or substitution of collateral securing, and/or permit the continuance release, addition or substitution of a Consultation Termination Eventthe Mortgagor on or any guarantor of, any Mortgage Loan, and/or provide consents with respect to any leasing activity at a Mortgaged Property securing any Mortgage Loan without the consent of the Trustee or any Certificateholder; provided, that the Master Servicers' and the Special Servicer's rights to do so shall be subject to Section 3.08, Section 6.11 and Section 6.12 (and, in the case of a Loan Combination, subject to the terms of the related Loan Combination Intercreditor Agreement) and, further, to the following subsections of this Section 3.20; and provided, further, that other than an Excluded Loan as provided in Sections 3.02(a) (relating to waivers of Default Charges), 3.08, 3.20(d) and 3.20(e), neither 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 Risk Retention Consultation PartySpecial Servicer may reasonably request in order to withhold or grant any such consent, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, (B) the Special Servicer shall not modify, waive decide whether to withhold or amend grant such consent in accordance with the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) Servicing Standard and Section 6.11 and Section 6.12 and (gC) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to if any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder such consent has consented in writing not been expressly denied within ten (10) 10 Business Days (or, with respect if the Controlling Class Representative is entitled to clause object pursuant to Section 6.11 (g) or, in the case of a Loan Combination, the Loan Combination Controlling Party is entitled to object pursuant to Section 6.12), 15 Business Days, which 15 Business Days shall include the five Business Days specified in the proviso at the end of the definition first paragraph of “Special Servicer Decision”, five (5) business daysSection 6.11) after the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation 's receipt from such Master Servicer of such Master Servicer's recommendations and analysis and all information reasonably requested by the Directing Certificateholder, thereby and reasonably available to the Special such Master Servicer in order to grant or withhold such consent make an informed decision (provided that or, if such written consent has not been received by the Special Servicer did not request any information, within such ten (10) 10 Business Day Days (or five (5) 15 Business DayDays, as if applicable) periodafter such notice), then the Directing Certificateholder will such consent shall be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the Special Servicer or the Directing Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(bbeen granted). Subject to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans Master Servicers (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan that would constitute a Major Decision without (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a); and provided, further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the not a Specially Serviced Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(bLoan) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan Mortgage Loan) each may (consistent with respect the Servicing Standard) agree to any modification, waiver or amendment of any term of, extend the Risk Retention Consultation Party maturity of (in the case of either Master Servicer, subject to a maximum of two separate one-year extensions without the consent of the Special Servicer), defer or forgive interest (including Penalty Interest and (iiAdditional Interest) after on and principal of, defer or forgive late payment charges, Prepayment Premiums and Yield Maintenance Charges on, permit the occurrence and during release, addition or substitution of collateral securing, and/or permit the continuance release, addition or substitution of a Consultation Termination Eventthe Mortgagor on or any guarantor of, any Mortgage Loan, and/or provide consents with respect to any leasing activity at a Mortgaged Property securing any Mortgage Loan without the consent of the Trustee or any Certificateholder; provided, that the Master Servicers' and the Special Servicer's rights to do so shall be subject to Section 3.08, Section 6.11 and, if applicable, Section 6.12 (and, in the case of a Loan Combination, subject to the terms of the related Loan Combination Intercreditor Agreement) and, further, to the following subsections of this Section 3.20; and provided, further, that other than an Excluded Loan as provided in Sections 3.02(a) (relating to waivers of Default Charges), 3.08, 3.20(d) and 3.20(e), neither 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 Risk Retention Consultation PartySpecial Servicer may reasonably request in order to withhold or grant any such consent, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, (B) the Special Servicer shall not modifydecide whether to withhold or grant such consent in accordance with the Servicing Standard, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d)Section 6.11 and, (e)if applicable, (f) Section 6.12 and (gC) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to if any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder such consent has consented in writing not been expressly denied within ten (10) 10 Business Days (or, with respect if the Controlling Class Representative is entitled to clause object pursuant to Section 6.11 (g) or, in the case of a Loan Combination, the Loan Combination Controlling Party, if any, is entitled to object pursuant to Section 6.12), 15 Business Days, which 15 Business Days shall include the five Business Days specified in the proviso at the end of the definition first paragraph of “Special Servicer Decision”, five (5) business daysSection 6.11) after the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation 's receipt from such Master Servicer of such Master Servicer's recommendations and analysis and all information reasonably requested by the Directing Certificateholder, thereby and reasonably available to the Special such Master Servicer in order to grant or withhold such consent make an informed decision (provided that or, if such written consent has not been received by the Special Servicer did not request any information, within such ten (10) 10 Business Day Days (or five (5) 15 Business DayDays, as if applicable) periodafter such notice), then the Directing Certificateholder will such consent shall be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the Special Servicer or the Directing Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(bbeen granted). Subject to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan that would constitute a Major Decision without (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a); and provided, further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the not a Specially Serviced Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(bLoan) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan Mortgage Loan) each may (consistent with respect the Servicing Standard) agree to any modification, waiver or amendment of any term of, extend the Risk Retention Consultation Party maturity of (in the case of the Master Servicer, subject to a maximum of two separate one-year extensions without the consent of the Special Servicer), defer or forgive interest (including Penalty Interest and (iiAdditional Interest) after on and principal of, defer or forgive late payment charges, Prepayment Premiums and Yield Maintenance Charges on, permit the occurrence and during release, addition or substitution of collateral securing, and/or permit the continuance release, addition or substitution of a Consultation Termination Eventthe Mortgagor on or any guarantor of, any Mortgage Loan, and/or provide consents with respect to any leasing activity at a Mortgaged Property securing any Mortgage Loan without the consent of the Trustee or any Certificateholder; provided, that the Master Servicer's and the Special Servicer's rights to do so shall be subject to Section 3.08, Section 6.11 and Section 6.12 (and, in the case of a Loan Combination, subject to the terms of the related Loan Combination Intercreditor Agreement) and, further, to the following subsections of this Section 3.20; and provided, further, that other than an Excluded Loan as provided in Sections 3.02(a) (relating to waivers of Default Charges), 3.08, 3.20(d) and 3.20(e), the Master Servicer shall not 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 the Master Servicer has obtained the consent of the Special Servicer (it being understood and agreed that (A) the Master Servicer will promptly provide the Special Servicer with notice of any Mortgagor request for such modification, waiver, forbearance or amendment, the Master Servicer's written recommendations and analysis, and all information reasonably available to the Risk Retention Consultation PartyMaster Servicer that the Special Servicer may reasonably request in order to withhold or grant any such consent, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, (B) the Special Servicer shall not modify, waive decide whether to withhold or amend grant such consent in accordance with the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) Servicing Standard and Section 6.11 and Section 6.12 and (gC) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to if any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder such consent has consented in writing not been expressly denied within ten (10) 10 Business Days (or, with respect if the Controlling Class Representative is entitled to clause object pursuant to Section 6.11 (g) or, in the case of a Loan Combination, the Loan Combination Controlling Party is entitled to object pursuant to Section 6.12), 15 Business Days, which 15 Business Days shall include the five Business Days specified in the proviso at the end of the definition first paragraph of “Special Servicer Decision”, five (5) business daysSection 6.11) after the Directing Certificateholder’s Special Servicer's receipt from the Master Servicer of the Special Master Servicer’s written recommendation 's recommendations and analysis and all information reasonably requested by the Directing Certificateholder, thereby and reasonably available to the Special Master Servicer in order to grant or withhold such consent make an informed decision (provided that or, if such written consent has not been received by the Special Servicer did not request any information, within such ten (10) 10 Business Day Days (or five (5) 15 Business DayDays, as if applicable) periodafter such notice), then the Directing Certificateholder will such consent shall be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the Special Servicer or the Directing Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(bbeen granted). Subject to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(e), this Section 3.18(a3.20(a), Section 3.18(d3.20(d), Section 3.18(h3.20(i), Section 3.18(i), Section 3.18(m3.20(j) and Section 6.086.07, but subject to any other conditions set forth thereunder and(including, without limitation, the Special Servicer’s processing and/or consent rights pursuant to this subsection (a) with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loanmodification, waiver or amendment that constitutes a Major Decision or a Special Servicer Decision) or any Serviced Whole Loan (and and, with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, Holder to advise or consult with the Master Servicer or Special Servicer Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Master Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan without the prior written consent of the Special Servicer (it being understood that would constitute a Major Decision without (x) (i) prior the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information reasonably available to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the extent required byevent that the Special Servicer does not respond within ten (10) Business Days after receipt of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, and pursuant to plus the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect time period provided to the Directing CertificateholderCertificateholder or other relevant party under this Agreement and, but prior if applicable, any time period provided to the occurrence and continuance of a Consultation Termination EventCompanion Holder under a related Intercreditor Agreement, the Special Servicer having consulted with the Directing Certificateholder if and Servicer’s consent to the extent required pursuant to Section 6.08(a)such modification, waiver or amendment shall be deemed granted; and provided, further, that no extension entered into pursuant to this Section 3.18(a3.20(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Special Servicer, the Operating Advisor, the Directing Certificateholder Senior Trust Advisor and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (iiEvent) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an a Trust Fund expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing CertificateholderEvent, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, Certificateholder (y) or after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult upon consultation with the Directing Certificateholder and (zpursuant to Section 6.07 hereof) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, the Special Servicer which consent or consultation shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented in writing within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) after the Directing Certificateholder’s receipt of be coordinated through the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the Special Servicer within such ten (10) Business Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, and subject to the Special Servicer’s processing and/or consent rights pursuant to this subsection (a) if any such modification, waiver or amendment constitutes a Major Decision or a Special Servicer Decision, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer or the Directing CertificateholderServicer, may modify or amend the terms of any Non-Specially Serviced Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.086.07 herein, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may beapplicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation PartyCertificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.253.30)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may beapplicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the TrustTrust Fund) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a3.20(a) that constitutes a Special Servicer Decision or a Major Decision with respect to a Mortgage Loan that is a any Non-Specially Serviced Mortgage Loan, the Master Servicer shall promptly forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request, the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.

Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a3.20(a), Section 3.18(d3.20(d), Section 3.18(h3.20(i), Section 3.18(i), Section 3.18(m3.20(j) and Section 6.086.07, but subject to any other conditions set forth thereunder (including, without limitation, the Special Servicer’s processing and/or consent rights pursuant to this subsection (a) with respect to any modification, waiver or amendment that constitutes a Major Decision or a Special Servicer Decision) and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) ), ESK Whole Loan or any Serviced Whole Loan Loan, (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion HolderHolder (or Class ESK Directing Certificateholder prior to the occurrence and continuance of an ESK Control Appraisal Period), as applicable, to advise or consult with the Master Servicer or Special Servicer Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Master Servicer shall not modify, waive or amend the terms of a Mortgage Loan, ESK Companion Loan and/or related Companion Loan without the prior written consent of the Special Servicer (it being understood that would constitute a Major Decision without (x) (i) prior the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information reasonably available to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the extent required byevent that the Special Servicer does not respond within ten (10) Business Days after receipt of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, and pursuant to plus the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect time period provided to the Directing CertificateholderCertificateholder or other relevant party under this Agreement and, but prior if applicable, any time period provided to the occurrence and continuance of a Consultation Termination EventCompanion Holder under a related Intercreditor Agreement, the Special Servicer having consulted with the Directing Certificateholder if and Servicer’s consent to the extent required pursuant to Section 6.08(a)such modification, waiver or amendment shall be deemed granted; and provided, further, that no extension entered into pursuant to this Section 3.18(a3.20(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan or ESK Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan or ESK Companion Loan and such Mortgage Loan and/or related Companion Loan or ESK Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Special Servicer, the Operating Advisor, the Directing Certificateholder Senior Trust Advisor and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (iiEvent) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an a Trust Fund expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan, ESK Companion Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing CertificateholderEvent, the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, Certificateholder (y) or after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult upon consultation with the Directing Certificateholder and (zpursuant to Section 6.07 hereof) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Additionally, the Special Servicer which consent or consultation shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented in writing within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) after the Directing Certificateholder’s receipt of be coordinated through the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the Special Servicer within such ten (10) Business Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan). Notwithstanding the foregoing, subject to the rights of the related Companion Holder or Class ESK Directing Certificateholder (prior to the occurrence of an ESK Control Appraisal Period) to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, and subject to the Special Servicer’s processing and/or consent rights pursuant to this subsection (a) if any such modification, waiver or amendment constitutes a Major Decision or a Special Servicer Decision, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer or the Directing CertificateholderServicer, may modify or amend the terms of any Non-Specially Serviced Mortgage Loan, ESK Companion Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) ), ESK Companion Loan and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan, ESK Companion Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.086.07 herein, applicable law and the Mortgage Loan, ESK Companion Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan, ESK Companion Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan, ESK Companion Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may beapplicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation PartyCertificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.253.30)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan, ESK Companion Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may beapplicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the TrustTrust Fund) with respect thereto). Upon receiving a request for any matter described in this Section 3.18(a3.20(a) that constitutes a Special Servicer Decision or a Major Decision (without regard to the proviso in the definition of “Special Servicer Decision” or the first proviso in the definition of “Major Decision”, as applicable) with respect to a Mortgage Loan that is a any Non-Specially Serviced Mortgage Loan, the Master Servicer shall promptly forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request, the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.