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

Modifications, Waivers, Amendments and Consents. (a) The Administrator shall ensure that no Servicer agrees to any modification, waiver or amendment of any term of any PWRES Mortgage Loan unless the Administrator has first obtained an Opinion of Counsel, which shall be obtained at the expense of the Trust Fund and may be applicable to more than one transaction or generally to a class or classes of transactions described therein, to the effect that the proposed modification, waiver or amendment will not cause a REMIC Loss, provided however that no such Opinion of Counsel shall be required for a modification, waiver or amendment made pursuant to subsection (b) below except as required under clause (ii) thereof. Should a modification to any PWRES Mortgage Loan occur without the Administrator's knowledge which may result in a disqualification of the Trust Fund or any portion thereof as a REMIC, the Company agrees to indemnify and hold harmless the Administrator for any loss or liability. (b) If a Servicer determines with respect to any PWRES Mortgage Loan serviced by it that a material default has occurred or a payment default is reasonably foreseeable or has occurred with respect thereto and that modification, waiver or amendment of the terms of such PWRES Mortgage Loan is reasonably likely to produce a greater recovery on a present value basis than liquidation of such PWRES Mortgage Loan, the Administrator may permit such Servicer, subject to the servicing standard set forth in the related Servicing Agreement, to agree to a modification, waiver or amendment of such PWRES Mortgage Loan, without the consent of the Trustee or any Certificateholders, in accordance with the following: (i) subject to the provisions in the following clause (ii) and the paragraph following clause (ii) below, the Servicer may from time to time reduce the monthly payments on any such PWRES Mortgage Loan (including allowing a monthly payment to be less than that required to pay interest at the related mortgage interest rate and adding the difference to the unpaid principal balance of such PWRES Mortgage Loan) for a period of up to six months but any such change shall not reduce any required Monthly Advance at the original Mortgage Rate; (ii) the Servicer may permit the Mortgagor to substitute collateral for all or a portion of the Mortgaged Property, pledge additional collateral for the PWRES Mortgage Loan or release part of the Mortgaged Property, provided, however, that the Administrator shall have requested and received an Opinion of Counsel addressed to the Trustee and the Administrator (obtained at the expense of the Trust Fund) to the effect that such substitution or addition is permitted hereby and such substitution, additional pledge or release of collateral will not cause the imposition of a tax on the Trust Fund, or any portion thereof, under the REMIC Provisions or cause the Trust Fund, or any portion thereof, to fail to qualify as a REMIC at any time that any Certificate is outstanding. Notwithstanding the foregoing, the Administrator shall not permit the Servicer to agree to any modification which changes the interest rate or term of such PWRES Mortgage Loan or changes the outstanding principal balance of such PWRES Mortgage Loan (except with respect to actual payments of principal received with respect thereto or changes set forth in clause (i) above).

Modifications, Waivers, Amendments and Consents. (a) The Administrator shall ensure that no Subject to Sections 3.20(b) through 3.20(h) below and Section 6.11, the Master Servicer agrees or Special Servicer may, on behalf of the Trustee, agree to any modification, waiver or amendment of any term of any PWRES Mortgage Loan unless the Administrator has first obtained an Opinion of Counsel, which shall be obtained at the expense of the Trust Fund and may be applicable to more than one transaction or generally to a class or classes of transactions described therein, to the effect that the proposed modification, waiver or amendment will not cause a REMIC Loss, provided however that no such Opinion of Counsel shall be required for a modification, waiver or amendment made pursuant to subsection (b) below except as required under clause (ii) thereof. Should a modification to any PWRES Mortgage Loan occur without the Administrator's knowledge which may result in a disqualification of the Trust Fund or any portion thereof as a REMIC, the Company agrees to indemnify and hold harmless the Administrator for any loss or liability. (b) If a Servicer determines with respect to any PWRES Mortgage Loan serviced by it that a material default has occurred or a payment default is reasonably foreseeable or has occurred with respect thereto and that modification, waiver or amendment of the terms of such PWRES Mortgage Loan is reasonably likely to produce a greater recovery on a present value basis than liquidation of such PWRES Mortgage Loan, the Administrator may permit such Servicer, subject to the servicing standard set forth in the related Servicing Agreement, to agree to a modification, waiver or amendment of such PWRES Mortgage Loan, without the consent of the Trustee or any CertificateholdersCertificateholder. (b) All modifications, waivers or amendments of any Mortgage Loan shall be in writing and shall be considered and effected in accordance with the followingServicing Standard. (c) With respect to Mortgage Loans which are not Specially Serviced Mortgage Loans, the Master Servicer, on behalf of the Trustee, shall not agree or consent to any modification, waiver or amendment of any term of any such Mortgage Loan if such modification, waiver or amendment would: (i) subject to affect the provisions in the following clause (ii) and the paragraph following clause (ii) belowamount or timing of any related payment of principal, the Servicer may from time to time reduce the monthly payments on any such PWRES Mortgage Loan interest or other amount (including allowing a monthly payment to be less than that required to pay interest at the related mortgage interest rate Prepayment Premiums, but excluding Penalty Interest and adding the difference to the unpaid principal balance of such PWRES Mortgage Loanother amounts payable as additional servicing compensation) for a period of up to six months but any such change shall not reduce any required Monthly Advance at the original Mortgage Ratepayable thereunder; (ii) affect the Servicer may permit obligation of the related Mortgagor to substitute collateral for all pay a Prepayment Premium or permit a Principal Prepayment during any period in which the related Mortgage Note prohibits Principal Prepayments; (iii) except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(d), result in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property, pledge additional collateral for Property without a corresponding Principal Prepayment in an amount not less than the PWRES Mortgage Loan or release part of the Mortgaged Property, provided, however, that the Administrator shall have requested and received fair market value (as determined by an Opinion of Counsel addressed Appraisal by an Independent Appraiser delivered to the Trustee and the Administrator (obtained Master Servicer at the expense of the Trust Fundrelated Mortgagor and upon which the Master Servicer may conclusively rely) of the property to be released; or (iv) in the judgment of the Master Servicer, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (d) Notwithstanding any provision of this Agreement to the effect contrary, neither the Master Servicer nor the Special Servicer shall consent to, make or permit (i) any modification with respect to any Mortgage Loan that would change the Mortgage Rate or Additional Interest Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date of such substitution or addition Mortgage Loan unless, with respect to a Specially Serviced Mortgage Loan both (A) the related Mortgagor is permitted hereby in default with respect to the Mortgage Loan or, in the judgment of the Special Servicer, such default is reasonably foreseeable and (B) in the sole good faith judgment of the Special Servicer, such substitution, additional pledge or release of collateral will not cause modification would increase the imposition of a tax recovery on the Trust FundMortgage Loan to Certificateholders on a present value basis (the relevant discounting of amounts that will be distributable to Certificateholders to be performed at the related Mortgage Rate) or (ii) any modification, waiver or amendment of any portion thereofterm of any Mortgage Loan that would either (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (and the Treasury Regulations promulgated thereunder with an effective date or proposed effective date that applies or would apply to such waiver, under the modification or amendment) or (B) cause REMIC Provisions I, REMIC II or cause the Trust Fund, or any portion thereof, REMIC III to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. However, the Special Servicer will not be permitted to extend the date on which any Balloon Payment is scheduled to be due unless the Special Servicer has obtained an Appraisal of the related Mortgaged Property, which Appraisal supports the determination of the Special Servicer contemplated by clause (i)(B) of the immediately preceding paragraph. In no event shall the scheduled due date for a Balloon Payment be extended for a period in excess of 12 months per extension or 36 months in the aggregate, without the consent of the Extension Adviser pursuant to Section 3.24 herein, and in no event shall the Special Servicer be permitted to extend the date on which any Balloon Payment is due beyond June 18, 2027. The determination of the Special Servicer contemplated by clause (i)(B) of the first paragraph of this Section 3.20(d) shall be evidenced by an Officer's Certificate to such effect delivered to the Trustee, the Controlling Class Representative and the Master Servicer and describing in reasonable detail the basis for the Special Servicer's determination. (e) Any payment of interest that is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such modification, waiver or amendment so permit. The foregoing shall in no way limit the Master Servicer's or Special Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. (f) The Master Servicer or Special Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request, and (ii) any related costs and expenses incurred by it. In no event shall the Master Servicer or Special Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (g) The Master Servicer or Special Servicer (with respect to Specially Serviced Mortgage Loans) shall notify the Master Servicer, the Controlling Class Representative, any related Sub-Servicers and the Trustee, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof. Copies of each agreement whereby any such modification, waiver or amendment of any term of any Mortgage Loan is effected shall be made available for review upon prior request during normal business hours at the offices of the Trustee pursuant to Section 3.15(g) hereof. (h) If, with respect to any time Defeasance Loan, the Master Servicer shall receive a notice from the related Mortgagor that any Certificate is outstandingit intends to prepay the related Defeasance Loan in accordance with the terms thereof, except as set forth below, the Master Servicer shall (a) promptly respond to such notice in a manner which would require that the Mortgagor pledge Defeasance Collateral in lieu of such prepayment pursuant to the terms of the related Mortgage Note, (b) notify each Rating Agency, the Trustee and the Underwriters of the request to defease a Mortgage Loan and (c) upon the written confirmation from each Rating Agency described in the next paragraph, take such further action as provided in such Mortgage Note to effectuate such pledge, including the purchase and perfection of the Defeasance Collateral in the name of the Trustee, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Investors, Inc., Mortgage Pass-Through Certificates, Series 1997-C1. Notwithstanding the foregoingabove, the Administrator Master Servicer shall not permit a pledge of Defeasance Collateral in lieu of prepayment under a Defeasance Loan if (i) such defeasance would occur within two years of the Servicer to agree to any modification which changes the interest rate or term of Startup Day, (ii) such PWRES Mortgage Loan or changes the outstanding principal balance of such PWRES Mortgage Defeasance Loan (except or any applicable agreement executed in connection with the related defeasance) provides that the Mortgagor will be liable for any shortfalls from the Defeasance Collateral or otherwise become subjected to recourse liability with respect to actual payments the Defeasance Loan, (iii) such defeasance would result in a new Mortgagor on the Defeasance Loan (unless such new Mortgagor is acquiring the Mortgaged Property that was the initial security for the Mortgage Loan), or (iv) any Rating Agency does not confirm in writing to the Master Servicer that the acceptance of principal received with respect thereto a pledge of the Defeasance Collateral in lieu of a full prepayment will not result in a downgrade, withdrawal or changes set forth in clause (i) above)qualification of the ratings then assigned by it to any Class of Certificates.

Modifications, Waivers, Amendments and Consents. (a) The Administrator shall ensure that no Servicer agrees Subject to this Section 4.21, the Company may agree to any modification, waiver waiver, forbearance, or amendment of any term of any PWRES Mortgage Loan unless without the Administrator has first obtained an Opinion consent of Counselthe Purchaser. All modifications, which waivers, forbearances or amendments of any Mortgage Loan shall be obtained at the expense of the Trust Fund in writing and may be applicable to more than one transaction or generally to a class or classes of transactions described therein, to the effect that the proposed modification, waiver or amendment will not cause a REMIC Loss, provided however that no such Opinion of Counsel shall be required for a modification, waiver or amendment made pursuant to subsection (b) below except as required under clause (ii) thereof. Should a modification to any PWRES Mortgage Loan occur without the Administrator's knowledge which may result in a disqualification of the Trust Fund or any portion thereof as a REMIC, the Company agrees to indemnify and hold harmless the Administrator for any loss or liabilityconsistent with Accepted Servicing Practices. (b) If a Servicer determines with respect The Company shall not agree to enter into, and shall not enter into, any PWRES Mortgage Loan serviced by it that a material default has occurred or a payment default is reasonably foreseeable or has occurred with respect thereto and that modification, waiver waiver, forbearance or amendment of the terms any term of such PWRES any Mortgage Loan if such modification, waiver, forbearance, or amendment would: (i) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (ii) in the Company’s judgment, materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or (iii) otherwise constitutes a “significant modification” within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in each case, (A) such Mortgage Loan is 90 days or more past due or (B) the Company delivers to the Purchaser an Opinion of Counsel to the effect that such modification, waiver, forbearance or amendment would not affect the REMIC status of the Trust Estate and, in either case, such modification, waiver, forbearance or amendment is reasonably likely to produce a greater recovery on a present value basis with respect to such Mortgage Loan than liquidation of such PWRES Mortgage Loanwould liquidation. Subject to Accepted Servicing Practices, the Administrator Company may permit such Servicera forbearance for a Mortgage Loan which, in the Company’s judgment, is subject to the servicing standard set forth in the related Servicing Agreementimminent default. (c) Any payment of interest, which is deferred pursuant to agree to a any modification, waiver waiver, forbearance or amendment of such PWRES Mortgage Loanpermitted hereunder, without the consent of the Trustee or any Certificateholdersshall not, in accordance with the following: (i) subject to the provisions in the following clause (ii) and the paragraph following clause (ii) belowfor purposes hereof, the Servicer may from time to time reduce the monthly payments on any such PWRES Mortgage Loan (including allowing a monthly payment to be less than that required to pay interest at the related mortgage interest rate and adding the difference added to the unpaid principal balance of such PWRES the related Mortgage Loan) for a period , notwithstanding that the terms of up to six months but any such change shall not reduce any required Monthly Advance at the original Mortgage Rate; (ii) the Servicer may permit the Mortgagor to substitute collateral for all or a portion of the Mortgaged Property, pledge additional collateral for the PWRES Mortgage Loan or release part such modification, waiver or amendment so permit. (d) The Company may, as a condition to granting any request by a Mortgagor for consent, modification, waiver, forbearance or amendment, the granting of which is within the Company’s discretion pursuant to the Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Company, as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by the Company, which amount shall be retained by the Company as additional servicing compensation. (e) The Company shall notify the Purchaser, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Purchaser (or, at the direction of the Mortgaged PropertyPurchaser, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that the Administrator shall have requested and received an Opinion of Counsel addressed if any such modification, waiver, forbearance or amendment is required by applicable law to the Trustee and the Administrator (obtained at the expense of the Trust Fund) to the effect that such substitution or addition is permitted hereby and such substitution, additional pledge or release of collateral will not cause the imposition of a tax on the Trust Fund, or any portion thereof, under the REMIC Provisions or cause the Trust Fund, or any portion thereof, to fail to qualify as a REMIC at any time that any Certificate is outstanding. Notwithstanding the foregoingbe recorded, the Administrator shall not permit the Servicer to agree to any modification which changes the interest rate or term of such PWRES Mortgage Loan or changes the outstanding principal balance of such PWRES Mortgage Loan (except with respect to actual payments of principal received with respect thereto or changes set forth in clause Company (i) above)shall deliver to the Purchaser a copy thereof and (ii) shall deliver to the Purchaser such document, with evidence of notification upon receipt thereof from the public recording office.

Modifications, Waivers, Amendments and Consents. (a) The Administrator shall ensure that no Subject to Sections 3.20(b) through 3.20(k) below and Section 6.11, the Master Servicer agrees or the Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, may, on behalf of the Trustee for the benefit of the Trust Fund, agree to any modification, waiver or amendment of any term of any PWRES Mortgage Loan unless the Administrator has first obtained an Opinion of Counsel, which shall be obtained at the expense of the Trust Fund and may be applicable to more than one transaction or generally to a class or classes of transactions described therein, to the effect that the proposed modification, waiver or amendment will not cause a REMIC Loss, provided however that no such Opinion of Counsel shall be required for a modification, waiver or amendment made pursuant to subsection (b) below except as required under clause (ii) thereof. Should a modification to any PWRES Mortgage Loan occur without the Administrator's knowledge which may result in a disqualification of the Trust Fund or any portion thereof as a REMIC, the Company agrees to indemnify and hold harmless the Administrator for any loss or liability. (b) If a Servicer determines with respect to any PWRES Mortgage Loan serviced by it that a material default has occurred or a payment default is reasonably foreseeable or has occurred with respect thereto and that modification, waiver or amendment of the terms of such PWRES Mortgage Loan is reasonably likely to produce a greater recovery on a present value basis than liquidation of such PWRES Specially Serviced Mortgage Loan, the Administrator may permit such Servicer, subject to the servicing standard set forth in the related Servicing Agreement, to agree to a modification, waiver or amendment of such PWRES Mortgage Loanas applicable, without the consent of the Trustee or any CertificateholdersCertificateholder if it determines, in accordance with the followingServicing Standard, that it is appropriate to do so. (b) All modifications, waivers or amendments of any Mortgage Loan shall be in writing and shall be considered and effected in accordance with the Servicing Standard. (c) Except as provided in 3.20(d) and the last sentence of Section 3.02(a), the Master Servicer or the Special Servicer, on behalf of the Trustee, shall not agree or consent to any modification, waiver or amendment of any term of any Mortgage Loan that would: (i) subject to affect the provisions in the following clause (ii) and the paragraph following clause (ii) belowamount or timing of any related payment of principal, the Servicer may from time to time reduce the monthly payments on any such PWRES Mortgage Loan interest or other amount (including allowing a monthly payment to be less than that required to pay Prepayment Premiums, but excluding default interest at the related mortgage interest rate and adding the difference to the unpaid principal balance of such PWRES Mortgage Loanamounts payable as additional servicing compensation) for a period of up to six months but any such change shall not reduce any required Monthly Advance at the original Mortgage Ratepayable thereunder; (ii) affect the Servicer may permit obligation of the related Mortgagor to substitute collateral for all pay a Prepayment Premium or permit a Principal Prepayment during any period in which the related Mortgage Note prohibits Principal Prepayments; (iii) except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(e), result in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property, pledge additional collateral for Property without a corresponding Principal Prepayment in an amount not less than the PWRES Mortgage Loan or release part of the Mortgaged Property, provided, however, that the Administrator shall have requested and received fair market value (as determined by an Opinion of Counsel addressed appraisal by an Independent Appraiser delivered to the Trustee and the Administrator (obtained Special Servicer at the expense of the Trust Fundrelated Mortgagor and upon which the Special Servicer may conclusively rely) of the property to be released; (iv) in the reasonable, good faith judgment of the Master Servicer or the Special Servicer, as applicable, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (d) Notwithstanding Section 3.20(c), but subject to the effect that such substitution third paragraph of this Section 3.20(d) and the rights of the Controlling Class Representative set forth in Section 6.11, the Special Servicer may (i) reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest or addition is permitted hereby and such substitutionany Prepayment Premium, additional pledge or release (ii) reduce the amount of collateral will not cause the imposition monthly payment on any Specially Serviced Mortgage Loan, including by way of a tax reduction in the related Mortgage Rate, (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan and/or (iv) accept a principal prepayment on any Specially Serviced Mortgage Loan during any Lockout Period; provided that (A) the related Mortgagor is in default with respect to the Specially Serviced Mortgage Loan or, in the judgment of the Special Servicer, such default is reasonably foreseeable, (B) in the reasonable, good faith judgment of the Special Servicer, such modification, waiver or amendment would increase the recovery on the Trust FundMortgage Loan to Certificateholders on a net present value basis documented to the Trustee (the relevant discounting of amounts that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate) and (C) such modification, waiver or any portion thereofamendment would not both (1) effect an exchange or reissuance of the Mortgage Loan under Section 1001 of the Code (and the Treasury regulations promulgated thereunder) and (2) cause REMIC I, under the REMIC Provisions II or cause the Trust Fund, or any portion thereof, REMIC III to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. In addition, notwithstanding Section 3.20(c), but subject to the third paragraph of this Section 3.20(d) and Section 6.11, the Special Servicer may extend the date on which any Balloon Payment is scheduled to be due in respect of a Specially Serviced Mortgage Loan if the conditions set forth in the proviso to the prior paragraph are satisfied and the Special Servicer has obtained an appraisal in accordance with the Standards of the Appraisal Institute of the related Mortgaged Property, performed by an Independent Appraiser, in connection with such extension, which appraisal supports the determination of the Special Servicer contemplated by clause (B) of the proviso to the immediately preceding paragraph. In no event will the Special Servicer (i) extend the maturity date of a Mortgage Loan beyond a date that is two years prior to the Rated Final Distribution Date or (ii) if the Mortgage Loan is secured by a Ground Lease, extend the maturity date of such Mortgage Loan beyond a date which is less than 10 years prior to the expiration of the term of such Ground Lease. The determination of the Special Servicer contemplated by clause (B) of the proviso to the first paragraph of this Section 3.20(d) shall be evidenced by an Officer's Certificate to such effect delivered to the Trustee, the Controlling Class Representative, the Master Servicer and the Rating Agencies and describing in reasonable detail the basis for the Special Servicer's determination. The Special Servicer shall append to such Officer's Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination. (e) Any payment of interest that is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such modification, waiver or amendment so permit. The foregoing shall in no way limit the Special Servicer's ability to charge and collect from the Mortgagor costs otherwise collectible under the terms of the related Mortgage Note and this Agreement together with interest thereon. (f) The Special Servicer and the Master Servicer, as applicable, may, as a condition to granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request, and (ii) any related costs and expenses incurred by it. In no event shall the Special Servicer or the Master Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (g) The Master Servicer and the Special Servicer, as applicable, shall notify any related Sub-Servicers, the Rating Agencies, the Trustee, the Controlling Class Representative and, in the case of the Special Servicer, the Master Servicer, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Custodian (with a copy to the Master Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof. Copies of each agreement whereby any such modification, waiver or amendment of any term of any Mortgage Loan is effected shall be sent to the Controlling Class Representative and otherwise be made available for review upon prior request during normal business hours at the offices of the Trustee. (h) If, with respect to any time Defeasance Loan, the Master Servicer shall receive a notice from the related Mortgagor that any Certificate is outstandingit intends to defease the related Defeasance Loan in accordance with the terms thereof, except as set forth below, the Master Servicer shall (a) promptly respond to such notice in a manner which would require that the Mortgagor pledge Defeasance Collateral in lieu of such prepayment pursuant to the terms of the related Mortgage Note, (b) notify each Rating Agency, the Trustee, the Controlling Class Representative and the Underwriters in writing of the request to defease a Mortgage Loan and (c) upon the written confirmation from each Rating Agency described in the next paragraph, take such further action as provided in such Mortgage Note to effectuate such pledge, including the purchase and perfection of the Defeasance Collateral in the name of the Trustee, as trustee for the registered holders of Commercial Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-C2. Notwithstanding the foregoingabove, the Administrator Master Servicer shall not permit a pledge of Defeasance Collateral in lieu of prepayment under a Defeasance Loan if (i) such defeasance would occur within two years of the Servicer to agree to any modification which changes the interest rate or term of Startup Day, (ii) such PWRES Mortgage Loan or changes the outstanding principal balance of such PWRES Mortgage Defeasance Loan (except or any applicable agreement executed in connection with the related defeasance) provides that the Mortgagor will be liable for any shortfalls from the Defeasance Collateral or otherwise become subjected to recourse liability with respect to actual payments the Defeasance Loan, (iii) such defeasance would result in a new Mortgagor (other than a new entity that will hold the Defeasance Collateral) on the Defeasance Loan (unless such new Mortgagor is acquiring the Mortgaged Property that was the initial security for the Defeasance Loan), (iv) any Rating Agency does not confirm in writing to the Master Servicer that the acceptance of principal received a pledge of the Defeasance Collateral in lieu of a full prepayment will not result in a downgrade, withdrawal or qualification of the ratings then assigned by it to any Class of Certificates, or (v) to the extent permitted in the related Mortgage Loan documents, the related Mortgagor does not pay all costs incurred in connection with respect thereto or changes set forth in clause such defeasance. (i) above)[RESERVED] (j) The Special Servicer shall not consent to the modification, waiver or amendment of a Lease Enhancement Policy without receiving prior written confirmation from each Rating Agency that such modification, waiver or amendment will not result in a qualification, downgrade or withdrawal of the ratings on the Certificates or the prior written consent of each Rating Agency. The Master Servicer shall not consent to any modification, waiver or amendment of any Lease Enhancement Policy. (k) With respect to a Mortgage Loan secured by a Mortgaged Property which is a hospitality property and to the extent the related loan documents permit, neither the Master Servicer nor the Special Servicer shall consent to any change in the franchise affiliation of such Mortgaged Property without receiving the prior written confirmation from the Rating Agencies that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates; provided, that with respect to DCR, such prior written confirmation shall be required only for Mortgage Loans with a Stated Principal Balances at the time of determination equal to or in excess of 2% of the aggregate Stated Principal Balance of all Mortgage Loans and in all events, the Master Servicer or the Special Servicer, as applicable shall provide a written recommendation as to whether such confirmation is appropriate. (l) With respect to any Mortgage Loan that, at the time of determination, has a Stated Principal Balance either (i) in excess of 5% of the aggregate Stated Principal Balance of all Mortgage Loans or (ii) in excess of $20 million, neither the Master Servicer nor the Special Servicer, as applicable, shall approve a change of the property manager without receiving the prior written confirmation from the Rating Agencies that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates.

Modifications, Waivers, Amendments and Consents. (ai) The Administrator shall ensure that no Master Servicer agrees to any modificationmay, waiver or amendment without the consent of the Special Servicer, extend the maturity date of any term of any PWRES Balloon Mortgage Loan unless that is not a Specially Serviced Mortgage Loan to a date that, in the Administrator has first obtained aggregate, with all previous extensions is not more than 60 days following the original Maturity Date, if in the Master Servicer's sole judgment exercised in good faith (and evidenced by an Opinion of CounselOfficer's Certificate), which shall be obtained at (A) a default in the expense payment of the Trust Fund and may be applicable to more than one transaction or generally to a class or classes of transactions described therein, to the effect that the proposed modification, waiver or amendment will not cause a REMIC Loss, provided however that no such Opinion of Counsel shall be required for a modification, waiver or amendment made pursuant to subsection (b) below except as required under clause (ii) thereof. Should a modification to any PWRES Mortgage Loan occur without the Administrator's knowledge which may result in a disqualification of the Trust Fund or any portion thereof as a REMIC, the Company agrees to indemnify and hold harmless the Administrator for any loss or liability. (b) If a Servicer determines with respect to any PWRES Mortgage Loan serviced by it that a material default has occurred or a payment default Balloon Payment is reasonably foreseeable or has occurred with respect thereto and that modification, waiver or amendment of the terms of such PWRES Mortgage Loan extension is reasonably likely to produce a greater recovery on a net present value basis than liquidation of such PWRES Balloon Mortgage Loan, Loan and (B) the Administrator may permit Master Servicer reasonably believes that such Servicer, subject Balloon Payment will be paid in full by the Mortgagor within such extension period. The Master Servicer shall process all such extensions and shall be entitled to (as additional servicing compensation) 50% of any extension fees collected from a Mortgagor with respect to any such extension (with the remaining 50% being transferred by the Master Servicer to the servicing standard set forth Non-REMIC Trust Collection Subaccount). (ii) The Master Servicer may require, in its discretion, as a condition to granting any request by a Mortgagor for any extension of a maturity date, that such Mortgagor pay to the Master Servicer a reasonable and customary modification fee to the extent permitted by law. The Master Servicer may charge the Mortgagor for any costs and expenses (including reasonable attorneys' fees) incurred by the Master Servicer in connection with any request for an extension of a maturity date. The failure or inability of the Mortgagor to pay any such costs and expenses shall not impair the right of the Master Servicer to cause such costs and expenses, and interest thereon at the Advance Rate, to be paid or reimbursed as a Servicing Advance (to the extent not paid by the Mortgagor). (iii) The Master Servicer shall notify the Trustee of any extension of the maturity date of any Mortgage Loan permitted by it under this Section and the date thereof, and shall deliver to the Trustee for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly following the execution thereof except to the extent such documents have been submitted to the applicable recording office, in which event the Master Servicer shall promptly deliver copies of such documents to the Trustee. (b) Subject to the limitations of Section 12.1(j) and 12.2, the Special Servicer (and, where explicitly stated, the Master Servicer) shall have the following additional duties and rights: (i) Subject to the Servicing AgreementStandard, to agree to a and the rights and duties of the Master Servicer under paragraph (a) above of this Section 8.18, the Special Servicer may enter into any modification, waiver or amendment (including, without limitation, the substitution or release of such PWRES collateral or the pledge of additional collateral) of the terms of any Mortgage Loan, including without limitation any modification, waiver or amendment to (a) reduce the consent amounts owing under any Mortgage Loan by forgiving principal, accrued interest, any Penalty Charges and/or any Prepayment Charge, (b) reduce the amount of the Trustee Monthly Payment on any Mortgage Loan, including by way of a reduction in the related Mortgage Rate, (c) forebear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Mortgage Loan, (d) extend the Maturity Date of any CertificateholdersMortgage Loan and/or (e) accept a principal prepayment on any Mortgage Loan during any period during which voluntary Principal Prepayments are prohibited, provided, in accordance the case of any such modification, waiver or amendment, that (A) such modification, waiver or amendment would not cause an Adverse REMIC Event to occur, (B) the related Mortgagor is in default with respect to the following: Mortgage Loan or, in the reasonable judgment of the Special Servicer, such default is reasonably foreseeable, and (C) in the case of any Specially Serviced Mortgage Loan, in the reasonable judgment of the Special Servicer, such modification, waiver or amendment would increase the recovery on the Specially Serviced Mortgage Loan to Certificateholders on a net present value basis (the relevant discounting of amounts that will be distributable to Certificateholders to be performed at the related Mortgage Rate). In no event, however, shall the Special Servicer (i) subject extend the Maturity Date of a Mortgage Loan beyond a date that is two years prior to the provisions Final Rated Distribution Date, (ii) extend the Maturity Date of a Mortgage Loan at an interest rate below the then prevailing interest rate for comparable loans, as determined by the Special Servicer (such limitation of extensions made at a below market rate shall not limit the ability of the Special Servicer to extend the Maturity Date of any Mortgage Loan at an interest rate at or in excess of the prevailing rate for comparable loans at the time of such modification), (iii) if the Mortgage Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan beyond a date which is ten (10) years prior to the expiration of the then-current term of such ground lease, (iv) reduce the Mortgage Rate of a Mortgage Loan to a rate below the prevailing interest rate for comparable loans, as determined by the Special Servicer, or (v) defer interest due on any Mortgage Loan in excess of 25% of the Stated Principal Balance of such Mortgage Loan or defer the collection of interest on any Mortgage Loan without accruing interest on such deferred interest at a rate at least equal to the Mortgage Rate of such Mortgage Loan. Notwithstanding the foregoing, if a Mortgage Loan is a Balloon Mortgage Loan that has failed to make the Balloon Payment at its original Maturity Date, and such Balloon Mortgage Loan is not a Specially Serviced Mortgage Loan (other than by reason of the failure to make its Balloon Payment) and has not been delinquent in the following preceding twelve months (other than with respect to the Balloon Payment), then in addition to the other alternatives specified above, the Special Servicer may make up to five one-year extensions at the existing Mortgage Rate for such Mortgage Loan. The preceding sentence does not modify the limitations of clause (i) of the preceding paragraph. The determination of the Special Servicer contemplated by clause (D) of the proviso to the first paragraph of this subsection (b)(i), and clause (ii) and of the second paragraph following clause of this subsection (ii) belowb)(i), shall be evidenced by an Officer's Certificate setting forth the Servicer may from time to time reduce the monthly payments on any such PWRES Mortgage Loan information required under this subsection (including allowing a monthly payment to be less than that required to pay interest at the related mortgage interest rate and adding the difference to the unpaid principal balance of such PWRES Mortgage Loan) for a period of up to six months but any such change shall not reduce any required Monthly Advance at the original Mortgage Rate;b)(i). (ii) In the event the Special Servicer may intends to permit the a Mortgagor to substitute collateral for all or a any portion of the a Mortgaged Property, Property pursuant to this Section 8.18 or pledge additional collateral for the PWRES Mortgage Loan or release part pursuant to this Section 8.18, if the security interest of the Mortgaged PropertyTrust in such collateral would be perfected by possession, or if such collateral requires special care or protection, then prior to agreeing to such substitution or addition of collateral, the Special Servicer shall make arrangements for such possession, care or protection, and prior to agreeing to such substitution or addition of collateral (or such arrangement for possession, care or protection) shall obtain the prior written consent of the Trustee with respect thereto (which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that the Administrator Trustee shall not be required (but has the option) to consent to any substitution or addition of collateral or to hold any such collateral that will require the Trustee to undertake any additional duties or obligations or incur any additional expense; and provided, further, that the Trustee shall not be required to consent to any substitution or addition of collateral that would, in the Trustee's discretion, result in an Adverse REMIC Event. The Special Servicer shall not permit any Mortgagor to add or substitute any collateral for an outstanding Mortgage Loan, which collateral constitutes real property, unless the Special Servicer shall have requested first determined, in its reasonable and received good faith judgment, based upon an Opinion of Counsel addressed to Environmental Assessment (and such additional environmental testing as the Trustee Special Servicer deems necessary and the Administrator appropriate) prepared by an Independent Person who regularly conducts Environmental Assessments (obtained and such additional environmental testing), at the expense of the Trust Fund) Mortgagor, that such additional or substitute collateral is in compliance with applicable Environmental Laws and that there are no circumstances or conditions present with respect to such new collateral relating to the effect that such substitution use, management or addition is permitted hereby disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations. The Special Servicer shall not release or substitute any collateral securing an outstanding Mortgage Loan except as provided in Section 8.7(d) and such substitution, additional pledge or release of collateral will not cause except in the imposition case of a tax on release where (A) the Trust Funduse of the collateral to be released will not, in the Special Servicer's good faith and reasonable judgment, materially and adversely affect the net cash flow being generated by or the use of the related Mortgaged Property, (B) there is a corresponding principal paydown of such Mortgage Loan in an amount at least equal to, or a delivery of substitute collateral with an appraised value at least equal to, the appraised value of the collateral to be released, (C) the remaining Mortgaged Property and any portion thereofsubstitute collateral is, under in the REMIC Provisions Special Servicer's good faith and reasonable judgment, adequate security for the remaining Mortgage Loan and (D) such release and/or substitution would not result in the downgrade, qualification or cause withdrawal of the Trust Fundrating then assigned by any Rating Agency to any Class of Certificates (as confirmed in writing by each Rating Agency); (iii) The Special Servicer will promptly deliver to the Master Servicer, the Operating Adviser and the Trustee a notice, specifying any such modifications, waivers or amendments, such notice identifying the affected Mortgage Loan. Such notice shall be delivered to the Trustee and shall set forth the reasons for such waiver, modification, or any portion thereofamendment (including, to fail to qualify but not limited to, information such as related income and expense statements, rent rolls, occupancy status, property inspections, and an internal or external appraisal performed in accordance with MAI standards and methodologies (and, if done externally, the cost of such appraisal shall be recoverable as a REMIC Servicing Advance subject to the provisions of Section 4.4 hereof)). Notices required by this Subsection 8.18(b)(iv) shall be delivered to the Operating Advisor at least 5 days prior to the anticipated action, unless an emergency or other exigency requires more prompt action and, in such case, such notice shall be provided at the earliest possible date. The Special Servicer shall also deliver to the Trustee (or the Custodian), for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment promptly following the execution thereof. (iv) No fee described in this Section shall be collected by the Special Servicer from the Mortgagor (or on behalf of the Mortgagor) in conjunction with any time that consent or any Certificate is outstandingmodification, waiver or amendment of the Mortgage Loan if the collection of such fee would cause such consent, modification, waiver or amendment to be a "significant modification" of the Mortgage Note within the meaning of Treasury Regulation ss. Notwithstanding 1.860G-2(b). Subject to the foregoing, the Administrator Special Servicer shall not permit use its reasonable efforts, in accordance with the Servicer Servicing Standard, to agree to collect any modification which changes the interest rate or term fees and other expenses connected with a permitted modification of such PWRES a Mortgage Loan or changes the outstanding principal balance of such PWRES Mortgage Loan (except with respect to actual payments of principal received with respect thereto or changes set forth in clause (i) above).from the

Modifications, Waivers, Amendments and Consents. (a) The Administrator shall ensure that no Subject to Sections 3.20(b) through 3.20(g) below, the Special Servicer agrees may, on behalf of the Trustee, agree to any modification, waiver or amendment of any term of any PWRES Mortgage Loan unless the Administrator has first obtained an Opinion of Counsel, which shall be obtained at the expense of the Trust Fund and may be applicable to more than one transaction or generally to a class or classes of transactions described therein, to the effect that the proposed modification, waiver or amendment will not cause a REMIC Loss, provided however that no such Opinion of Counsel shall be required for a modification, waiver or amendment made pursuant to subsection (b) below except as required under clause (ii) thereof. Should a modification to any PWRES Mortgage Loan occur without the Administrator's knowledge which may result in a disqualification of the Trust Fund or any portion thereof as a REMIC, the Company agrees to indemnify and hold harmless the Administrator for any loss or liability. (b) If a Servicer determines with respect to any PWRES Mortgage Loan serviced by it that a material default has occurred or a payment default is reasonably foreseeable or has occurred with respect thereto and that modification, waiver or amendment of the terms of such PWRES Mortgage Loan is reasonably likely to produce a greater recovery on a present value basis than liquidation of such PWRES Mortgage Loan, the Administrator may permit such Servicer, subject to the servicing standard set forth in the related Servicing Agreement, to agree to a modification, waiver or amendment of such PWRES Mortgage Loan, without the consent of the Trustee or any CertificateholdersCertificateholder. (b) All modifications, waivers or amendments of any Mortgage Loan shall be in writing and shall be considered and effected in accordance with the followingServicing Standard. (c) The Special Servicer, on behalf of the Trustee, shall not agree or consent to any modification, waiver or amendment of any term of any Mortgage Loan that is not a Specially Serviced Mortgage Loan if such modification, waiver or amendment would: (i) subject to affect the provisions in the following clause (ii) and the paragraph following clause (ii) belowamount or timing of any related payment of principal, the Servicer may from time to time reduce the monthly payments on any such PWRES Mortgage Loan interest or other amount (including allowing a monthly payment to be less than that required to pay interest at the related mortgage interest rate Prepayment Premiums or Yield Maintenance Charges, but excluding Penalty Interest and adding the difference to the unpaid principal balance of such PWRES Mortgage Loanother amounts payable as additional servicing compensation) for a period of up to six months but any such change shall not reduce any required Monthly Advance at the original Mortgage Ratepayable thereunder; (ii) affect the Servicer may permit obligation of the related Mortgagor to substitute collateral for all pay a Prepayment Premium or Yield Maintenance Charge or permit a Principal Prepayment during any period in which the related Mortgage Note prohibits Principal Prepayments; (iii) except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(d), result in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property, pledge additional collateral for Property without a corresponding Principal Prepayment in an amount not less than the PWRES Mortgage Loan or release part of the Mortgaged Property, provided, however, that the Administrator shall have requested and received fair market value (as determined by an Opinion of Counsel addressed appraisal by an Independent Appraiser delivered to the Trustee and the Administrator (obtained Special Servicer at the expense of the Trust Fundrelated Mortgagor and upon which the Special Servicer may conclusively rely) of the property to be released; or (iv) in the judgment of the Special Servicer, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (d) The Special Servicer shall not consent to, make or permit (i) any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date of such Mortgage Loan unless, both (A) the related Mortgagor is in default with respect to the effect that Mortgage Loan or, in the judgment of the Special Servicer, such substitution or addition default is permitted hereby reasonably foreseeable and (B) in the sole good faith judgment of the Special Servicer, such substitution, additional pledge or release of collateral will not cause modification would increase the imposition of a tax recovery on the Trust FundMortgage Loan to Certificateholders on a present value basis (the relevant discounting of amounts that will be distributable to Certificateholders to be performed at the related Mortgage Rate) or (ii) any modification, waiver or amendment of any portion thereofterm of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, under the REMIC Provisions temporary or proposed Treasury regulations promulgated thereunder with an effective date or proposed effective date that applies or would apply to such waiver, modification or amendment) and (B) cause the Trust Fund, or any portion thereof, Fund to fail to qualify as a REMIC at under the Code or result in the imposition of any time that any Certificate is outstanding. Notwithstanding tax on "prohibited transactions" or "contributions" after the foregoing, Startup Day under the Administrator shall not permit the Servicer to agree to any modification which changes the interest rate or term of such PWRES Mortgage Loan or changes the outstanding principal balance of such PWRES Mortgage Loan (except with respect to actual payments of principal received with respect thereto or changes set forth in clause (i) above)REMIC Provisions.

Modifications, Waivers, Amendments and Consents. (a) The Administrator shall ensure that no Subject to Sections 3.20(b) through 3.20(g) below, the Master Servicer agrees or Special Servicer may, on behalf of the Trustee, agree to any modification, waiver or amendment of any term of any PWRES Mortgage Loan unless that it is then required to service and administer without the Administrator has first obtained an Opinion of Counsel, which shall be obtained at the expense consent of the Trust Fund and may be applicable to more than one transaction or generally to a class or classes of transactions described therein, to the effect that the proposed modification, waiver or amendment will not cause a REMIC Loss, provided however that no such Opinion of Counsel shall be required for a modification, waiver or amendment made pursuant to subsection (b) below except as required under clause (ii) thereof. Should a modification to any PWRES Mortgage Loan occur without the Administrator's knowledge which may result in a disqualification of the Trust Fund Trustee or any portion thereof as a REMIC, the Company agrees to indemnify and hold harmless the Administrator for any loss or liabilityCertificateholder. (b) If a All modifications, waivers or amendments of any Mortgage Loan shall be in writing and shall be considered and effected in accordance with the Servicing Standard. (c) Except as provided in Section 3.20(d) below, the Master Servicer determines with respect or Special Servicer, on behalf of the Trustee, shall not agree or consent to any PWRES Mortgage Loan serviced by it that a material default has occurred or a payment default is reasonably foreseeable or has occurred with respect thereto and that modification, waiver or amendment of any term of any Mortgage Loan if such modification, waiver or amendment would: (i) affect the terms amount or timing of any related payment of principal, interest or other amount (including Prepayment Premiums or Yield Maintenance Charges, but excluding Penalty Interest and other amounts payable as additional servicing compensation) payable thereunder; (ii) affect the obligation of the related Mortgagor to pay a Prepayment Premium or Yield Maintenance Charge or permit a Principal Prepayment during any period in which the related Mortgage Note prohibits Principal Prepayments; (iii) except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(d), result in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as determined by an appraisal by an Independent MAI-designated appraiser delivered to the Master Servicer or Special Servicer, as the case may be, at the expense of the related Mortgagor and upon which the Master Servicer or Special Servicer may conclusively rely) of the property to be released; or (iv) in the judgment of the Master Servicer or Special Servicer, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. Notwithstanding any provision of this Agreement to the contrary, neither the Master Servicer nor Special Servicer shall consent to, make or permit (i) any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date of such PWRES Mortgage Loan unless, with respect to a Specially Serviced Mortgage Loan, both (A) the related Mortgagor is in default with respect to the Mortgage Loan or, in the judgment of the Special Servicer, such default is reasonably likely foreseeable and (B) in the sole good faith judgment of the Special Servicer, such modification would increase the recovery on the Mortgage Loan to produce a greater recovery Certificateholders on a present value basis than liquidation (the relevant discounting of such PWRES Mortgage Loan, the Administrator may permit such Servicer, subject amounts that will be distributable to the servicing standard set forth in Certificateholders to be performed at the related Servicing Agreement, to agree to a Mortgage Rate) or (ii) any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such PWRES Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause the Trust Fund to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. If the Special Servicer is the Holder, or an Affiliate of the Holder, of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class, then the determination of the Special Servicer contemplated by clause (i)(B) of the preceding sentence shall be evidenced by an Officer's Certificate to such effect delivered to the Trustee, the Master Servicer and the Sub-Servicers and describing in reasonable detail the basis for the Special Servicer's determination. (d) Subject to Section 3.20(b) above and the last paragraph of Section 3.20(c) above, with respect to any Specially Serviced Mortgage Loan, the Special Servicer may, on behalf of the Trustee, without the consent of the Trustee or any Certificateholders, in accordance with the following: Certificateholder (i) subject to reduce the provisions in the following clause amounts owing under any Mortgage Loan by forgiving principal and/or accrued interest, (ii) and reduce the paragraph following amount of the Monthly Payment on any Mortgage Loan, including by way of a reduction in the related Mortgage Rate, and/or (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage. However, the Special Servicer will not be permitted to extend the date on which any Balloon Payment is scheduled to be due unless the Special Servicer has obtained an appraisal of the related Mortgaged Property, performed by an Independent MAI-designated appraiser, in connection with such extension, which appraisal supports the determination of the Special Servicer contemplated by clause (iii)(B) belowof the first sentence of the last paragraph of Section 3.20(c). In no event shall the scheduled due date for a Balloon Payment be extended for a period in excess of 36 months, the Servicer may from time and no single extension shall exceed a period of twelve months. (e) Any payment of interest that is deferred pursuant to time reduce the any modification, waiver or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly payments on any such PWRES Mortgage Loan (including allowing a monthly payment distributions to Certificateholders, be less than that required to pay interest at the related mortgage interest rate and adding the difference added to the unpaid principal balance of such PWRES the related Mortgage Loan, notwithstanding that the terms of such modification, waiver or amendment so permit. (f) The Master Servicer or Special Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to it (i) as additional servicing compensation, a period of up to six months but any reasonable or customary fee for the additional services performed in connection with such change shall not reduce any required Monthly Advance at the original Mortgage Rate; request, and (ii) any related costs and expenses incurred by it. In no event shall the Master Servicer may permit or Special Servicer be entitled to payment for such fees or expenses unless such payment is collected from the Mortgagor related Mortgagor. (g) The Master Servicer or Special Servicer shall notify the Master Servicer (with respect to substitute collateral for all or a portion of the Mortgaged Property, pledge additional collateral for the PWRES Specially Serviced Mortgage Loan or release part of the Mortgaged Property, provided, however, that the Administrator shall have requested and received an Opinion of Counsel addressed to the Trustee Loans) any Sub-Servicers and the Administrator (obtained at the expense Trustee, in writing, of the Trust Fund) to the effect that such substitution any modification, waiver or addition is permitted hereby and such substitution, additional pledge or release amendment of collateral will not cause the imposition of a tax on the Trust Fund, or any portion thereof, under the REMIC Provisions or cause the Trust Fund, or any portion thereof, to fail to qualify as a REMIC at any time that any Certificate is outstanding. Notwithstanding the foregoing, the Administrator shall not permit the Servicer to agree to any modification which changes the interest rate or term of such PWRES Mortgage Loan or changes the outstanding principal balance of such PWRES any Mortgage Loan (except with respect including fees charged the Mortgagor) and the date thereof, and shall deliver to actual payments the Custodian for deposit in the related Mortgage File, an original counterpart of principal received with respect thereto the agreement relating to such modification, waiver or changes set forth amendment, promptly (and in clause (iany event within ten Business Days) above)following the execution thereof.

Modifications, Waivers, Amendments and Consents. (a) The Administrator shall ensure that no Subject to Sections 3.20(b) through 3.20(h) below, the Master Servicer agrees or Special Servicer may, on behalf of the Trustee, agree to any modification, waiver or amendment of any term of any PWRES Mortgage Loan unless the Administrator has first obtained an Opinion of Counsel, which shall be obtained at the expense of the Trust Fund and may be applicable to more than one transaction or generally to a class or classes of transactions described therein, to the effect that the proposed modification, waiver or amendment will not cause a REMIC Loss, provided however that no such Opinion of Counsel shall be required for a modification, waiver or amendment made pursuant to subsection (b) below except as required under clause (ii) thereof. Should a modification to any PWRES Mortgage Loan occur without the Administrator's knowledge which may result in a disqualification of the Trust Fund or any portion thereof as a REMIC, the Company agrees to indemnify and hold harmless the Administrator for any loss or liability. (b) If a Servicer determines with respect to any PWRES Mortgage Loan serviced by it that a material default has occurred or a payment default is reasonably foreseeable or has occurred with respect thereto and that modification, waiver or amendment of the terms of such PWRES Mortgage Loan is reasonably likely to produce a greater recovery on a present value basis than liquidation of such PWRES Mortgage Loan, the Administrator may permit such Servicer, subject to the servicing standard set forth in the related Servicing Agreement, to agree to a modification, waiver or amendment of such PWRES Mortgage Loan, without the consent of the Trustee or any CertificateholdersCertificateholder; provided, however, with respect to any such determination to be made by the Master Servicer, the Master Servicer will notify the Special Servicer of, and confer with the Special Servicer regarding, its intent to modify, waive or amend any term of any Mortgage Loan no less than five Business Days prior to taking such action; and, provided, further, that the Special Servicer shall have no right to veto the Master Servicer's determination. Notwithstanding the foregoing, the Master Servicer may take any action prior to the expiration of such five Business Day period if, in the Maser Servicer's sole reasonable judgment, a delay in taking such action would be inconsistent with the Servicing Standard. (b) All modifications, waivers or amendments of any Mortgage Loan shall be in writing and shall be considered and effected in accordance with the followingServicing Standard. (c) With respect to Mortgage Loans which are not Specially Serviced Mortgage Loans, the Master Servicer, on behalf of the Trustee, shall not agree or consent to any modification, waiver or amendment of any term of any such Mortgage Loan if such modification, waiver or amendment would: (i) subject affect the amount or timing of any related payment of principal, interest or other amount (including Prepayment Premiums, but excluding Default Interest and other amounts payable as additional servicing compensation to the provisions in the following clause (iiMaster Servicer) and the paragraph following clause (ii) below, the Servicer may from time to time reduce the monthly payments on any such PWRES Mortgage Loan (including allowing a monthly payment to be less than that required to pay interest at the related mortgage interest rate and adding the difference to the unpaid principal balance of such PWRES Mortgage Loan) for a period of up to six months but any such change shall not reduce any required Monthly Advance at the original Mortgage Ratepayable thereunder; (ii) affect the Servicer may permit obligation of the related Mortgagor to substitute collateral for all pay a Prepayment Premium or permit a Principal Prepayment during any period in which the related Mortgage Note prohibits Principal Prepayments; (iii) except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(d), result in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property, pledge additional collateral for Property without a corresponding Principal Prepayment in an amount not less than the PWRES Mortgage Loan or release part of the Mortgaged Property, provided, however, that the Administrator shall have requested and received fair market value (as determined by an Opinion of Counsel addressed Appraisal by an Independent Appraiser delivered to the Trustee and the Administrator (obtained Master Servicer at the expense of the Trust Fundrelated Mortgagor and upon which the Master Servicer may conclusively rely) of the property to be released; or (iv) in the judgment of the Master Servicer, otherwise materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. (d) Notwithstanding any provision of this Agreement to the effect contrary, neither the Master Servicer nor the Special Servicer shall consent to, make or permit (i) any modification with respect to any Mortgage Loan that would change the Mortgage Rate or Additional Interest Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date of such substitution or addition Mortgage Loan unless, with respect to a Specially Serviced Mortgage Loan, both (A) the related Mortgagor is permitted hereby in default with respect to the Mortgage Loan or, in the sole good faith judgment of the Special Servicer, such default is reasonably foreseeable and (B) in the sole good faith judgment of the Special Servicer, such substitution, additional pledge or release of collateral will not cause modification would increase the imposition of a tax recovery on the Trust FundMortgage Loan to Certificateholders on a present value basis (the relevant discounting of amounts that will be distributable to Certificateholders to be performed at the related Mortgage Rate) or (ii) any modification, waiver or amendment of any portion thereofterm of any Mortgage Loan that would (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (and the Treasury Regulations promulgated thereunder with an effective date or proposed effective date that applies or would apply to such waiver, under the modification or amendment) and (B) cause REMIC Provisions I, REMIC II or cause the Trust Fund, or any portion thereof, REMIC III to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. However, the Special Servicer will not be permitted to extend the date on which any Balloon Payment is scheduled to be due unless the Special Servicer has obtained an Appraisal of the related Mortgaged Property, which Appraisal supports the determination of the Special Servicer contemplated by clause (i)(B) of the immediately preceding paragraph. In no event shall the Special Servicer be permitted to extend the date on which any Balloon Payment is due beyond a date which is two years prior to the Rated Final Distribution Date. The determination of the Special Servicer contemplated by clause (i)(B) of the first paragraph of this Section 3.20(d) shall be evidenced by an Officer's Certificate to such effect delivered to the Trustee, the Majority Subordinate Certificateholder and the Master Servicer and describing in reasonable detail the basis for the Special Servicer's determination. (e) Any payment of interest that is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such modification, waiver or amendment so permit. The foregoing shall in no way limit the Master Servicer's or Special Servicer's ability to charge and collect from the Mortgagor such deferred interest together with interest thereon. (f) The Master Servicer or Special Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request, and (ii) any related costs and expenses incurred by it. In no event shall the Master Servicer or Special Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor. (g) The Master Servicer or Special Servicer (with respect to Specially Serviced Mortgage Loans) shall notify the Master Servicer, the Majority Subordinate Certificateholder, any related Sub-Servicers and the Trustee, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof. Copies of each agreement whereby any such modification, waiver or amendment of any term of any Mortgage Loan is effected shall be made available for review upon reasonable prior written request during normal business hours at the offices of the Trustee pursuant to Section 3.15(g) hereof. (h) If, with respect to any time Defeasance Loan, the Master Servicer shall receive a notice from the related Mortgagor that any Certificate is outstandingit intends to prepay the related Defeasance Loan in accordance with the terms thereof, except as set forth below, the Master Servicer shall (a) promptly respond to such notice in a manner which would require that the Mortgagor pledge Defeasance Collateral in lieu of such prepayment pursuant to the terms of the related Mortgage Note, (b) notify each Rating Agency, the Trustee and the Underwriters of the request to defease a Mortgage Loan and (c) upon the written confirmation from each Rating Agency described in the next paragraph, take such further action as provided in such Mortgage Note to effectuate such pledge, including the purchase and perfection of the Defeasance Collateral in the name of the Trustee, as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Investors, Inc., Mortgage Pass-Through Certificates, Series 1997-C2. Notwithstanding the foregoingabove, the Administrator Master Servicer shall not permit a pledge of Defeasance Collateral in lieu of prepayment under a Defeasance Loan if (i) such defeasance would occur within two years of the Servicer to agree to any modification which changes the interest rate or term of Startup Day, (ii) such PWRES Mortgage Loan or changes the outstanding principal balance of such PWRES Mortgage Defeasance Loan (except or any applicable agreement executed in connection with the related defeasance) provides that the Mortgagor will be liable for any shortfalls from the Defeasance Collateral or otherwise become subjected to recourse liability with respect to actual payments the Defeasance Loan, (iii) such defeasance would result in a new Mortgagor on the Defeasance Loan (unless such new Mortgagor is acquiring the Mortgaged Property that was the initial security for the Mortgage Loan), or (iv) any Rating Agency does not confirm in writing to the Master Servicer that the acceptance of principal received with respect thereto a pledge of the Defeasance Collateral in lieu of a full prepayment will not result in a downgrade, withdrawal or changes set forth in clause (i) above)qualification of the ratings then assigned by it to any Class of Certificates.